Aware (AWRE) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 15, 2026, at the company’s headquarters in Burlington, MA, with four main proposals up for shareholder vote.

• Shareholders can vote by mail, phone, internet, or in person, with a record date of May 19, 2026, for voting eligibility.

• The board unanimously recommends voting in favor of all proposals, including director re-elections, executive compensation, auditor ratification, and an equity plan amendment.

Voting matters and shareholder proposals

• Proposal 1: Re-election of Ajay K. Amlani and Peter R. Faubert as Class III directors for three-year terms.

• Proposal 2: Advisory vote to approve named executive officer compensation.

• Proposal 3: Ratification of RSM US LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Proposal 4: Amendment to the 2023 Equity and Incentive Plan to increase authorized shares by 1,000,000.

• No other proposals are expected; board has discretionary authority for any other business.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes, with staggered three-year terms.

• Majority of directors are independent; all committees meet Nasdaq independence requirements.

• Board committees include audit, compensation, nominating and corporate governance, and executive committees.

• Board leadership structure separates chairman (independent) and CEO roles.

• Annual board and committee performance reviews are conducted.