Ondas (ONDS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 12, 2025, to vote on director elections, auditor ratification, executive compensation, amendments to the charter, and the 2021 Stock Incentive Plan.

• The Board recommends voting in favor of all proposals, including increasing authorized common stock and expanding the stock incentive plan.

• Record date for voting is April 10, 2025, with 127,724,799 shares outstanding.

Voting matters and shareholder proposals

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

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting between January 12 and February 11, 2026.

Board of directors and corporate governance

• Board consists of six members, with a majority deemed independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all meeting independence requirements.

• Board held six meetings in 2024; committee chairs rotate as presiding directors.

• Code of Conduct and committee charters are available on the company website.