Applied Optoelectronics Inc

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect two Class I directors (Che-Wei Lin and Robert Flanagan) to serve three-year terms until the 2029 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on the Compensation of Our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

4. 4

   Approve the Amendment of our Certificate of Incorporation to Clarify the Voting Standard that Applies to Certain Future Amendments

   ManagementBoard: FOR

   Amend the Certificate of Incorporation to elect to be governed by DGCL Section 242(d) and clarify that increases/decreases to authorized shares and reverse stock splits may be approved by a votes-cast standard if conditions of Section 242(d) are met.

   More detail

   Management is asking shareholders to approve an amendment (the Vote Clarification Amendment) to the Company’s Certificate of Incorporation to elect the company into the amended DGCL Section 242(d) vote standard for certain capital-structure changes. Specifically, the amendment clarifies that increases or decreases in the authorized number of shares of common stock and reverse stock splits may be approved under a "votes cast" standard (i.e., votes cast for exceed votes cast against), provided applicable conditions in Section 242(d) are met (such as listing exchange requirements and quorum). Management argues the amendment reduces administrative burden, avoids the need for extensive solicitations to overcome non-votes or abstentions, and preserves flexibility for equity compensation, capital raises, and potential reverse splits to maintain compliance with Nasdaq listing rules. The board unanimously recommends FOR approval, noting that abstentions and broker non-votes would not count against approval under the new standard but that existing supermajority requirements would remain for other charter provisions. The amendment would become effective upon filing a certificate of amendment in Delaware and only if adopted by the required supermajority vote.

5. 5

   Approve the 2026 Equity Incentive Plan

   ManagementBoard: FOR

   Approve the 2026 Equity Incentive Plan, authorizing up to 2,500,000 new shares plus certain shares from prior plans for grants to employees, directors, and consultants; includes standard governance features and dilution limits.

   More detail

   The management proposal asks shareholders to approve a new, successor equity plan (the 2026 Plan) that would authorize up to 2,500,000 new shares for grants plus carryovers from prior plans, increasing potential dilution to about 8.18%. Management frames the plan as necessary to attract, retain and motivate employees and align management pay with shareholder interests, and highlights common governance features (no repricing without shareholder approval, limits on non-employee director compensation, dividend equivalent restrictions, and standard change-of-control protections). The board and compensation committee considered historical run-rate, peer practices, and dilution metrics in recommending the plan. Approval is required by a majority of votes cast; if not approved the Prior Plans remain in effect and certain PSUs may require cash settlement. The verbose analysis should evaluate plan size vs. run-rate, governance protections, potential insider usage, and alignment with pay-for-performance but that is omitted here per instructions.

6. 6

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize the proxies to adjourn the Annual Meeting to solicit additional proxies if there are insufficient votes to approve one or more proposals.

   More detail

   The adjournment proposal asks shareholders to empower the board’s proxy holders to adjourn the meeting to solicit further votes if there are insufficient votes to approve other proposals. Management stresses that adjournment allows time to solicit additional proxies and that unsigned proxies will be voted in favor of adjournment when appropriate; board recommends FOR. The verbose analysis should note that adjournment proposals are customary, typically routine, and generally carry low governance risk, but they can be used to obtain additional votes and extend deadlines for contested items; the board recommends FOR.

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When is the Applied Optoelectronics Inc 2026 annual meeting?

Applied Optoelectronics Inc (AAOI) holds its 2026 annual shareholder meeting on Thursday, June 4, 2026.

What is the record date for the Applied Optoelectronics Inc 2026 meeting?

The record date for the Applied Optoelectronics Inc 2026 meeting is Friday, April 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Applied Optoelectronics Inc's 2026 meeting?

The board is presenting 2 director nominees at the Applied Optoelectronics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Applied Optoelectronics Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Applied Optoelectronics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.