Cambium Networks (CMBM) Proxy filing summary

Executive summary

• The annual general meeting will be held virtually on June 25, 2026, with shareholders voting on director elections, auditor ratification, executive compensation, a reverse share split, and amendments to the company's governing documents.

• The company remains a controlled company under Nasdaq rules, with Vector Capital holding a majority stake and nominating directors.

• The board recommends voting in favor of all proposals, including a three-year frequency for future say-on-pay votes.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class III and three Class I directors, ratifying BDO USA, P.C. as auditor, approving executive compensation, setting the frequency of say-on-pay votes, approving a reverse share split, and amending the Memorandum and Articles of Association for fractional shares and the reverse split.

• The board recommends voting "FOR" all proposals and a three-year frequency for say-on-pay votes.

• Shareholder proposals for the 2027 meeting must be received by January 22, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of seven directors divided into three classes with staggered terms; Vector Capital nominates directors based on its ownership percentage.

• Three directors are independent under Nasdaq rules; the company relies on controlled company exemptions for board and committee composition.

• The board separates the roles of chairman and CEO and maintains audit and compensation committees.

• The board emphasizes diversity in experience and skills, though no formal diversity policy exists.