Lantronix (LTRX) Proxy Filing summary

Executive summary

• Entered into a cooperation agreement with 180 Degree Capital Corp. to nominate two new directors at the 2024 Annual Meeting.

• The agreement includes mutual commitments on board nominations, voting, and standstill provisions.

• Press releases from both parties highlight a collaborative approach to enhancing shareholder value.

• Forward-looking statements emphasize anticipated benefits from the new board composition and ongoing strategic focus.

Voting matters and shareholder proposals

• 180 Degree Capital will vote in favor of board-nominated directors and against unapproved nominees or removal proposals.

• Voting discretion is allowed for extraordinary transactions or if proxy advisors recommend against the board's position (except for director elections).

• Details on board nominees for the 2024 Annual Meeting will be included in the upcoming proxy statement.

Board of directors and corporate governance

• Narbeh Derhacobian and Kevin Palatnik will be nominated as new directors; two current directors will not stand for re-election.

• Board size is capped at six members during the agreement term, unless both new directors approve an increase.

• Replacement procedures for new directors are outlined, with 180 Degree Capital able to recommend substitutes if needed.

• New directors will receive the same compensation, benefits, and governance obligations as other non-employee directors.