Aviat Networks (AVNW) Proxy filing summary

Executive summary

• Annual meeting scheduled online for November 11, 2026; record-date holders as of September 14 may vote on four proposals.

• Ballot covers seven director elections, Grant Thornton’s FY2027 auditor appointment, an advisory say-on-pay vote, and extending the tax-benefit plan to March 3, 2029.

• FY2026 operating highlights included revenue above $100 million in each quarter, backlog up 14%, and record Q4 bookings.

Voting matters and shareholder proposals

• Board unanimously recommends FOR all seven director nominees and proposals 2–4; proposals 2–4 require a majority of voting power present or represented and entitled to vote.

• Directors are elected by majority of votes cast; an uncontested nominee receiving more AGAINST than FOR must offer to resign, with the Board’s decision publicly reported within four business days.

• FY2025 say-on-pay received 93.3% support; the Compensation Committee considered the result in its deliberations, and say-on-pay remains annual.

Board of directors and corporate governance

• Seven nominees stand for annual election; all current directors except CEO Peter A. Smith were determined independent under NASDAQ rules. Independent directors meet regularly in executive session, led by Chair John Mutch.

• Board held five regular and six special meetings in FY2026; each director attended at least 75% of applicable Board and committee meetings.

• Governance and Nominating Committee uses a skills matrix, considers diversity of perspectives and backgrounds, and accepts stockholder-recommended candidates.

• Insider-trading rules prohibit directors and executive officers from short sales, hedging, pledging, margin-account holdings, and specified derivatives involving shares.