GSI Technology, Inc. (GSIT) Earnings Call Transcript & Summary

Hello. And welcome to the Annual Meeting of Stockholders of GSI Technology, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It's now my pleasure to turn today's meeting over to Lee-Lean Shu, President, Chief Executive Officer and Chairman of the Board. The floor is yours.

Good afternoon. I'm Lee-Lean Shu, President, Chief Executive Officer and Chairman of the Board of GSI Technology Incorporated. I will act as Chairman of the Annual Meeting of Stockholders and would like to call the meeting to order. This meeting is being held pursuant to the notice of annual meeting mailed to all of the company's stockholders. Today's virtual-only annual meeting is a live audio webcast. Please note that today's meeting is being recorded. Thank you very much to those who are participating in our virtual meeting today. Douglas Schirle, the company's Chief Financial Officer, has been appointed to act as Secretary of this meeting to record the minutes. [ Justin Nowton ] of Computershare has been appointed Inspector of Election for the meeting and is responsible for determining the exact number of shares present at the meeting. If you need a copy of the annual report and proxy statement, the links are provided on the meeting webcast page by clicking on the Document icon. I could not introduce a member of the Board of Directors and officers of the company who are attending today's annual meeting. With us on the line is a long speaker. And with me here is Douglas Schirle and Didier Lasserre, VP of Worldwide Sales and Public Relationship. I would also like to introduce Jeremy Walton, representing BDO U.S.A. PC, the company's independent public accounting firm. I will ask Schirle, Secretary of the meeting for his report. Mr. Schirle?

Mr. Chairman, a list of the holders of common stock of the company at the close of business on July 1, 2026, which was the record date of this meeting, is available for examination by any stockholder present, by any proxy holder representing a stockholder on the meeting webcast page by clicking on the Documents icon. I also have a copy of the notice of this meeting, together with the declaration as to the mailing of a copy of the notice to each stockholder of record at the close of business on July 1, 2026. The notice of meeting and the declaration of mailing are available for inspection by any stockholder present or by any proxy holder representing a stockholder on the meeting webcast page by clicking on the Documents icon. Only holders of common stock on the record date are entitled to vote at this meeting. I am advised by the Inspector of Election that the holders of a total of 25,738,908 shares of the company's common stock are represented at this meeting in person or by proxy. Since there were 38,372,073 shares of common stock of the company outstanding at the close of business on July 1, 2026, record date, more than a majority of the outstanding common stock is represented here today in person or by proxy. Quorum is therefore present, and the meeting is authorized to transact business.

Thank you, Doug. At this time, we will consider the item of business on the agenda. Today's meeting agenda is posted on the meeting webcast page and can be seen by clicking on the Document icon. We will strictly follow the meeting agenda in conducting the annual meeting. After the formal business portion of the meeting has been concluded, we will adjourn and have a short question-and-answer period. I call your attention to the rules of conduct provided for the meeting. These are available to each stockholder in the file section of the meeting webcast page by clicking on the Document icon. We ask that all stockholders review and abide by the rules for the annual meeting, including the question-and-answer portion of the annual meeting. The matters to be considered at the meeting today, which are further described in the proxy statement dated July 15, 2026, and was mailed to all stockholders of record with the notice of the meeting are: first, the election of 5 directors to hold office for the ensuing year and until their respective successors are duly elected and qualified. The Board of Directors will consist of 5 directors and the Board of Directors has nominated those persons set forth in the proxy statement for this meeting. All nominees currently serve on the Board of Directors. The Board's 5 nominees are Elizabeth Cholawsky, Haydn Hsieh, Ruey L. Lu, Ronald R. Steger and Lee-Lean Shu. As explained in the proxy statement, stockholders wishing to make nomination of directors for election at the annual meeting must comply with the advanced notice requirements set forth in the company's bylaws. Since no notice of additional nomination was received by the deadline, the nominations are closed. The 5 nominations received the highest number of 4 will be elected. The other 2 matters to be considered at the meeting are: a proposal to ratify the appointment of BDO U.S.A. PC as the company's independent registered public accounting firm for the fiscal year ending March 31, 2027, and a proposal to approve an advisory nonbinding resolution regarding the fiscal 2026 compensation of the executive officers named in the summary compensation table included in the proxy statement for the annual meeting. Each of these proposals is described in detail in the proxy statement. The appointment of BDO U.S.A. as our independent registered public accounting firm, proposal #2 and the approval of the advisory nonbinding vote regarding fiscal 2026 executive officer compensation, proposal #3, each require the affirmative vote of a majority of the shares represented and voted at the annual meeting. The proposal to approve the fiscal 2026 compensation of the company's named executive officers is a nonbinding advisory vote as described in the proxy statement. Are there any questions, comments that anyone would like to make on either of these proposals? It's 2:09 Pacific Time, and the polls are now open. Let me remind you that if you have already sent in a proxy not for you to vote. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Votes cast during the meeting will not be reflected in the preliminary voting results announced during the meeting, but will be reflected in the final voting results that we will report on the Form 8-K filed with the Securities and Exchange Commission within 4 business days of this meeting. [Voting]