Lantronix Sets Nov. 4 Annual Meeting; Board Seeks Re-election, Auditor Ratification
Ticker: LTRX · Form: DEF 14A · Filed: Sep 24, 2025 · CIK: 1114925
| Field | Detail |
|---|---|
| Company | Lantronix Inc (LTRX) |
| Form Type | DEF 14A |
| Filed Date | Sep 24, 2025 |
| Risk Level | low |
| Pages | 16 |
| Reading Time | 20 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: Proxy Statement, Corporate Governance, Director Election, Executive Compensation, Auditor Ratification, Shareholder Meeting, SEC Filing
Related Tickers: LTRX
TL;DR
**LTRX's upcoming annual meeting is a routine governance check, but keep an eye on executive compensation votes for any shareholder dissent.**
AI Summary
Lantronix, Inc. (LTRX) is holding its 2025 Annual Meeting of Stockholders on November 4, 2025, at its Irvine, California headquarters. Key proposals include the election of six director nominees: James Auker, Saleel Awsare, Sailesh Chittipeddi, Narbeh Derhacobian, Kevin Palatnik, and Hoshi Printer. Stockholders will also vote on the ratification of Baker Tilly US, LLP as the independent registered public accountants for the fiscal year ending June 30, 2026. Additionally, there will be non-binding advisory votes on the compensation of named executive officers and the frequency of future advisory votes on executive compensation. The Board of Directors recommends voting 'FOR' all director nominees, 'FOR' Proposals 2 and 3, and '1 Year' for Proposal 4. As of the September 8, 2025 record date, 39,271,361 shares of common stock were outstanding and entitled to vote.
Why It Matters
This DEF 14A filing outlines critical governance decisions for Lantronix, directly impacting investor confidence and strategic direction. The election of six directors, including Chairman Hoshi Printer and CEO Saleel Awsare, will shape the company's leadership and future performance in a competitive IoT and networking solutions market. Ratifying Baker Tilly US, LLP ensures continued financial oversight, while the advisory votes on executive compensation provide a mechanism for stockholders to influence management incentives and accountability. These decisions collectively signal stability or potential shifts in corporate strategy, affecting employees, customers, and LTRX's market position against rivals like Digi International and Sierra Wireless.
Risk Assessment
Risk Level: low — The filing primarily details standard annual meeting proposals, such as director elections and auditor ratification, which are routine corporate governance matters. There are no indications of contentious proxy battles, significant financial distress, or major strategic shifts that would elevate the risk beyond typical operational considerations. The 39,271,361 shares outstanding as of September 8, 2025, suggest a stable shareholder base.
Analyst Insight
Investors should review the director nominees' backgrounds and the executive compensation details in the full proxy statement to ensure alignment with their investment thesis. Voting 'FOR' the board's recommendations signals confidence, while 'AGAINST' or 'Abstain' on compensation could indicate a desire for greater accountability. Participate in the vote by November 3, 2025, to ensure your voice is heard.
Key Numbers
- 39,271,361 — Shares Outstanding (Total common stock entitled to vote as of September 8, 2025)
- 2025-09-08 — Record Date (Date for determining stockholders eligible to vote)
- 2025-11-04 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
- 6 — Director Nominees (Number of individuals proposed for election to the Board)
- 1 — Frequency Recommendation (Board's recommended frequency for future advisory votes on executive compensation (1 Year))
Key Players & Entities
- LANTRONIX INC (company) — Registrant
- Hoshi Printer (person) — Chairman of the Board
- Saleel Awsare (person) — President, Chief Executive Officer and Director
- Baker Tilly US, LLP (company) — Independent Registered Public Accountants
- James Auker (person) — Director nominee
- Sailesh Chittipeddi (person) — Director nominee
- Narbeh Derhacobian (person) — Director nominee
- Kevin Palatnik (person) — Director nominee
- SEC (regulator) — Securities and Exchange Commission
- 39,271,361 (dollar_amount) — Shares of common stock outstanding as of Record Date
FAQ
When is the Lantronix 2025 Annual Meeting of Stockholders?
