GSI (GSIT) Proxy filing summary

Executive summary

• Annual meeting scheduled for August 20, 2026, to be held virtually, with voting on key proposals and director elections.

• Proxy materials, including the annual report, are available online for shareholder review.

• Shareholders of record as of July 1, 2026, are entitled to vote on all matters.

Voting matters and shareholder proposals

• Shareholders will vote to elect five directors, ratify the appointment of BDO USA, P.C. as auditor, and approve a non-binding resolution on executive compensation.

• Board recommends voting FOR all director nominees and FOR Proposals 2 and 3.

• Shareholder proposals for the 2027 meeting must be received by March 18, 2027.

Board of directors and corporate governance

• Board consists of five directors, all current nominees, with a mix of industry, financial, and governance expertise.

• Four directors are independent under Nasdaq rules; CEO also serves as Chairman.

• Lead independent director role established to balance oversight.

• Board committees include Audit, Compensation, and Nominating and Governance, all with independent members.

• Annual board and committee self-evaluations are conducted.

• Directors must meet stock ownership requirements within five years or by October 31, 2026.