Harmonic (HLIT) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 4, 2026, with virtual participation and electronic voting options.

• Key business includes election of seven directors, advisory votes on executive compensation, amendment to the equity plan, and auditor ratification.

• FY25 revenue reached $361M, with strong fiber growth and global customer expansion.

• Record backlog and deferred revenue, with Q4 bookings of $347M and a 3.5 book-to-bill ratio.

Voting matters and shareholder proposals

• Election of seven directors to serve until 2027 or until successors are elected.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Advisory vote on frequency of future say-on-pay votes, with board recommending annual votes.

• Approval sought for amendment to 2025 Equity Incentive Plan to add 7,000,000 shares.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

Board of directors and corporate governance

• Board consists of seven nominees, six of whom are independent; board chair and CEO roles are separated.

• Board diversity: 42.9% female, 14.3% ethnically diverse, average age 59.8 years.

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

• Annual board and committee performance assessments; stock ownership guidelines for directors and executives.