Mitek Systems (MITK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 4, 2025, with record date set as January 17, 2025.

• Key proposals include election of eight directors, ratification of BDO USA, P.C. as auditor, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders can vote in person, by mail, phone, or internet; proxy revocation and broker non-vote rules detailed.

Voting matters and shareholder proposals

• Proposals: elect eight directors, ratify BDO as auditor, approve executive compensation on advisory basis.

• Board recommends FOR all proposals; plurality voting for directors, majority for other items.

• Shareholder proposals for 2026 must be submitted by September 30, 2025, with detailed nomination procedures.

Board of directors and corporate governance

• Eight director nominees, including one new nominee, with diverse backgrounds; 40% women, 25% non-white.

• All standing committees chaired by women; board skills include governance, finance, technology, and international experience.

• Board leadership structure separates Chair and CEO roles; onboarding and ongoing education for directors.

• Majority of directors are independent per Nasdaq standards.

• Board met 13 times in 2024; all directors attended at least 75% of meetings.