Ribbon Communications (RBBN) Proxy filing summary

Executive summary

• Entered 2025 with strong momentum, improved balance sheet, and expanded customer relationships; sales and earnings increased significantly year over year in the first half of 2025, but macro factors such as the U.S. Government shutdown and restructuring at a major customer impacted the second half, leading to reduced growth expectations for early 2026.

• 2025 revenue reached $845 million, up $11 million from the prior year, with adjusted EBITDA of $107 million and operating cash flow of $51 million; strong growth in India and with Verizon offset declines in government and defense sales.

• Strategic focus on modernization of legacy networks, AI-powered automation (Acumen platform), and secure private networks; partnerships with AWS and industry leaders to integrate AI and voice capabilities.

• 2026 outlook is conservative due to timing of government spending and industry consolidation, but long-term drivers remain positive; tax planning expected to generate additional cash for innovation and expansion.

Voting matters and shareholder proposals

• Stockholders will vote on the election of nine directors, ratification of Deloitte & Touche LLP as independent auditor for 2026, and a non-binding advisory vote on executive compensation.

• Additional business may be transacted as appropriate at the annual meeting.

Board of directors and corporate governance

• Board consists of nine members, with a majority being independent; separate Chairman and CEO roles, lead independent director, and annual election of all directors.

• Board composition determined by a Stockholders Agreement with JPMorgan Chase & Co. and Swarth, granting each the right to designate directors based on ownership thresholds.

• Four standing committees: Audit, Compensation, Nominating/Sustainability/Corporate Governance, and Technology & Innovation, all comprised solely of independent directors.

• Annual board and committee self-assessments, share ownership guidelines, and a robust code of conduct.