Osi Systems Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six nominees—Deepak Chopra, Ajay Mehra, William F. Ballhaus, Kelli Bernard, Gerald Chizever, and James B. Hawkins—to serve one-year terms and until their successors are elected and qualified.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Grant Thornton LLP as OSI Systems’ independent registered public accounting firm for the fiscal year ending June 30, 2027.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for fiscal 2026 as disclosed under Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and related narrative disclosure.

   More detail

   Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to OSI Systems’ named executive officers for fiscal 2026. The vote covers the Compensation Discussion and Analysis, compensation tables, and related narrative disclosure required under Item 402 of Regulation S-K. Management is seeking approval because Section 14A of the Exchange Act requires an advisory say-on-pay vote. Although the vote is not binding, the Compensation Committee states that it will consider the outcome when making future executive compensation decisions. The Company describes its program as pay-for-performance oriented, with fixed compensation forming a relatively small portion of total direct compensation and variable compensation representing a substantial share. For fiscal 2026, annual incentives for corporate executives were tied to adjusted return on equity, while long-term equity awards consisted entirely of performance-based RSUs tied primarily to revenue and operating-income growth. The Company also highlights governance features including stock ownership and retention requirements, a clawback policy, prohibitions on hedging and pledging, and the absence of change-in-control excise-tax gross-ups and single-trigger severance. Management cites strong fiscal 2026 results, including record revenue, adjusted EPS, operating cash flow, bookings, backlog, and expanded operating margin, as support for the compensation outcomes. The Board also notes that approximately 81% of votes cast at the 2025 annual meeting supported the prior say-on-pay proposal and unanimously recommends a vote FOR the fiscal 2026 compensation package.

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When is the Osi Systems Inc 2026 annual meeting?

Osi Systems Inc (OSIS) holds its 2026 annual shareholder meeting on Thursday, December 10, 2026.

What is the record date for the Osi Systems Inc 2026 meeting?

The record date for the Osi Systems Inc 2026 meeting is Wednesday, October 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Osi Systems Inc's 2026 meeting?

The board is presenting 6 director nominees at the Osi Systems Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Osi Systems Inc 2026 meeting?

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