Ondas (ONDS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 18, 2024, to vote on director elections, auditor ratification, executive compensation, and an amendment to the 2021 Stock Incentive Plan.

• The Board recommends voting in favor of all proposals, including increasing shares under the 2021 Plan.

• Only shareholders of record as of October 17, 2024, are eligible to vote.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying the auditor, advisory approval of executive compensation, and amending the 2021 Stock Incentive Plan to increase authorized shares.

• Shareholders may also transact other business properly presented at the meeting.

• The Board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2025 meeting between July 21 and August 20, 2025.

Board of directors and corporate governance

• The Board consists of five members, with a majority being independent under Nasdaq rules.

• No lead independent director; presiding director rotates among committee chairs.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Directors are expected to attend the annual meeting; all attended in 2023.

• Shareholders can communicate with the Board via written correspondence.