Monitor the say-on-pay vote outcome — last approval was 91.7% in 2023, but the persistent net losses and large accrued CEO bonuses may erode support. The $2M Section 16(b) verdict against the CEO is a governance red flag that could attract activist attention if the stock continues to underperform.
Price Chart
Executive Summary
Franklin Wireless Corp. filed its definitive proxy statement for the 2025 Annual Meeting to be held December 4, 2026. The filing is routine governance with no shareholder proposals or contested elections. Key items include election of five incumbent directors, ratification of Simon & Edward as auditors, and advisory votes on executive compensation and frequency. The company reported a net loss of $4.7M for FY2026 and a cumulative TSR of -68% on a $100 investment since FY2023, while CEO OC Kim received $800,000 in total compensation (mostly accrued bonuses). A prior $2M jury verdict against CEO Kim for Section 16(b) short-swing profit violations remains a governance overhang.
Key Facts
- Annual Meeting scheduled for December 4, 2026; record date September 25, 2026
- Five incumbent director nominees: OC Kim, Johnathan Chee, Heidy Chow, Kristina Kim, Ira Greenstein
- CEO OC Kim total compensation: $800,000 in FY2026 ($300,000 salary + $500,000 accrued bonus)
- Net loss attributable to parent company: $4,743,808 in FY2026 vs $243,101 in FY2025
- Value of initial $100 investment based on TSR: ($31.90) as of June 30, 2026, down from $12.06 in FY2025
- Last say-on-pay vote in 2023: 5,277,329 shares FOR, 477,672 AGAINST (91.7% approval)
- Board recommends say-on-pay frequency every three years
- In October 2023, a civil jury returned a $2,000,000 verdict against CEO OC Kim for Section 16(b) short-swing profit violations
- CEO Kim has a $5 million change-of-control payment and a $3 million voluntary termination severance agreement
- Accrued but unpaid bonuses to CEO Kim total $1,875,000 as of June 30, 2026
- CEO Kim owes the company $662,596 remaining on a settlement receivable after partial offset via option repurchase
- Audit fees: $95,000 for FY2026, down from $104,378 in FY2025
Financial Impact
No material financial impact from this proxy filing. The company reported a net loss of $4.7M for FY2026 and has $1.875M in accrued but unpaid CEO bonuses.
Risk Factors
- CEO OC Kim has a $5M change-of-control payment and $3M voluntary termination severance — potential overhang in any M&A scenario
- Accrued but unpaid CEO bonuses of $1.875M represent a cash liability if board approves payment
- Net loss trajectory worsened from $243K in FY2025 to $4.7M in FY2026; TSR of -68% on $100 investment since FY2023
- CEO owes company $662,596 from prior settlement — collection risk
- No shareholder proposals on ballot, but governance concerns (CEO legal liability, pay-for-performance disconnect) could fuel future activism
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001683168-26-007904 |
| Document: 0001683168-26-007904-index-headers.html | 0001683168-26-007904 |
| Document: 0001683168-26-007904-index.html | 0001683168-26-007904 |
| Document: 0001683168-26-007904.txt | 0001683168-26-007904 |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers