[8-K] AVIAT NETWORKS, INC. Reports Material Event

Rhea-AI Filing Summary

Aviat Networks (AVNW) reported the results of its 2025 Annual Meeting held on November 5, 2025. Stockholders approved the Third Amended and Restated 2018 Incentive Plan, which provides for an increase of 800,000 shares available for equity and cash awards to eligible participants.

All director nominees were elected. Proposal 4 (the incentive plan) received 7,091,677 votes for, 710,272 against, and 605,501 abstentions, with 2,033,862 broker non-votes. The advisory say‑on‑pay vote passed with 7,842,407 for, 321,239 against, and 243,810 abstaining, alongside broker non‑votes of 2,033,862. Stockholders also ratified Grant Thornton LLP as independent auditor with 10,383,443 for, 9,407 against, and 48,468 abstaining.

Participation was strong, with 10,441,318 shares represented, approximately 81.6% of shares entitled to vote.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

Form 8-K

______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2025

_______________________

AVIAT NETWORKS, INC.

(Exact name of registrant as specified in its charter)

______________________________________

Delaware

001-33278

20-5961564

(State or other jurisdiction

(Commission File

(I.R.S. Employer

of incorporation)

Number)

Identification No.)

200 Parker Dr., Suite C100A, Austin, Texas 78728

(Address of principal executive offices, including zip code)

(408)-941-7100

Registrant’s telephone number, including area code

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

AVNW

NASDAQ Stock Market LLC

☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described under Item 5.07 below, Aviat Networks, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on November 5, 2025. At the Annual Meeting, the Company’s stockholders approved the Aviat Networks, Inc. Third Amended and Restated 2018 Incentive Plan (the “LTIP”), which was initially approved by the Company’s stockholders on March 20, 2018 and amended and restated on November 10, 2021 and November 7, 2024. The LTIP provides for an increase of 800,000 shares of the Company’s Class A common stock in connection with awards of award stock options, stock appreciation rights (“SARs”), performance awards, restricted stock, restricted stock units (“RSUs”), stock awards, other stock-based awards, cash awards, and substitute awards, any of which may be further designated as performance awards, to eligible officers, employees, directors and consultants of the Company and its subsidiaries who are selected by the compensation committee of the Board of Directors (the “Board”) to receive such an award.

A description of the material terms and conditions of the LTIP is provided on pages 46-54 of the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on September 23, 2025 (the “Proxy Statement”), and the full text of the LTIP is included as Annex A to the Proxy Statement, which description and text are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

VOTING RESULTS OF FISCAL YEAR 2025 ANNUAL MEETING OF STOCKHOLDERS

For more information about the proposals set forth below, please see the Company’s Proxy Statement. A total of 10,441,318 (or approximately 81.6%) of the Company’s shares of common stock, par value $0.01 per share, that were issued, outstanding and entitled to vote at the Annual Meeting were represented in person or by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the Annual Meeting.

(1) Proposal 1 – Election of Directors. Each of the following persons was duly elected by the Company’s stockholders until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified, with votes as follows:

						Number of Shares
Nominees:						For						Against						Abstain						Broker Non-Votes
John Mutch						7,936,919						466,123						4,414						2,033,862
Laxmi Akkaraju						8,315,156						73,210						19,090						2,033,862
Scott Halliday						8,133,437						254,677						19,342						2,033,862
Bryan Ingram						8,305,968						82,092						19,396						2,033,862
Michele Klein						8,017,715						370,651						19,090						2,033,862
Peter Smith						8,332,200						71,079						4,177						2,033,862
Bruce Taten						8,043,677						344,161						19,618						2,033,862

(2) Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm. The ratification of the appointment by the Audit Committee of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026, was approved by the Company’s stockholders, with votes as follows:

Number of Shares

For

Against

Abstain

Proposal 2

10,383,443

9,407

48,468

(3) Proposal 3 – Advisory, Non-Binding Vote on Named Executive Officer Compensation. The advisory, non-binding vote to approve the Company’s named executive officer compensation, was approved by the Company’s stockholders, with votes as follows:

						Number of Shares
						For						Against						Abstain						Broker Non-Votes
Proposal 3						7,842,407						321,239						243,810						2,033,862

(4) Proposal 4 – Third Amended and Restated 2018 Incentive Plan. Third Amended and Restated 2018 Incentive Plan. The Third Amended and Restated 2018 Incentive Plan of the Company, was approved by the Company’s stockholders, with votes as follows:

						Number of Shares
						For						Against						Abstain						Broker Non-Votes
Proposal 4						7,091,677						710,272						605,501						2,033,862

No other matters were submitted for stockholder action at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AVIAT NETWORKS, INC.

Date: November 6, 2025

By:

/s/ Andrew Fredrickson

Name:

Andrew Fredrickson

Title:

Vice President and Interim Chief Financial Officer

FAQ

What did AVNW stockholders approve regarding the incentive plan?

They approved the Third Amended and Restated 2018 Incentive Plan, adding 800,000 shares available for awards.

Were Aviat Networks' director nominees elected at the 2025 meeting?

Yes. All nominees were elected to serve until the 2026 Annual Meeting or until successors are qualified.

Did AVNW’s say-on-pay proposal pass?

Yes. Say‑on‑pay received 7,842,407 votes for, 321,239 against, and 243,810 abstentions, with 2,033,862 broker non‑votes.

Which auditor did Aviat Networks’ stockholders ratify for fiscal 2026?

Stockholders ratified Grant Thornton LLP with 10,383,443 votes for, 9,407 against, and 48,468 abstentions.

What was the shareholder participation at AVNW’s 2025 Annual Meeting?

A total of 10,441,318 shares were represented, approximately 81.6% of shares entitled to vote.

How did shareholders vote on the incentive plan (Proposal 4)?

Votes were 7,091,677 for, 710,272 against, 605,501 abstaining, and 2,033,862 broker non‑votes.