Super Micro Computer (SMCI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 15, 2026, to be held virtually; record date is February 17, 2026.

• Four key proposals: election of three Class I directors, advisory vote on executive compensation, ratification of BDO USA, P.C. as auditor, and approval of amendments to the 2020 Equity and Incentive Compensation Plan.

• Board recommends voting FOR all proposals.

• Proxy materials and annual report are available online; voting can be done via internet, phone, or mail.

Voting matters and shareholder proposals

• Election of three Class I directors (Charles Liang, Tally Liu, Sherman Tuan) for terms expiring after fiscal year 2028.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of BDO USA, P.C. as independent auditor for fiscal year 2026.

• Approval of further amendment and restatement of the 2020 Equity and Incentive Compensation Plan, adding 15 million shares and extending the plan.

Board of directors and corporate governance

• Board consists of nine directors divided into three classes; six of nine are independent.

• Lead independent director role established; independent directors meet in executive session at least twice per year.

• Board committees: Audit, Compensation, and Governance, all comprised solely of independent directors.

• Board and management engaged with top investors on governance, strategy, and compensation.