Trio-Tech International (TRT) Proxy filing summary

Executive summary

• FY26 revenue rose 72% to $62.6M; backlog more than doubled to $24.2M. FY27 priorities include converting backlog to revenue, improving operating leverage and profitability, and allocating capacity in line with demand.

• Annual meeting set for Dec. 8, 2026; shareholders are asked to elect four directors, amend the charter, approve the 2026 equity plan, and ratify Forvis Mazars for FY27.

Voting matters and shareholder proposals

• Board recommends FOR all four proposals: four director nominees for one-year terms; charter amendment; 2026 Omnibus Equity Incentive Plan; and Forvis Mazars LLP ratification for FY ending June 30, 2027.

• Director election uses plurality voting; California cumulative voting is available, with four votes per share. Charter and equity-plan approval each require a majority of votes cast; auditor ratification requires a majority of votes present and entitled to vote.

• Record date Oct. 19, 2026; 10,338,265 common shares outstanding, one vote each. Quorum requires one-third of eligible shares; brokers may vote without instructions only on routine matters, including auditor ratification.

• FY27 meeting proposals must be submitted in writing; Rule 14a-8 proposals are due at least 120 days before the proxy statement’s one-year anniversary. Other proposals require notice 60–90 days before the 2027 meeting for proxy discretion to apply.

Board of directors and corporate governance

• Four incumbent nominees: S.W. Yong, Richard M. Horowitz, Victor H.M. Ting and Jason T. Adelman; Yong is CEO and Chairman, while the other nominees are independent under applicable Nasdaq rules.

• Board held 17 meetings in FY26; each director attended at least 75% of Board and committee meetings. Audit, Compensation, and Nominating and Corporate Governance committees comprise independent directors.

• Board retains combined CEO and Chair roles for Yong, citing his company and industry knowledge; independent oversight includes management access, agenda input and regular executive sessions.

• Written governance, ethics and insider-trading policies are in place; directors, officers and employees are barred from short sales and hedging transactions tied to company equity.