Trio-Tech International (TRT) Proxy filing summary

Executive summary

• FY2026 revenue rose 72% to $62.6M; Semiconductor Back-End Solutions revenue nearly doubled to $49.0M, led by semiconductor reliability testing, including AI chip testing.

• Gross profit increased to $10.4M from $9.1M, while gross margin declined to 17% from 25%; operating results shifted from $254K income to a $204K loss.

• Operating cash flow reached $3.4M vs. $0.4M in FY2025; year-end backlog more than doubled to $24.2M, including $19.8M in SBS, supporting FY2027 execution priorities.

• Fiscal 2027 priorities include converting backlog into revenue and stronger profitability, expanding capacity in line with demand, and advancing AI, high-performance computing and automotive programs.

Voting matters and shareholder proposals

• The December 8, 2026 meeting asks shareholders to elect four directors, approve charter amendments, approve the 2026 Omnibus Equity Incentive Plan, and ratify Forvis Mazars LLP for FY2027.

• The Board recommends voting FOR all four proposals; director elections use plurality voting, while the other proposals require a majority of votes cast by shares present and entitled to vote.

• The October 19, 2026 record date determines voting eligibility; quorum requires one-third of eligible shares, and shareholders may vote by Internet, phone, mail or in person.

• California cumulative voting allows four votes per share for director elections; shareholders may allocate votes among nominees, subject to the stated nomination and notice conditions.

Board of directors and corporate governance

• Four incumbent nominees—S.W. Yong, Richard M. Horowitz, Victor H.M. Ting and Jason T. Adelman—are nominated for one-year terms; all except Yong are identified as Nasdaq-independent.

• Yong has served as CEO and director since 1990 and became Board Chair in 2023; the Board supports the combined Chair/CEO role with independent oversight, executive sessions and director input on agendas.

• The Board held 17 meetings in FY2026; Audit, Compensation and Nominating and Corporate Governance committees held 7, 4 and 1 meetings, respectively.

• The Board evaluates directors annually during nominations, considers shareholder-proposed candidates, and seeks a range of director skills and experience; no formal diversity policy governs nominee selection.