One Stop Systems (OSS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 13, 2026, and will be held virtually, allowing shareholders to vote and submit questions online after registration.

• Shareholders as of March 20, 2026, are entitled to vote on five directors, ratification of the auditor, an equity plan amendment, executive compensation, and potential adjournment.

• The board recommends voting in favor of all proposals, including director elections, auditor ratification, equity plan amendment, say-on-pay, and adjournment if needed.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Haskell & White LLP as auditor, amending the 2017 Equity Incentive Plan to increase authorized shares from 5M to 7M, a non-binding advisory vote on executive compensation, and adjournment if necessary.

• Shareholders may submit proposals for the 2027 meeting by December 15, 2026, and director nominations must follow advance notice procedures.

• The board unanimously recommends voting for all proposals.

Board of directors and corporate governance

• The board consists of five directors, with four deemed independent under Nasdaq rules.

• Committees include audit and risk, compensation, and nominating and corporate governance, each with independent chairs.

• Recent governance enhancements include majority voting for directors, retention of supermajority requirements, and updated insider trading policies.

• Directors are expected to meet stock ownership guidelines and attend at least 75% of meetings.