Airgain (AIRG) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, to elect two Class I directors, ratify the appointment of Grant Thornton LLP as auditor, hold an advisory vote on executive compensation, and approve amendments to the 2016 Incentive Award Plan.

• Shareholders can vote online, by phone, mail, or during the virtual meeting, with each share entitled to one vote as of April 13, 2026.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Four proposals: election of two directors, auditor ratification, advisory say-on-pay, and amendment/restatement of the 2016 Incentive Award Plan.

• Shareholders may submit proposals for the 2027 meeting by December 31, 2026, and must follow advance notice procedures for nominations.

• Board recommends voting “For” all proposals; voting results will be announced at the meeting and filed with the SEC.

Board of directors and corporate governance

• Board consists of seven members, with a classified structure to promote continuity and long-term focus.

• All directors except the CEO are independent; board committees include audit, compensation, and nominating/governance, all with independent members.

• Annual board self-evaluation and regular executive sessions of independent directors.

• Directors are encouraged to attend annual meetings; five attended in 2025.

• Insider trading policy prohibits pledging, hedging, and margin transactions.