Gsi Technology Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five persons — Elizabeth Cholawsky, Haydn Hsieh, Ruey L. Lu, Lee-Lean Shu and Ronald R. Steger — to serve on the Board of Directors until the 2027 annual meeting and until their respective successors are duly elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

3. 3

   Advisory (Non-Binding) Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory vote to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers for fiscal year 2026 as disclosed in the proxy statement.

   More detail

   This advisory proposal asks stockholders to approve the Company’s fiscal 2026 executive compensation as disclosed in the proxy statement. Management is seeking shareholder approval as an annual, non-binding affirmation of its compensation program — which is structured with base salaries, a performance-based cash bonus plan (the 2026 Variable Compensation Plan) tied to net SRAM revenues and APU-related goals, and long-term stock option awards — to demonstrate alignment between executive incentives and stockholder interests. The Compensation Committee describes its process for setting pay, including peer benchmarking, use of an independent consultant historically, and an emphasis on retention and long-term value creation via option grants. Company context: fiscal 2026 occurred in a challenging economic environment with operating losses, limited APU revenues, and net SRAM revenue performance below targets, which reduced bonus payouts and influenced the Committee’s decision not to increase base salaries. The vote is advisory and non-binding, but the Board and Compensation Committee state they will review the outcome and consider it in future compensation decisions. Management argues that the program is appropriately calibrated to reward achievement of strategic and operating goals while discouraging excessive risk-taking, and points to consistently strong prior say-on-pay support as evidence of stockholder concurrence with past practices. Because much of the compensation is already paid or contractually committed for fiscal 2026, the practical effect of the vote is signaling investor approval or concern rather than altering past payments, but a negative result could prompt future changes to pay design or disclosure. The Board recommends a FOR vote to obtain stockholder affirmation of its approach to aligning executive interests with long-term stockholder value.

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When is the Gsi Technology Inc 2026 annual meeting?

Gsi Technology Inc (GSIT) holds its 2026 annual shareholder meeting on Thursday, August 20, 2026.

What is the record date for the Gsi Technology Inc 2026 meeting?

The record date for the Gsi Technology Inc 2026 meeting is Wednesday, July 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Gsi Technology Inc's 2026 meeting?

The board is presenting 5 director nominees at the Gsi Technology Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Gsi Technology Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Gsi Technology Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.