Mitek Systems (MITK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 3, 2026, with five key proposals for shareholder vote, including director elections, auditor ratification, executive compensation, and amendments to equity plans.

• 2025 performance highlights include $180M in revenue, 21% SaaS revenue growth, 30% adjusted EBITDA margin, and strong cash flow and balance sheet metrics.

• Board and management emphasize ongoing engagement with shareholders, incorporating feedback into compensation and governance practices.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eight directors, ratification of BDO USA, P.C. as auditor, advisory approval of executive compensation, amendment of the Employee Stock Purchase Plan, and amendment of the 2020 Incentive Plan.

• Board recommends voting FOR all proposals.

• Procedures for voting, revocation, and broker non-votes are detailed, with a majority required for most proposals and plurality for director elections.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; diverse in gender and ethnicity, with all committees chaired by women.

• Directors bring expertise in governance, finance, technology, and industry, with detailed biographies and qualifications provided.

• Board leadership structure separates Chair and CEO roles; robust risk oversight, cybersecurity, and succession planning processes in place.

• Committees (audit, human capital, nominating) are fully independent and meet regularly; 100% attendance at meetings except one director at 95%.

• Stockholder engagement is ongoing, with feedback leading to changes in compensation and disclosure practices.