Vicor (VICR) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for June 20, 2025, to elect eleven directors and address any other business.

• Proxy materials and the 2024 Annual Report were distributed to shareholders, with voting rights based on share class and record date of April 25, 2025.

• Dr. Patrizio Vinciarelli holds 79.6% of voting power, ensuring effective control over governance and board elections.

Voting matters and shareholder proposals

• Shareholders will vote to fix the number of directors at eleven and elect the nominated slate for one-year terms.

• Shareholders may submit proposals or director nominations for the 2026 meeting by January 6, 2026, following specific by-law and SEC requirements.

Board of directors and corporate governance

• The board consists of eleven nominees, all current directors, with detailed backgrounds in technology, operations, finance, and academia.

• Four directors are independent under Nasdaq rules; the company is a controlled company and relies on certain governance exemptions.

• The board has Audit and Compensation Committees, both composed solely of independent directors.

• The board held three meetings in 2024, with all directors attending at least 75% of meetings.

• Director nominations are handled by the full board, with criteria emphasizing integrity, experience, and independence for committee roles.