Mercury Systems (MRCY) Proxy filing summary

Executive summary

• Annual meeting scheduled for October 28, 2026, to elect three Class II directors, hold a say-on-pay advisory vote, and ratify KPMG LLP as auditor for fiscal 2027.

• Board recommends voting FOR all proposals and nominees.

• Forward-looking statements highlight risks including supply chain, geopolitical events, and integration of acquisitions.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors for three-year terms, an advisory vote on executive compensation, and ratification of KPMG LLP as auditor.

• Board recommends FOR all proposals; majority voting applies in uncontested elections.

• Shareholder proposals for the 2027 meeting must be submitted by May 20, 2027.

Board of directors and corporate governance

• Board consists of nine members, 89% independent, with a Lead Independent Director.

• Board committees (Audit, Human Capital & Compensation, Nominating & Governance, M&A & Finance, Government Relations) are 100% independent.

• Board refreshment ongoing; five of eight independent directors added in last five years.

• Stock ownership guidelines require directors to own five times the annual cash retainer.

• Code of Business Conduct and Ethics, Human Rights Policy, and Supplier Code of Conduct in place.