Trio-Tech International (TRT) Proxy filing summary

Executive summary

• Fiscal 2025 saw resilience amid semiconductor industry cyclicality, trade headwinds, and FX pressures, with year-over-year revenue growth in Q4 and profitability driven by a 70% increase in Industrial Electronics revenue.

• Gross margins held steady at 25%, liabilities were reduced, and working capital increased by 11%, strengthening financial flexibility.

• Strategic priorities include stabilizing and growing the Semiconductor Back-End Solutions segment in Southeast Asia, expanding Industrial Electronics into new markets, and maintaining disciplined capital allocation.

• The company is positioned to benefit from global supply chain shifts, especially in Malaysia and Thailand, and remains focused on long-term growth and adaptability.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors, an advisory say-on-pay vote, the frequency of future say-on-pay votes, and ratification of Forvis Mazars LLP as auditor for FY2026.

• The board recommends voting for all director nominees, for executive compensation, for a three-year frequency on say-on-pay, and for auditor ratification.

• Shareholders may submit proposals for the next annual meeting, subject to SEC deadlines.

Board of directors and corporate governance

• The board consists of four directors, with three independent members and one executive (Chairman/CEO).

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with independent directors and written charters.

• The company has a code of ethics, insider trading policy, and a policy against hedging stock.

• Board leadership combines the roles of Chairman and CEO, supported by independent oversight and annual performance evaluations.