Comtech (NASDAQ: CMTL) investors approve board, pay and equity plan

Rhea-AI Filing Summary

Comtech Telecommunications Corp. reported the voting results of its Fiscal 2025 Annual Meeting of Stockholders held on March 9, 2026. Stockholders elected seven directors to the Board, with each nominee receiving more votes "For" than "Against."

On an advisory basis, stockholders approved the compensation of the Company’s named executive officers, with 32,033,498 votes in favor and 5,598,343 against. They also ratified the selection of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending July 31, 2026. In addition, stockholders approved an amendment to the 2023 Equity and Incentive Plan to increase the number of shares of common stock available under the plan.

FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972026-03-092026-03-09

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

March 9, 2026						0-7928
Date of Report (Date of earliest event reported)						Commission File Number

(Exact name of registrant as specified in its charter)

Delaware						11-2139466
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

305 N 54th Street

Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(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 exchange on which registered

Common Stock, par value $0.10 per share

CMTL

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 of this chapter).

☐ Emerging growth company

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 5.07    Submission of Matters to a Vote of Security Holders.

(a) On March 9, 2026, Comtech Telecommunications Corp. (the "Company") held its Fiscal 2025 Annual Meeting of Stockholders (the “Annual Meeting”).

(b) At the Annual Meeting, the stockholders of the Company voted on the following proposals as set forth in the Company’s Proxy Statement for the Annual Meeting, with the following results, which were consistent with the recommendations of the Company’s Board of Directors (the "Board") in each case:

Proposal No. 1 - Election of Seven Directors.

The nominees listed below received the number of votes set forth opposite their name at the Annual Meeting, and were elected to the Board:

Nominee			For						Against						Abstain						Broker Non-Votes
Kenneth H. Traub			38,123,051						259,978						17,979						6,134,308
Lieutenant General (Ret.) Bruce T. Crawford			38,006,695						325,110						69,203						6,134,308
Michael J. Hildebrandt			37,796,704						528,131						76,173						6,134,308
Mark R. Quinlan			34,629,245						1,491,812						2,279,950						6,134,309
Mary Jane Raymond			37,993,412						333,088						74,507						6,134,308
Lloyd A. Sprung			37,833,857						492,180						74,971						6,134,308
Lawrence J. Waldman			34,523,593						1,595,107						2,282,308						6,134,308

Proposal No. 2 - Approval (On an Advisory Basis) of the Compensation of the Named Executive Officers.

The advisory vote on the compensation of Named Executive Officers of the Company was approved at the Annual Meeting by the following votes:

For						Against						Abstain						Broker Non-Votes
32,033,498						5,598,343						769,161						6,134,313

Proposal No. 3 - Ratification of the Selection of Independent Registered Public Accounting Firm.

The non-binding ratification of the selection of Deloitte & Touche LLP as independent registered public accounting firm of the Company for the fiscal year ending July 31, 2026 was approved at the Annual Meeting by the following votes:

For						Against						Abstain						Broker Non-Votes
44,174,672						320,860						39,784						—

Proposal No. 4 - Approval of an Amendment to the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan, as amended (the "2023 Plan").

The Amendment to the 2023 Plan to increase the number of shares of Common Stock available under the 2023 Plan was approved at the Annual Meeting by the following votes:

For						Against						Abstain						Broker Non-Votes
37,122,608						1,165,014						113,382						6,134,311

(c) Not applicable.

(d) Not applicable.

SIGNATURE

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

COMTECH TELECOMMUNICATIONS CORP.

Dated:    March 11, 2026

By:    /s/ Michael A. Bondi    
Name:    Michael A. Bondi
Title:    Chief Financial Officer

FAQ

What did Comtech (CMTL) stockholders vote on at the Fiscal 2025 Annual Meeting?

Stockholders voted on electing seven directors, approving executive compensation on an advisory basis, ratifying Deloitte & Touche LLP as auditor for fiscal 2026, and approving an amendment to increase shares available under Comtech’s 2023 Equity and Incentive Plan.

Were Comtech (CMTL) director nominees elected at the 2025 Annual Meeting?

Yes, all seven director nominees were elected. Each nominee, including Kenneth H. Traub and Lieutenant General (Ret.) Bruce T. Crawford, received more votes “For” than “Against,” with additional broker non-votes recorded, confirming continued stockholder support for the Board’s slate.

Did Comtech (CMTL) shareholders approve executive compensation on an advisory basis?

Yes. The advisory proposal on named executive officer compensation received 32,033,498 votes “For,” 5,598,343 “Against,” and 769,161 abstentions, with 6,134,313 broker non-votes, indicating overall stockholder approval of Comtech’s current executive pay program and related policies.

Which audit firm did Comtech (CMTL) stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as Comtech’s independent registered public accounting firm for the fiscal year ending July 31, 2026, with 44,174,672 votes “For,” 320,860 “Against,” and 39,784 abstentions, and no broker non-votes recorded on this proposal.

What change was approved to Comtech’s 2023 Equity and Incentive Plan?

Stockholders approved an amendment to the 2023 Equity and Incentive Plan to increase the number of shares of common stock available under the plan. The vote was 37,122,608 “For,” 1,165,014 “Against,” 113,382 abstentions, and 6,134,311 broker non-votes.

Was the amendment to Comtech’s equity plan consistent with Board recommendations?

Yes. All proposals, including the amendment to the 2023 Equity and Incentive Plan and the advisory vote on executive compensation, were approved with results consistent with recommendations made by Comtech’s Board of Directors in the company’s proxy materials for the annual meeting.

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB