OSI Systems (OSIS) Proxy filing summary

Executive summary

• FY2026 sales of $1.8B, EPS of $8.95, backlog of $1.9B at June 30, 2026, and 7,806 employees.

• FY2026 results included record revenue, adjusted EPS and operating cash flow, expanded operating margin, a strategic acquisition, and two financings that lowered borrowing costs.

Voting matters and shareholder proposals

• Annual meeting scheduled for December 10, 2026; holders of record on October 14, 2026 may vote. The Board recommends FOR all three proposals.

• Proposal 1: elect six current directors for one-year terms; the six nominees are Deepak Chopra, Ajay Mehra, William F. Ballhaus, Kelli Bernard, Gerald Chizever, and James B. Hawkins. Election requires a plurality of votes cast.

• Proposal 2: ratify Grant Thornton LLP as auditor for FY2027; approval requires a majority of votes cast. If ratification fails, the Audit Committee will reconsider retaining the firm.

• Proposal 3: advisory approval of FY2026 named executive officer compensation; majority of votes cast required. The vote is nonbinding, and the Compensation Committee will consider the result in future decisions.

• Say-on-pay is annual; 81% of votes cast at the 2025 annual meeting supported executive compensation, and the next vote is expected at the 2027 meeting.

Board of directors and corporate governance

• Board leadership is split: Deepak Chopra serves as Chairman and Ajay Mehra as CEO; William F. Ballhaus is Lead Independent Director. Four of six current directors are independent.

• The Board held 10 meetings and acted by written consent once in FY2026; all directors attended more than 75% of applicable meetings, and all attended the prior annual meeting.

• The Nominating and Governance Committee considers candidates’ experience, complementary expertise, diversity, and capacity to serve; stockholders may submit candidate recommendations in writing.

• The Board considers diversity in nominations; as of October 26, 2026, its composition was 17% female and 50% ethnically or racially diverse.