The Lantronix 2025 Annual Meeting of Stockholders is scheduled for November 4, 2025, at 9:00 a.m. Pacific time, at the company's corporate headquarters in Irvine, California.
Who are the director nominees for Lantronix in 2025?
The six director nominees for Lantronix in 2025 are James Auker, Saleel Awsare, Sailesh Chittipeddi, Narbeh Derhacobian, Kevin Palatnik, and Hoshi Printer, each to serve until the next annual meeting.
What is the record date for voting at the Lantronix annual meeting?
The record date for determining stockholders entitled to vote at the Lantronix 2025 Annual Meeting was the close of business on September 8, 2025, with 39,271,361 shares outstanding.
Which accounting firm is Lantronix proposing to ratify for fiscal year 2026?
Lantronix is proposing to ratify the appointment of Baker Tilly US, LLP as its independent registered public accountants for the fiscal year ending June 30, 2026.
What are the non-binding advisory votes at the Lantronix annual meeting?
Stockholders will cast non-binding advisory votes on the compensation paid to named executive officers and on the frequency of future advisory votes on executive compensation.
How does the Lantronix Board recommend voting on the proposals?
The Lantronix Board recommends voting 'FOR' each director nominee, 'FOR' the ratification of Baker Tilly US, LLP, 'FOR' the advisory approval of executive compensation, and '1 Year' for the frequency of future advisory votes.
What happens if a Lantronix director nominee does not receive a majority vote?
If a Lantronix director nominee fails to receive a majority of votes cast, their irrevocable resignation, previously submitted, will become effective upon Board acceptance. The Board may then fill the vacancy or reduce its size.
Can Lantronix stockholders change their vote after submitting a proxy?
Yes, Lantronix stockholders of record can change their vote before the vote on a proposal by submitting a new proxy online, by phone, or mail, giving written notice of revocation, or voting in person at the Annual Meeting.
What is a 'broker non-vote' in the context of the Lantronix proxy statement?
A 'broker non-vote' occurs when a broker cannot vote shares held in street name on non-routine matters (like director elections or executive compensation) without specific instructions from the beneficial owner, even if they vote on routine matters like auditor ratification.
Where can I find the Lantronix proxy materials online?
The Lantronix proxy statement and Annual Report on Form 10-K for fiscal year 2025 are available online at www.proxyvote.com using a control number, or on the company's website at www.lantronix.com.
Industry Context
Lantronix operates in the Internet of Things (IoT) connectivity and edge computing solutions market. This sector is characterized by rapid technological advancements, increasing demand for connected devices, and a competitive landscape with both established players and emerging startups. Key trends include the growth of 5G, edge AI, and the need for secure and reliable device management solutions.
Regulatory Implications
As a publicly traded company, Lantronix is subject to SEC regulations and disclosure requirements, including the timely filing of proxy statements like this DEF 14A. Compliance with these regulations is crucial for maintaining investor confidence and avoiding penalties. The company must also adhere to any specific regulations related to the hardware and software it produces, depending on its target markets.
What Investors Should Do
- Review director nominees and vote accordingly.
- Vote on the ratification of independent auditors.
- Participate in the advisory vote on executive compensation.
- Determine the preferred frequency for future executive compensation advisory votes.
Key Dates
- 2025-11-04: 2025 Annual Meeting of Stockholders — This is the date for the annual meeting where key proposals, including director elections and advisory votes on executive compensation, will be voted upon by shareholders.
- 2025-09-24: First mailing of proxy statement — This is the date when shareholders are first provided with the information needed to make informed voting decisions for the annual meeting.
- 2025-09-08: Record Date — Determines which shareholders are eligible to vote at the Annual Meeting. As of this date, 39,271,361 shares of common stock were outstanding and entitled to vote.
Glossary
- DEF 14A
- A proxy statement filed with the SEC by publicly traded companies that are soliciting shareholder votes for an annual or special meeting. (This document contains the information shareholders need to vote on matters presented at the Lantronix, Inc. 2025 Annual Meeting, including director elections and executive compensation.)
