Vicor (VICR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 19, 2026, to elect eleven directors and hold an advisory vote on executive compensation.

• The board is controlled by a single individual holding 79.1% of voting power, qualifying the company as a controlled company under NASDAQ rules.

• Proxy materials and the annual report are available online, and shareholders are encouraged to vote by proxy or in person.

Voting matters and shareholder proposals

• Shareholders will vote to fix the number of directors at eleven and elect the nominated slate.

• An advisory say-on-pay vote on executive compensation will be held, with the next such vote scheduled for 2029.

• Shareholder proposals for the 2027 meeting must be received by January 6, 2027, and comply with SEC and by-law requirements.

Board of directors and corporate governance

• Eleven nominees, all current directors, are up for election, with detailed backgrounds and qualifications provided.

• Four of eleven directors are independent under NASDAQ rules; the board relies on controlled company exemptions for certain governance requirements.

• The board has audit and compensation committees, both composed solely of independent directors.

• The board held three meetings in 2025, and all directors attended at least 75% of meetings.

• Director nominations are handled by the full board, not a separate nominating committee.