Applied Optoelectronics (AAOI) Proxy filing summary

Voting matters and shareholder proposals

• Shareholders will vote on the election of two Class I directors, Che-Wei Lin and Robert (Bob) Flanagan, at the annual meeting on June 4, 2026.

• Proposals include ratification of PwC as the independent registered public accounting firm for 2026, approval of executive compensation on an advisory basis, amendment to clarify voting standards for future charter amendments, approval of the 2026 equity incentive plan, and potential adjournment of the meeting if necessary.

• The Board unanimously recommends voting FOR all proposals and nominees.

Audit committee and external auditor matters

• The Audit Committee approved the appointment of PricewaterhouseCoopers LLP (PwC) as the new independent registered public accounting firm for the fiscal year ending December 31, 2026, replacing Grant Thornton LLP after a competitive selection process.

• Grant Thornton will complete its review for the quarter ending March 31, 2026, but will not serve as auditor for the full year.

• Grant Thornton's audit reports for 2024 and 2025 contained no adverse opinions or disagreements, except for a previously disclosed material weakness in controls, which was remediated by the end of 2025.

• Shareholders are asked to ratify the appointment of PwC; if not ratified, the Audit Committee may reconsider but retains discretion to appoint auditors.

• A PwC representative is expected to attend the meeting and respond to shareholder questions.

Board of directors and corporate governance

• Proxies may be voted for substitute or alternate nominees if any named nominee is unwilling or unable to serve.

• Proxies are authorized to vote on procedural matters and other business that may arise at the meeting.