Vicor Corp

1. 1

   Election of Eleven Directors

   ManagementBoard: FOR

   Fix the number of Directors at eleven and elect the eleven nominees named in the proxy to serve until the 2027 Annual Meeting.

2. 2

   Advisory Vote on Compensation of Named Executive Officers

   ManagementBoard: FOR

   Non-binding advisory ("Say on Pay") vote to approve the compensation of the Corporation’s named executive officers as disclosed in this Proxy Statement, including the CD&A, compensation tables and narrative disclosures.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the Corporation’s named executive officers as disclosed in the proxy, including the Compensation Discussion and Analysis, tables, and narrative disclosures. Management is seeking this advisory approval to gauge stockholder support for its executive compensation philosophy and programs and to provide guidance to the Compensation Committee in future compensation design and decisions, though the vote is not binding. The Compensation Committee has approved the named executive officers’ compensation and has indicated it will consider the vote’s outcome when setting future pay. The proxy discloses that the company operates as a controlled company, with the CEO holding substantial voting power, which may affect governance dynamics and the weight of shareholder sentiment; nevertheless, management frames the Say on Pay vote as an important accountability and feedback mechanism. The corporation discloses typical compensation elements—base salary, discretionary cash bonuses for certain roles, stock option awards, ESPP participation, and fringe and retirement benefits—and describes processes for stock option grants and director awards that could influence pay outcomes reported in the CD&A. The approval threshold is a majority of votes cast by Common and Class B shares voting together, and broker non-votes and abstentions do not affect the result; the company currently holds Say on Pay votes every three years, with the next frequency advisory to occur in 2029. Given the non-binding nature, a vote against would not automatically change awards but would signal shareholder dissatisfaction that the Compensation Committee would likely need to address, especially in light of the company’s controlled status where engagement may be politically and structurally sensitive. Management’s explicit unanimous recommendation to vote FOR suggests the Board believes the disclosed programs appropriately align management incentives with stockholder interests and that prior shareholder feedback supported current practices. For analysts evaluating governance risk, the interaction between concentrated voting power, disclosed compensation practices (notably extensive option usage), and the advisory vote outcome will be critical context when assessing potential future changes to compensation governance and alignment with shareholder interests.

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When is the Vicor Corp 2026 annual meeting?

Vicor Corp (VICR) holds its 2026 annual shareholder meeting on Friday, June 19, 2026.

What is the record date for the Vicor Corp 2026 meeting?

The record date for the Vicor Corp 2026 meeting is Friday, April 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Vicor Corp's 2026 meeting?

The board is presenting 11 director nominees at the Vicor Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Vicor Corp 2026 meeting?

Shareholders will vote on 2 proposals at the Vicor Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.