Lantronix (LTRX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 4, 2025, at the company’s headquarters in Irvine, CA, with six director nominees up for election and several key proposals on the agenda.

• Shareholders of record as of September 8, 2025, are entitled to vote, with a total of 39,271,361 shares outstanding.

• Voting can be conducted in person, by proxy, via the internet, phone, or mail, with detailed instructions provided.

• The board recommends voting for all director nominees, for the ratification of the auditor, for executive compensation, and for an annual say-on-pay vote.

Voting matters and shareholder proposals

• Proposals include electing six directors, ratifying Baker Tilly US, LLP as auditor, approving executive compensation, and determining the frequency of future say-on-pay votes.

• Shareholders may submit proposals for the 2026 meeting by May 27, 2026, for proxy inclusion, or between July 7 and August 6, 2026, for other business.

• The board recommends a one-year frequency for future advisory votes on executive compensation.

Board of directors and corporate governance

• The board consists of six directors, with a majority deemed independent under Nasdaq standards.

• Board leadership is separated, with an independent chairman and a CEO who is not the board chair.

• The board has Audit, Compensation, and Corporate Governance & Nominating Committees, all composed of independent directors.

• Two cooperation agreements with major shareholders (180 Degree Capital and Chain of Lakes) influence board nominations and strategic review processes.

• Directors are expected to attend annual meetings and devote sufficient time to board duties.

• A Code of Conduct and whistleblower hotline are in place, and insider trading and hedging are prohibited.