Trio-Tech International (TRT) investors approve directors, say-on-pay and Mazars LLP as auditor

Rhea-AI Filing Summary

Trio-Tech International reported the results of its 2025 Annual Meeting of Stockholders. Stockholders elected S. W. Yong, Richard M. Horowitz, Victor H. M. Ting and Jason T. Adelman to continue serving on the Board of Directors under the Company’s plurality voting standard.

Investors also approved, on a non-binding advisory basis, the compensation program for the Company’s named executive officers, with 2,206,543 votes in favor, 12,650 against and 308,770 abstentions. In a separate advisory vote on how often to hold future say-on-pay votes, stockholders most strongly supported a three-year cycle, and the Board has decided to hold these advisory votes every three years, with the next one expected at the 2031 Annual Meeting of Stockholders.

Finally, stockholders ratified the appointment of Mazars LLP as Trio-Tech’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with 3,174,789 votes in favor, 33,639 against and 4,575 abstaining.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 10, 2025

TRIO-TECH INTERNATIONAL

(Exact Name of Registrant as Specified in Its Charter) 

California	1-14523	95-2086631
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Block 1008 Toa Payoh North, Unit 03-09

Singapore 318996

(Address of Principal Executive Offices) (Zip Code)

(65) 6265 3300

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	TRT	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b2 of the Securities Exchange Act of 1934 (17 CFR 240.12b2) Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5.07   Submission of Matters to a Vote of Security Holders.

On December 10, 2025, Trio-Tech International, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the results of the voting are set forth below:

Proposal 1. Election of directors

		For			Withheld
S. W. Yong		2,758,647			402,020
Richard M. Horowitz		2,015,332			498,419
Victor H. M. Ting		1,882,058			631,693
Jason T. Adelman		1,561,427			362,256

The Company’s Directors are elected by a plurality of the votes cast.  Stockholders elected S. W. Yong, Richard M. Horowitz, Victor H. M. Ting and Jason T. Adelman to serve as Directors on the Company’s Board of Directors until the end of their respective terms.

Proposal No. 2 – Advisory Vote to Approve Executive Compensation

		For			Against			Abstain
Votes		2,206,543			12,650			308,770

The vote required to approve the non-binding advisory vote on executive compensation paid to the Company’s named executive officers was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as reported in the Company’s definitive proxy statement, as amended, filed on October 23, 2025. 

Proposal No. 3 – Advisory Vote to Approve the Frequency of Advisory Votes on Executive Compensation

		1 Year			2 Years			3 Years			Abstain
Votes		604,918			146,369			1,511,762			264,914

Based upon the results of the advisory votes of this Proposal No. 3, the Board has determined that a non-binding advisory vote on executive compensation will be presented to stockholders every three years. The next required vote on the frequency of such advisory vote on executive compensation will be at the Company’s 2031 Annual Meeting of Stockholders. 

Proposal 4. Ratification of Mazars LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending June 30, 2026

		For			Against			Abstain
Votes		3,174,789			33,639			4,575

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast at the Annual Meeting. Accordingly, stockholders ratified the appointment of Mazars LLP as the Company’s independent registered public accounting firm for the Company’s current fiscal year ending June 30, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRIO-TECH INTERNATIONAL
Date:    December 11, 2025	By:	/s/ Srinivasan Anitha
		Srinivasan Anitha Chief Financial Officer

FAQ

What did Trio-Tech International (TRT) stockholders vote on at the 2025 Annual Meeting?

Stockholders of Trio-Tech International voted on four items: the election of directors, an advisory approval of executive compensation, an advisory vote on how often to hold future say-on-pay votes, and the ratification of Mazars LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026.

Which directors were elected to Trio-Tech Internationals Board at the 2025 meeting?

Stockholders elected S. W. Yong, Richard M. Horowitz, Victor H. M. Ting and Jason T. Adelman to serve as directors on Trio-Tech Internationals Board of Directors under the Companys plurality voting standard.

Did Trio-Tech International (TRT) stockholders approve executive compensation in 2025?

Yes. In the advisory vote on executive compensation, stockholders cast 2,206,543 votes for, 12,650 votes against, and 308,770 abstentions, thereby approving, on a non-binding advisory basis, the compensation paid to the Companys named executive officers as described in the October 23, 2025 proxy statement.

How often will Trio-Tech International hold future advisory votes on executive compensation?

Based on the advisory vote where stockholders cast 604,918 votes for 1 year, 146,369 for 2 years, 1,511,762 for 3 years, and 264,914 abstentions, the Board determined that Trio-Tech International will hold a non-binding advisory vote on executive compensation every three years, with the next such vote planned for the 2031 Annual Meeting of Stockholders.

Who is Trio-Tech Internationals independent auditor for the fiscal year ending June 30, 2026?

Stockholders ratified the appointment of Mazars LLP as Trio-Tech Internationals independent registered public accounting firm for the fiscal year ending June 30, 2026, with 3,174,789 votes for, 33,639 against, and 4,575 abstentions.

Is the say-on-pay vote at Trio-Tech International binding on the company?

No. The stockholder vote to approve executive compensation is described as a non-binding advisory vote. The results express stockholder views on compensation for named executive officers but are not legally binding on the company or the Board.