Aviat Networks Inc

Proposal 3 asks stockholders to provide an advisory, non-binding approval of Aviat’s compensation program for its named executive officers. The vote covers the Compensation Discussion and Analysis and the related compensation tables, notes, and narrative in the proxy statement. Management is seeking approval under the recurring say-on-pay requirements of Section 14A of the Exchange Act. The Company frames the program as performance-oriented, with variable compensation tied to financial and operating outcomes and substantial long-term equity incentives. Management also emphasizes alignment between executive interests and stockholder value, retention of key leaders, and incentives for sustained performance. The proxy notes that 93.3% of voting power supported executive compensation at the 2025 annual meeting, although that prior result is advisory and does not bind the Board. The Board states that historical compensation over the past three years reflects economic stress and lower earnings while using equity incentives to stabilize and position the Company for recovery. The Compensation Committee will consider the vote outcome in future compensation deliberations, but neither the Board nor the committee is legally required to take action based on the result. The Board unanimously recommends a vote FOR the proposal.

Proposal 4 asks stockholders to approve Amendment No. 2 to Aviat’s Amended and Restated Tax Benefit Preservation Plan. The amendment extends the Plan’s final expiration date from March 3, 2026 to March 3, 2029, without making other substantive changes to the Plan. The Plan is intended to protect approximately $219.2 million of federal net operating losses, along with federal, state, and foreign tax credit carryforwards, from limitation under Section 382 of the Internal Revenue Code. It does so by discouraging acquisitions that would cause a person or group to beneficially own 4.9% or more of the Company’s common stock, as well as additional acquisitions by existing 4.9% holders, absent Board approval. If a triggering acquisition occurs, the rights plan can impose substantial dilution through rights exercisable for common stock or other consideration. Management acknowledges that the Plan cannot eliminate the possibility of an ownership change and could restrict liquidity, depress the stock price, or have anti-takeover effects. The Company also notes that the IRS could challenge the amount of the tax benefits or assert that an ownership change already occurred. The Board believes the tax benefits are valuable assets and that continuing the Plan is an important protective measure for the Company and stockholders. The Company anticipates terminating the Plan if stockholders do not approve the amendment, which management warns could substantially impair the tax benefits. The Board unanimously recommends a vote FOR the amendment.