Mitek Systems (MITK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 10, 2024, with record date set as July 25, 2024.

• Key proposals include election of six directors, ratification of BDO as auditor, and advisory vote on executive compensation.

• 2023 financial highlights: revenue of $172.6M (up 19%), net income of $8.0M, and over 7,900 financial institutions using company technology.

• Board and management engaged in regular shareholder outreach, especially with top institutional holders.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of six directors, (2) ratification of BDO as independent auditor, (3) advisory approval of executive compensation.

• Board recommends voting “For” all proposals.

• Shareholder proposals for the 2025 meeting must comply with SEC rules and company bylaws, with specific timing requirements.

Board of directors and corporate governance

• Board currently has six members, with a mix of industry, financial, and technology expertise.

• Interim CEO Scott Carter also serves as Executive Chair; a Lead Independent Director is in place during the CEO search.

• All directors except the Interim CEO are independent per Nasdaq standards.

• Board diversity matrix shows gender and ethnic diversity among directors.

• Board committees: Audit, Compensation, and Nominating & Governance, all with independent members.