Ondas (ONDS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 28, 2026, with key proposals including director elections, auditor ratification, executive compensation approval, a charter amendment to increase authorized shares, and an amendment to the stock incentive plan.

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

• The record date for voting eligibility is April 9, 2026, with 481,883,390 shares outstanding.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying BDO USA, P.C. as auditor, advisory approval of executive compensation, increasing authorized common stock from 800M to 1.2B shares, and increasing shares under the 2021 Stock Incentive Plan.

• Shareholders may submit proposals for the 2027 meeting between January 28 and February 27, 2027, or by December 21, 2026, for inclusion in the proxy statement.

• The Board recommends voting FOR all proposals.

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 applicable to all employees and directors.

• Majority of the Board is independent under Nasdaq rules.