Ondas (ONDS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 28, 2026, with five key proposals up for shareholder vote, including director elections, auditor ratification, executive compensation approval, a charter amendment to increase authorized shares, and an amendment to the 2021 Stock Incentive Plan.

• The Board recommends voting in favor of all proposals, emphasizing the importance of shareholder participation and proxy voting.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors, ratifying BDO USA, P.C. as the new independent auditor, approving executive compensation on an advisory basis, increasing authorized common stock from 800M to 1.2B shares, and expanding the 2021 Stock Incentive Plan by 20M shares.

• The Board recommends a FOR vote on all proposals.

• Shareholders may submit proposals for the 2027 meeting by December 21, 2026, and director nominations must comply with SEC and company bylaws.

Board of directors and corporate governance

• The Board consists of four members, with no lead independent director; committee chairs rotate as presiding directors.

• All directors attended at least 75% of meetings in 2025.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• The company has a Code of Business Conduct and Ethics, and an Insider Trading Policy prohibiting hedging and short sales.