Aviat Networks (AVNW) Proxy filing summary

Executive summary

• Annual Meeting scheduled for November 11, 2026, with online participation and voting available to shareholders of record as of September 14, 2026.

• Key proposals include election of seven directors, ratification of Grant Thornton as auditor, advisory vote on executive compensation, and approval of an amendment to the Tax Benefit Preservation Plan.

• Board recommends voting in favor of all proposals, emphasizing sound governance, risk oversight, and shareholder value protection.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors, (2) ratification of Grant Thornton as independent auditor for FY2027, (3) advisory say-on-pay vote, and (4) extension of the Tax Benefit Preservation Plan to March 2029.

• Board unanimously recommends a vote “FOR” all proposals.

• Shareholder proposals for the 2027 meeting must be submitted between August 13 and September 12, 2027, or by June 4, 2027, for inclusion in the proxy.

Board of directors and corporate governance

• Board consists of seven members, with a majority being independent under NASDAQ rules.

• Board committees include Audit, Compensation, and Governance/Nominating, all comprised of independent directors.

• Board succession planning, diversity, and director qualifications are emphasized; no term limits or mandatory retirement age.

• Board leadership separates Chair and CEO roles, with John Mutch as Chair and Peter Smith as CEO.

• Directors are expected to attend annual meetings and participate in continuing education.