Aviat Networks (AVNW) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 5, 2025, to be held virtually, with voting on key proposals including director elections, auditor ratification, executive compensation, and an amended incentive plan.

• Only shareholders of record as of September 11, 2025, are eligible to vote; each share carries one vote per proposal.

• Proxy materials and annual report are available online; shareholders are encouraged to vote by proxy to ensure quorum.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2026 Annual Meeting.

• Ratification of Grant Thornton as independent auditor for fiscal year 2026.

• Advisory, non-binding vote on executive compensation (Say-on-Pay).

• Approval of the Third Amended and Restated 2018 Incentive Plan, increasing available shares by 1,200,000.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

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

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

• Recent director appointment brings expertise in finance, audit, and compliance.

• Board leadership separates Chair and CEO roles; Chair is currently an independent director.

• Board succession planning and diversity considered in director selection.