Aviat Networks Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven director nominees to serve until the 2027 Annual Meeting of Stockholders or until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2027.

3. 3

   Advisory, Non-Binding Vote on Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, notes, and narrative.

   More detail

   Proposal 3 asks stockholders to approve the compensation of Aviat’s named executive officers on an advisory, non-binding basis. The vote covers the Compensation Discussion and Analysis, compensation tables, notes, and related narrative in the proxy statement. Management is seeking approval under the annual Say-on-Pay process required by Section 14A of the Exchange Act. The company describes its compensation philosophy as performance-oriented, with variable pay tied to annual financial goals and long-term equity incentives. Fiscal 2026 compensation included base salary, annual incentive compensation, and a mix of performance-based and time-based equity awards. The company also highlights governance practices including clawbacks, hedging and pledging prohibitions, double-trigger change-in-control vesting, and no tax gross-ups. At the 2025 annual meeting, 93.3% of the voting power present and entitled to vote supported the prior executive compensation advisory proposal. The Board recommends voting FOR because it believes the program rewards sustained financial and operating performance, aligns executives with stockholders, and supports retention. Because the vote is advisory, it will not bind the Board or Compensation Committee, although the Compensation Committee states that it will consider the outcome in future compensation decisions.

4. 4

   Approval of Amendment No. 2 to the Company’s Amended and Restated Tax Benefit Preservation Plan

   ManagementBoard: FOR

   Approve Amendment No. 2 extending the final expiration date of the Company’s Tax Benefit Preservation Plan from March 3, 2026 to March 3, 2029, with no other changes.

   More detail

   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 and makes no other substantive changes. The plan is intended to protect the company’s federal and other tax attributes from an ownership change under Section 382 of the Internal Revenue Code. As of July 3, 2026, Aviat reported approximately $219.2 million of federal net operating losses, $5.3 million of federal and state tax credit carryforwards, and $2.5 million of foreign tax credit carryforwards. Subject to limited exceptions, the plan discourages acquisitions that would cause a person or group to beneficially own 4.9% or more of the outstanding common stock, as well as additional purchases by existing 4.9% holders. If triggered, the rights plan could dilute an acquiring person through flip-in and flip-over provisions, although the Board may redeem or exchange the rights under specified circumstances. Management acknowledges that the plan cannot guarantee prevention of an ownership change and may restrict liquidity or have anti-takeover effects. The company anticipates terminating the plan if stockholder approval is not obtained, which management warns could substantially impair the tax benefits. The Board recommends voting FOR because it considers the tax benefits valuable and views continued protection through 2029 as in the best interests of the company and its stockholders.

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When is the Aviat Networks Inc 2026 annual meeting?

Aviat Networks Inc (AVNW) holds its 2026 annual shareholder meeting on Wednesday, November 11, 2026.

What is the record date for the Aviat Networks Inc 2026 meeting?

The record date for the Aviat Networks Inc 2026 meeting is Monday, September 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Aviat Networks Inc's 2026 meeting?

The board is presenting 7 director nominees at the Aviat Networks Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Aviat Networks Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Aviat Networks Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.