Aviat Networks (AVNW) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on November 6, 2024, to elect seven directors, ratify the appointment of Deloitte as auditor, hold advisory votes on executive compensation and its frequency, and approve the Second Amended and Restated 2018 Incentive Plan.

• Only shareholders of record as of September 12, 2024, are entitled to vote.

• The Board recommends voting in favor of all proposals, including annual say-on-pay votes and the incentive plan extension.

Voting matters and shareholder proposals

• Proposals include election of seven directors, auditor ratification, advisory say-on-pay, advisory vote on frequency of say-on-pay, and approval of the Second Amended and Restated 2018 Incentive Plan.

• Board recommends annual say-on-pay votes and supports all proposals.

• Shareholder proposals for the 2025 meeting must be submitted between August 8 and September 8, 2025, for non-inclusion, or by May 27, 2025, for inclusion in the proxy.

Board of directors and corporate governance

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

• New director nominee, Asako Aoyama, is nominated via NEC Corporation's rights after a recent acquisition.

• Board diversity includes gender and professional backgrounds; ongoing focus on skills and diversity.

• Board held 13 meetings in FY2024; all members attended at least 75% of meetings.

• Board committees: Audit, Compensation, and Governance & Nominating, all comprised of independent directors.

• Board leadership separates Chair and CEO roles; John Mutch serves as Chair.