One Stop Systems (OSS) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 14, 2025, with voting on key proposals including director elections, auditor ratification, executive compensation, and potential adjournment to solicit more proxies.

• Only stockholders of record as of March 21, 2025, are eligible to vote, with 21,539,412 shares outstanding.

• The board recommends voting in favor of all proposals and has provided detailed instructions for proxy voting by mail, phone, or online.

Voting matters and shareholder proposals

• Six directors are nominated for election to serve until the next annual meeting.

• Ratification of Haskell & White LLP as independent auditor for 2025 is proposed.

• Advisory (non-binding) vote on executive compensation (say-on-pay) is included.

• Proposal to adjourn the meeting if more time is needed to solicit proxies.

• Procedures for shareholder proposals and director nominations for 2026 are outlined, with specific advance notice requirements.

Board of directors and corporate governance

• The board will be reduced from seven to six members after the meeting.

• All current directors except the CEO are independent per Nasdaq standards.

• Board committees include audit and risk, compensation, and nominating/governance, each with independent members and written charters.

• The board underwent significant reprofiling in the past two years to align with strategic direction and shareholder feedback.

• Board leadership is separated between the CEO and chairman roles.