LANTRONIX INC
For the period ended Nov 3, 2026. Filed Sep 22, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 3, 2026 · Filed Sep 22, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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LANTRONIX, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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48 Discovery, Suite 250
Irvine, California 92618
www.lantronix.com
September 22, 2026
Dear Fellow Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Lantronix, Inc., a Delaware corporation, which will be held at our corporate headquarters located at 48 Discovery, Suite 250, Irvine, California 92618, on November 3, 2026, at 9:00 a.m. Pacific time.
Details of the business to be conducted at the annual meeting are included in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement.
It is important that your shares be represented at the annual meeting and voted in accordance with your instructions. Whether or not you plan to attend the meeting, we urge you to submit your proxy or voting instructions as promptly as possible so that your shares will be voted at the meeting. This will not limit your right to vote in person or to attend the meeting.
We look forward to seeing you at the upcoming annual meeting.
Sincerely,
Hoshi Printer
Chairman of the Board
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 3, 2026
The 2026 Annual Meeting of Stockholders for Lantronix, Inc., a Delaware corporation, will be held at our corporate headquarters located at 48 Discovery, Suite 250, Irvine, California 92618, on November 3, 2026, at 9:00 a.m. Pacific time, for the following purposes:
| 1. | To elect the five director nominees named in the annual meeting proxy statement (Saleel Awsare, Sailesh Chittipeddi, Narbeh Derhacobian, Jason Lamb and Kevin Palatnik) to the board of directors, each to serve until our next annual meeting of stockholders and until his successor is duly elected and qualified, or until the director’s earlier resignation or removal; |
| 2. | To ratify the appointment of Baker Tilly US, LLP as our independent registered public accountants for the fiscal year ending June 30, 2027; |
| 3. | To approve, on a non-binding advisory basis, the compensation paid to our named executive officers as described in the annual meeting proxy statement; |
| 4. | To approve an amendment to our 2020 Performance Incentive Plan to increase the number of shares of common stock reserved for issuance under the plan by 1,800,000 shares; and |
| 5. | To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof. |
The foregoing proposals are more fully described in the annual meeting proxy statement. Stockholders of record who owned our common stock at the close of business on September 8, 2026, are entitled to attend and vote at the annual meeting.
The board of directors recommends that you vote your shares “FOR” each director nominee named in Proposal 1, and “FOR” Proposals 2, 3 and 4.
Your vote is very important. Whether or not you expect to attend the annual meeting, please submit your proxy or voting instructions as promptly as possible in order to ensure your shares are represented at the annual meeting. Even if you have voted by proxy, you may still vote in person at the annual meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote in person at the annual meeting, you must obtain a proxy issued in your name from the broker, bank or other nominee that holds your shares.
| By Order of the Board of Directors, | |
| Irvine, California | Saleel Awsare |
|---|---|
| September 22, 2026 | President, Chief Executive Officer and Director |
PROXY STATEMENT FOR THE
2026 ANNUAL MEETING OF STOCKHOLDERS
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