Not independent
Tenure on this board
29.4 yrs
7 nominees · 3 ballot items.
Elect seven directors to one-year terms; approve, on a non-binding advisory basis, the named executive officer compensation (“Say-on-Pay”); and ratify Fortune CPA, Inc. as the Company’s independent auditor for fiscal year 2026.
Election of seven director nominees to serve one-year terms through the next annual meeting (seven nominees: Najeeb Ghauri, Naeem Ghauri, Asad Ghauri, Richard Howard, Aamir Ibrahim, Syed Kausar Kazmi, and Ian Smith).
Non-binding advisory “Say-on-Pay” vote to approve the compensation of the company’s named executive officers as disclosed in the Compensation Discussion and Analysis.
This proposal requests a non-binding advisory vote ("say-on-pay") to approve the compensation of NetSol’s named executive officers as disclosed in the Compensation Discussion and Analysis. Management is pursuing shareholder approval to validate its pay practices and to signal investor support for the mix of base salary, annual cash incentives, and long-term equity awards designed to align executives with long-term shareholder value and to retain leadership. The board frames the program as responsive to performance and as having delivered alignment through equity-based incentives and performance-conditioned bonuses tied to revenue and operating income. The company notes prior shareholder support (73% in 2024) and emphasizes that the vote is advisory; nevertheless, the Compensation Committee and the board will consider the outcome when setting future pay. Investors should weigh that NetSol uses graduated bonus formulas tied to revenue and income targets and that certain CEO arrangements include multi-year employment and change-in-control protections, which increase retention but may be viewed as generous. The board argues these features are necessary given the company’s global operations and competition for executive talent, and it believes the compensation program has helped stabilize the business after periods of stress. A vote FOR would endorse management’s current compensation philosophy and provide the board with continued affirmation; a vote AGAINST could signal investor concern and prompt the Compensation Committee to modify program design or disclosure. Given the non-binding nature, the practical impact depends on vote magnitude and subsequent engagement between shareholders and the Compensation Committee.
Ratify the Audit Committee’s appointment of Fortune CPA, Inc. as the company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 5.5% | 646,484 | $2M |
| 2 | Topline Capital Management, LLC | 4.0% | 467,750 | $1M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 3.9% | 455,401 | $1M |
| 4 | BlackRock, Inc. | 2.2% | 258,335 | $803K |
| 5 | UBS Group AG | 1.0% | 123,275 | $383K |
| 6 | DIMENSIONAL FUND ADVISORS LP | 0.8% | 92,706 | $288K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.8% | 88,425 | $275K |
| 8 | PERRITT CAPITAL MANAGEMENT INC | 0.6% | 65,000 | $202K |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 0.6% | 64,994 | $202K |
| 10 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.5% | 53,708 | $167K |
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