Ribbon Communications Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of nine director nominees named in the proxy statement to serve until the 2027 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.

3. 3

   Advisory Approval of Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This proposal requests an advisory, non-binding endorsement of the Company’s executive compensation policies and payouts for the named executive officers for 2025 as disclosed in the proxy statement. Management seeks shareholder approval to demonstrate alignment with shareholders and to continue its pay-for-performance framework which emphasizes variable compensation, PSUs, RSUs and annual bonuses tied to revenue and adjusted EBITDA metrics; the Compensation Committee used peer benchmarking, engagement with large stockholders and retained an independent compensation consultant in setting targets. The advisory vote does not bind the Board or alter fiduciary duties but the Board and Compensation Committee will consider the vote outcome in future compensation decisions; historically, the 2025 say-on-pay received ~99% support. The Board recommends a vote FOR, arguing that their compensation program balances short- and long-term incentives, includes robust governance features (clawback policy, stock ownership guidelines, no hedging), and uses conservative severance structures. The potential shareholder argument against may center on pay quantum, or specific large grants (e.g., strategic achievement award to CEO), but management contends those were justified by performance, retention needs and market alignment. The vote serves as an important signal to the Compensation Committee and the Board on investor sentiment regarding executive pay and will be considered in subsequent compensation determinations.

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When is the Ribbon Communications Inc 2026 annual meeting?

Ribbon Communications Inc (RBBN) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

What is the record date for the Ribbon Communications Inc 2026 meeting?

The record date for the Ribbon Communications Inc 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ribbon Communications Inc's 2026 meeting?

The board is presenting 9 director nominees at the Ribbon Communications Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ribbon Communications Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Ribbon Communications Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.