Vistance Networks Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   To elect eight directors to the Board of Directors, each to serve until the 2027 annual meeting or until a successor is elected and qualified.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

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

   More detail

   This management proposal asks stockholders to approve, on an advisory (non-binding) basis, the compensation of named executive officers as described in the proxy statement, reflecting the Company’s pay-for-performance philosophy. Management seeks shareholder approval to validate its design of the 2025 compensation program, which returned to equity-based long-term incentives with RSUs and PSUs tied to Adjusted EBITDA after 2024’s cash-based LTIP adjustments. Context includes follow-up outreach after a 58% say-on-pay vote in 2025 and modifications to prior PSUs in 2024; the Compensation Committee emphasizes responsiveness to shareholder feedback and alignment with long-term value creation. The Board recommends FOR because it believes compensation is competitive, aligns pay with performance, balances retention needs during transformational transactions, and uses multi-year performance metrics to align executives with stockholders. The vote is advisory and non-binding but will be considered by the Compensation Committee in future compensation decisions.

3. 3

   Advisory Vote on Frequency of Advisory Votes on Executive Compensation

   ManagementBoard: FOR

   A non-binding advisory vote allowing shareholders to indicate whether future advisory votes on NEO compensation should be held every one, two, or three years.

   More detail

   This management proposal asks shareholders to indicate their preference for the frequency of future advisory votes on executive compensation—every one, two, or three years—with the Board recommending annual votes. Management seeks this advisory input to guide governance cadence; although non-binding, results will inform Board decisions. The Company currently expects the next frequency vote in 2032 and is responsive to investor feedback after the 2025 say-on-pay. An annual vote offers regular shareholder feedback and aligns with the Board’s engagement practices.

4. 4

   Approval of Additional Shares Under 2019 Long-Term Incentive Plan

   ManagementBoard: FOR

   To approve an amendment to the 2019 Long-Term Incentive Plan to increase the shares authorized under the plan by 6.9 million shares.

   More detail

   This management proposal requests shareholder approval to amend the 2019 Long-Term Incentive Plan to add 6.9 million additional shares to the plan’s reserve. Management argues the current reserve (9.1 million available as of March 1, 2026) is insufficient for upcoming grants for recruitment, retention, and aligning employee incentives with stockholder interests. The request follows the Company’s return to equity-based long-term incentives in 2025 after temporary cash LTIPs in 2024 and reflects historical use of performance-based awards. Compensation Committee considered outstanding awards, historical usage, and expects the additional shares to cover grants through early 2027, planning to seek further approvals at the 2027 annual meeting. The plan includes governance-friendly features (no option repricing without shareholder approval, minimum vesting, no liberal share recycling, no dividends on unearned awards, CLAWBACK policy). The Board recommends FOR due to the need for sufficient equity pool to sustain pay-for-performance incentives, though dilution and equity burn will be key shareholder concerns.

5. 5

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   To ratify Ernst & Young LLP as the Company's independent registered public accounting firm for 2026.

   More detail

   This management proposal asks stockholders to ratify the Audit Committee’s selection of Ernst & Young LLP as the independent auditor for 2026. The Audit Committee evaluated EY’s qualifications, independence, and fees and concluded continuity with EY serves the Company’s interests. Ratification is non-binding but reflects stockholder input on auditor selection. The Board recommends FOR to support audit continuity; failure to ratify would prompt the Audit Committee to reevaluate the auditor selection. This proposal is routine and therefore does not require a verbose analytical summary beyond these points.

Upcoming shareholder meetings at Vistance Networks Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Vistance Networks Inc 2026 annual meeting?

Vistance Networks Inc (VISN) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

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

The record date for the Vistance Networks Inc 2026 meeting is Wednesday, March 11, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 8 director nominees at the Vistance Networks Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 5 proposals at the Vistance Networks Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.