Viasat (VSAT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 4, 2025, to be held virtually, with a record date of July 8, 2025, and 134,253,584 shares outstanding as of that date.

• Key proposals include election of two directors, ratification of the auditor, advisory vote on executive compensation, and amendments to equity and employee stock purchase plans.

• Board recommends voting FOR all proposals.

• All directors attended at least 75% of meetings in fiscal 2025; board committees include Audit, Compensation and Human Resources, Nomination, Evaluation and Corporate Governance, and Banking and Finance.

Voting matters and shareholder proposals

• Proposals: (1) Elect Richard Baldridge and Sean Pak as Class II Directors; (2) Ratify PricewaterhouseCoopers as auditor for FY2026; (3) Advisory say-on-pay vote; (4) Amend and restate 1996 Equity Participation Plan; (5) Amend and restate Employee Stock Purchase Plan.

• Board unanimously recommends FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by March 27, 2026.

Board of directors and corporate governance

• Board leadership includes a combined Chairman/CEO and a Lead Independent Director.

• Majority of board members are independent; all committee members are independent as per Nasdaq standards.

• Board evaluation and refreshment process led to six new independent directors since 2020.

• Stockholder engagement is a priority, with substantive conversations held with holders of about 65% of shares in FY2025.

• Board responded to feedback by enhancing compensation alignment, increasing bonus transparency, and publishing ESG reports.