- Proxy Statement
- A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This is the primary document for shareholders to understand the proposals and make informed voting decisions for Lantronix, Inc.'s 2025 Annual Meeting.)
- Named Executive Officers (NEOs)
- The top executive officers of a company whose compensation is disclosed in the proxy statement. (Shareholders will vote on a non-binding advisory basis on the compensation of Lantronix's NEOs.)
- Independent Registered Public Accountants
- An external accounting firm hired to audit a company's financial statements and provide an independent opinion on their fairness and accuracy. (Shareholders will vote to ratify the appointment of Baker Tilly US, LLP as Lantronix's independent auditors for fiscal year 2026.)
- Board of Directors
- A group of individuals elected by shareholders to oversee the management of a company and represent shareholder interests. (The Board of Directors of Lantronix has nominated six individuals for election and recommends voting for its proposals.)
Year-Over-Year Comparison
This DEF 14A filing for the 2025 Annual Meeting focuses on the upcoming shareholder votes, including director elections and advisory proposals. Specific comparative financial data against the previous year's filing (e.g., fiscal 2024 vs. fiscal 2025 financial highlights) is not detailed within this proxy statement itself, as its primary purpose is to solicit votes for the current meeting's agenda. A comprehensive year-over-year financial comparison would typically be found in the company's Annual Report on Form 10-K for fiscal year 2025.
Filing Stats: 4,898 words · 20 min read · ~16 pages · Grade level 13.2 · Accepted 2025-09-24 16:06:27
Filing Documents
- ny20053505x1_def14a.htm (DEF 14A) — 893KB
- logo_lantronix01.jpg (GRAPHIC) — 43KB
- ny20053505x1_pc01.jpg (GRAPHIC) — 738KB
- ny20053505x1_pc02.jpg (GRAPHIC) — 733KB
- ny20053505x1_pvp01.jpg (GRAPHIC) — 146KB
- ny20053505x1_pvp02.jpg (GRAPHIC) — 160KB
- sig_hoshiprinter.jpg (GRAPHIC) — 24KB
- sig_saleelawsare.jpg (GRAPHIC) — 19KB
- 0001140361-25-036002.txt ( ) — 6662KB
- ltrx-20251104.xsd (EX-101.SCH) — 3KB
- ltrx-20251104_def.xml (EX-101.DEF) — 3KB
- ltrx-20251104_lab.xml (EX-101.LAB) — 2KB
- ltrx-20251104_pre.xml (EX-101.PRE) — 7KB
- ny20053505x1_def14a_htm.xml (XML) — 319KB
Executive Compensation
Executive Compensation 24
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 41 Report of the Audit Committee of the Board of Directors 43 Other Information 44 References to our website throughout this proxy statement are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this proxy statement. TABLE OF CONTENTS PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS We cordially invite you to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") for Lantronix, Inc. (sometimes referred to as, the "Company," "we," "us," or "our"). The Annual Meeting will be held at 9:00 a.m. Pacific time on November 4, 2025, at the Company's corporate headquarters, located at 48 Discovery, Suite 250, Irvine, California 92618. This proxy statement is being furnished by and on behalf of our board of directors (the "Board") in connection with the solicitation of proxies to be voted at the Annual Meeting. This proxy statement describes issues on which the Company is asking you, as a stockholder, to vote and provides information that will allow you to make an informed voting decision. The approximate date on which this proxy statement and the enclosed form of proxy are first being sent or given to stockholders of record is September 24, 2025. If you hold your shares through a broker, bank or other nominee, this proxy statement and a voting instruction form are being forwarded to you by such broker, bank or other nominee. References in this proxy statement to fiscal years refer to the fiscal year ended June 30 of the referenced year. For example, "fiscal 2024" refers to the fiscal year ended June 30, 2024, "fiscal 2025" refers to the fiscal year ended June 30, 2025, and "fiscal 2026" refers to the fiscal year ending June 30, 2026. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS This proxy statement and our Annual Report