TRIO-TECH INTERNATIONAL
For the period ended Dec 10, 2025. Filed Oct 22, 2025.
View on SEC.govAbout this filing
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.
Dec 10, 2025 · Filed Oct 22, 2025
Contents
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
OF
TRIO-TECH INTERNATIONAL
To Be Held on December 10, 2025
This proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of the enclosed proxy (the “Proxy”) on behalf of the Board of Directors (the “Board”) of Trio‑Tech International, a California corporation (“Trio‑Tech”, or, the “Company”), for use at the 2025 annual meeting of shareholders of the Company (the “Annual Meeting”, or, the “Meeting”) to be held in person at our U.S. Corporate office, located at 16139 Wyandotte Street, Van Nuys, California 91406, on December 10, 2025 at 10.00 A.M. Pacific Standard Time.
For directions to our U.S. Corporate office, please email us at CRT.Reports@triotech.com.sg. The Notice, this Proxy Statement and the enclosed proxy card (the “Proxy Card”) are intended to be electronically available to shareholders on or about October 28, 2025.
Voting
The Board fixed the close of business on October 21, 2025 as the record date (“Record Date”) for shareholders entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were [●] shares of the Company’s common stock, no par value (the “Common Stock”), outstanding and entitled to vote, the holders of which are entitled to one vote per share.
The presence in person or by proxy of holders of one-third (1/3) of the shares entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum. Broker non-votes occur when a shareholder who beneficially owns shares that are held in street name, that is through a broker, does not provide the broker with instructions on how to vote those shares on matters that are considered non-routine. Brokers can vote without instruction from the beneficial owners only on routine matters, such as the ratification of the appointment of our independent auditors. The election of directors is a non-routine matter and brokers are not authorized to vote on this matter without instruction.
Because a shareholder’s broker may not vote on behalf of the shareholder on the election of directors unless the shareholder provides specific instructions by completing and returning the voting instruction form, for a shareholder’s vote to be counted, we ask that our shareholders communicate their voting decisions to the broker or other nominee before the date of the Annual Meeting or give a proxy to vote their shares at the Annual Meeting.
Required Vote for Approval
The vote required for each proposal and the treatment and effect of abstentions and broker non-votes with respect to each proposal is as follows:
| Proposal No. 1: Election of Directors. | Directors are elected by a plurality of the votes cast, either in person or represented by proxy, and entitled to vote at the Annual Meeting. This means that the four persons receiving the highest number of “FOR” votes cast at the Annual Meeting by the shares present, either in person or by proxy, and entitled to vote will be elected to serve on our Board of Directors until our 2026 Annual Meeting of Shareholders, or until her or his successor is duly elected and qualified. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Broker non-votes are not considered votes cast and will also have no effect on the election of the nominees. Pursuant to California law, cumulative voting is available for the election of directors. Under cumulative voting, you would have four votes for each share of Common Stock you own. You may cast all of your votes for one candidate, or you may distribute your votes among different candidates as you choose. However, you may cumulate votes (cast more than one vote per share) for a candidate only if the candidate is nominated before the voting and at least one shareholder gives notice at the Annual Meeting, before the voting, that he or she intends to cumulate votes. If you do not specify how to distribute your votes, by giving your Proxy you are authorizing the proxyholders (the individuals named on your Proxy Card) to cumulate votes in their discretion. The four persons properly placed in nomination at the Annual Meeting and receiving the most affirmative votes will be elected as directors. |
|---|---|
| Proposal No. 2: Approval of the Compensation of our Named Executive Officers. | The approval, on an advisory, non-binding basis, of the compensation of our Named Executive Officers (as defined under the heading “EXECUTIVE COMPENSATION” below) (“Say on Pay”) as described under Proposal No. 2 of this Proxy Statement requires the affirmative vote of a majority of the shares present, either in attendance or represented by proxy, at the Annual Meeting and entitled to vote on the matter. A properly executed Proxy marked “ABSTAIN” will not be voted, although it will be counted as present and entitled to vote for purposes of the Say on Pay proposal. Accordingly, an abstention will have the effect of a vote against Proposal No. 2. Broker non-votes are not considered present and entitled to vote on the Say on Pay proposal and thus will have the effect of reducing the number of affirmative votes required to achieve a majority for such matter by reducing the total number of shares from which the majority is calculated. |
| Proposal No. 3: Advisory Vote to Approve the Frequency of Non-Binding Advisory Votes on Executive Compensation. | This proposal provides a choice among three frequency periods (every one, two or three years) for future advisory Say-on-Pay proposals (“Say-on-Frequency”). The frequency period that receives the most votes will be deemed to be the recommendation of our shareholders. However, because this vote is advisory and not binding on our Board of Directors or management, we may decide that it is in the best interests of our shareholders to hold a Say-on-Pay proposals more or less frequently than the frequency period selected by our shareholders. Unless otherwise instructed or unless authority to vote is withheld, shares represented by executed proxies will be voted for “THREE YEARS.” |
| Proposal No. 4: Ratification of Appointment of our Independent Registered Public Accounting Firm. | This proposal requests shareholders to ratify the appointment of Forvis Mazars LLP as our independent registered public accounting firm for our current fiscal year ending June 30, 2026. The affirmative “FOR” vote of a majority of the votes present, either in person or by proxy, and entitled to vote on this matter at the Annual Meeting, is required for the ratification of the selection of Forvis Mazars LLP as our independent registered public accounting firm for our current fiscal year ending June 30, 2026. A properly executed proxy marked “ABSTAIN” will not be voted, although it will be counted as present and entitled to vote for purposes of the proposal. Accordingly, an abstention will have the effect of a vote against this proposal. A broker or other nominee will generally have discretionary authority to vote on this proposal because it is considered a routine matter, and therefore we do not expect broker non-votes with respect to this proposal. However, any broker non-votes received will have no effect on the outcome of this proposal. |
Deadline for Voting by Proxy
In order to be counted, votes cast by proxy must be received prior to the Annual Meeting.
Revocation of Proxies
Any Proxy given may be revoked by the shareholder at any time before it is voted by delivering written notice of revocation to the Secretary of the Company, by filing with the Secretary of the Company a Proxy bearing a later date, or by attending the Annual Meeting and voting in person. All Proxies properly executed and returned will be voted in accordance with the instructions specified thereon. If no instructions are specified, Proxies will be voted (i)FOR the election of the four nominees for directors named under “Election of Directors” (“Proposal No. 1”); (ii) FOR the approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers (“Proposal No. 2”); (iii) for, on non-binding advisory basis,** the frequency of the approval of the compensation of our Named Executive Officers vote to occur the every “THREE YEARS” (“Proposal No. 3”);**(iv)FOR the ratification of the appointment of Forvis Mazars LLP as our independent registered public accounting firm for our current fiscal year ending June 30, 2026 (“Proposal No. 4”); and (v) at the discretion of the proxy holders on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.