Alpha & Omega Semiconductor Ltd

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight nominees to serve as directors until the next annual general meeting or until their successors are elected and qualified.

2. 2

   Advisory Vote on the Compensation of the Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 2 asks shareholders to approve the compensation paid to the named executive officers in an advisory, non-binding vote. The resolution covers the compensation disclosed under Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and related narrative. The Company states that its executive compensation program is intended to attract and retain qualified talent. It also seeks to make a substantial portion of executive pay dependent on financial performance and strategic objectives. Long-term equity awards are intended to align executives with shareholder value creation and support retention. The Company highlights performance-based cash bonuses, time-based and performance-based restricted share units, stock ownership guidelines, and a CEO post-vesting holding requirement. The 2025 say-on-pay vote received approximately 98.6% of votes cast in favor, and the Compensation Committee states that it therefore made no material changes to its compensation philosophy for fiscal 2026. The Board will consider the advisory vote in future compensation decisions even though the result is not binding. The Board recommends voting FOR because it believes the program appropriately balances recruitment, retention, performance incentives, and shareholder alignment.

3. 3

   Approval of Amendment and Restatement of the 2018 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve an amendment and restatement of the 2018 Omnibus Incentive Plan that increases the share reserve by 1,170,000 shares, from 5,202,000 to 6,372,000, and makes related amendments.

   More detail

   Proposal 3 asks shareholders to approve an amendment and restatement of the 2018 Omnibus Incentive Plan. The principal change is a 1,170,000-share increase in the authorized reserve, raising the aggregate reserve from 5,202,000 shares to 6,372,000 shares. The amendment also makes a corresponding increase in the number of shares that may be issued in settlement of incentive stock options and includes conforming and clarifying revisions. Management says the additional reserve is needed to continue granting equity awards and long-term incentives to employees, officers, directors, consultants, and other eligible service providers. As of August 31, 2026, only 366,370 shares remained available for future grants, while the Company estimates that approval would increase availability to approximately 1,536,370 shares. The Company estimates the additional shares represent approximately 3.5% overhang on a fully diluted basis and believes the reserve may support roughly one year of grants. Management emphasizes that equity compensation is important in competing for technical and other talent, particularly in the semiconductor industry and Silicon Valley. The proposed plan retains governance safeguards including no evergreen provision, limits on share recycling, minimum vesting requirements, a director compensation cap, no tax gross-ups, dividend-equivalent vesting restrictions, and a prohibition on repricing without shareholder approval. The Board recommends FOR approval, asserting that failure to approve could impair recruitment and retention or require greater cash compensation, while approval supports alignment between service-provider rewards and shareholder interests.

4. 4

   Approval of Amendment and Restatement of the 2018 Employee Share Purchase Plan

   ManagementBoard: FOR

   Approve an amendment and restatement of the 2018 Employee Share Purchase Plan that increases the authorized share reserve by 2,000,000 shares, from 3,700,000 to 5,700,000 shares.

   More detail

   Proposal 4 asks shareholders to approve an amendment and restatement of the 2018 Employee Share Purchase Plan. The amendment would add 2,000,000 shares to the plan reserve, increasing the total authorization from 3,700,000 to 5,700,000 shares. The plan allows eligible employees to purchase Company shares at designated intervals at a discount funded primarily through payroll deductions. The Company states that 475,658 shares remained available as of August 31, 2026 and that this amount is insufficient for future recruiting, motivation, and retention needs. Management argues that without additional shares it could be disadvantaged in a competitive labor market or need to substitute higher cash compensation. The plan is intended to qualify under Section 423 of the Internal Revenue Code for qualifying U.S. offerings, while also permitting nonqualified offerings for employees outside the United States. The proposed plan maintains a purchase price generally equal to at least 85% of the lower of the offering-period start-date value or purchase-date value. It also preserves participation limits, including the $25,000 annual statutory accrual limit, a 875-share per-participant purchase-date limit, and a 300,000-share aggregate purchase-date limit, subject to adjustment. Shareholder approval is required for the reserve increase under the Internal Revenue Code and the plan’s terms. The Board recommends FOR approval because it believes the expanded reserve supports employee incentives and the Company’s ability to compete for talent.

5. 5

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Approve and ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2027 and authorize the Audit Committee to determine its remuneration.

Upcoming shareholder meetings at Alpha & Omega Semiconductor Ltd’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Alpha & Omega Semiconductor Ltd 2026 annual meeting?

Alpha & Omega Semiconductor Ltd (AOSL) holds its 2026 annual shareholder meeting on Wednesday, November 18, 2026.

What is the record date for the Alpha & Omega Semiconductor Ltd 2026 meeting?

The record date for the Alpha & Omega Semiconductor Ltd 2026 meeting is Thursday, September 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Alpha & Omega Semiconductor Ltd's 2026 meeting?

The board is presenting 8 director nominees at the Alpha & Omega Semiconductor Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Alpha & Omega Semiconductor Ltd 2026 meeting?

Shareholders will vote on 5 proposals at the Alpha & Omega Semiconductor Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.