Aware (NASDAQ: AWRE) adds cyber CEO to board as equity plan expands
Rhea-AI Filing Summary
Aware, Inc. appointed James Beecham, co-founder and chief executive officer of cloud data security company ALTR, as a Class I Director on July 15, 2026, based on the recommendation of the Nominating and Corporate Governance Committee. The board cited his industry expertise and leadership experience at ALTR.
On the same date, Aware held its Annual Meeting of Shareholders. 21,646,057 shares of common stock were outstanding as of the May 19, 2026 record date. Shareholders re-elected Ajay K. Amlani and Peter R. Faubert as Class III directors, approved on an advisory basis the compensation of named executive officers, ratified the appointment of RSM US LLP as independent registered public accounting firm, and approved an amendment to the 2023 Equity and Incentive Plan to increase shares authorized for issuance by 1,000,000 shares.
Positive
- None.
Negative
- None.
Filing Explained
The approved amendment adds
8-K Event Classification
2 items: 5.02, 5.07
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares outstanding: 21,646,057 shares
Equity plan increase: 1,000,000 shares
Votes for Amlani: 10,683,968
+5 more
8 metrics
Shares outstanding
21,646,057 shares
Common stock outstanding as of May 19, 2026 record date
Equity plan increase
1,000,000 shares
Additional shares authorized under 2023 Equity and Incentive Plan
Votes for Amlani
10,683,968
Votes for Class III director nominee Ajay K. Amlani
Votes for Faubert
9,404,606
Votes for Class III director nominee Peter R. Faubert
Say-on-pay votes for
9,879,827
Votes for advisory approval of named executive officer compensation
Auditor ratification votes for
16,057,238
Votes for ratification of RSM US LLP
Equity plan amendment votes for
8,632,145
Votes for amendment to 2023 Equity and Incentive Plan
Equity plan amendment votes against
2,325,719
Votes against amendment to 2023 Equity and Incentive Plan
Key Terms
Class I Director, Class III directors, broker non-votes, 2023 Equity and Incentive Plan, +2 more
6 terms
Class I Director regulatory
"appointed James Beecham as a Class I Director"
A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.
Class III directors regulatory
"to re-elect Ajay K. Amlani and Peter R. Faubert as our Class III directors"
Class III directors are members of a company’s board assigned to one of several staggered term groups, so only that class faces election in a particular year while other classes stay in place. For investors this affects corporate control and takeover risk because staggered elections make it slower and harder for an outside group to replace a majority of directors quickly—think of it as a rotating schedule for board seats that provides continuity but can also entrench existing leadership.
broker non-votes financial
"Nominee | For | Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
2023 Equity and Incentive Plan financial
"approve an amendment to our 2023 Equity and Incentive Plan"
independent registered public accounting firm regulatory
"RSM US LLP as our independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis regulatory
"To approve, on an advisory basis, the compensation"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What board change did Aware (AWRE) disclose on July 15, 2026?
Aware appointed James Beecham, co-founder and CEO of ALTR, as a Class I Director. The board highlighted his cloud data security, enterprise software, and cybersecurity experience as reasons for his appointment.
Which director nominees were re-elected at Aware (AWRE)'s 2026 annual meeting?
Shareholders re-elected Ajay K. Amlani and Peter R. Faubert as Class III directors. Amlani received 10,683,968 votes for, while Faubert received 9,404,606 votes for, each with broker non-votes recorded.
What happened with the Aware (AWRE) 2023 Equity and Incentive Plan at the 2026 meeting?
Shareholders approved an amendment to Aware’s 2023 Equity and Incentive Plan, increasing the number of common shares authorized for issuance under the plan by 1,000,000 shares, following a shareholder vote on the proposal.