Vistance Networks (NASDAQ: VISN) stockholders approve all 2026 proxy proposals

Rhea-AI Filing Summary

Vistance Networks, Inc. held its annual stockholder meeting on May 7, 2026, with 225,462,860 common shares eligible to vote. Stockholders re‑elected eight directors for terms ending at the 2027 annual meeting and approved all five proxy proposals.

Investors gave non-binding approval to the compensation of named executive officers and chose annual future say‑on‑pay votes. They also approved additional shares under the 2019 Long‑Term Incentive Plan and ratified Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares eligible to vote: 225,462,860 shares Say-on-pay votes for: 148,818,804 votes Say-on-pay votes against: 1,316,673 votes +3 more

6 metrics

Shares eligible to vote 225,462,860 shares Common stock eligible to vote at May 7, 2026 annual meeting

Say-on-pay votes for 148,818,804 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 1,316,673 votes Advisory approval of named executive officer compensation

Annual frequency votes 144,988,493 votes Preference for every year say-on-pay vote

LTIP additional shares approval 146,601,441 votes for Approval of additional shares under 2019 Long-Term Incentive Plan

Auditor ratification votes for 176,816,731 votes Ratification of Ernst & Young LLP for 2026

Key Terms

non-binding advisory, broker non-votes, 2019 Long-Term Incentive Plan, independent registered public accounting firm, +1 more

5 terms

non-binding advisory financial

"Non-binding, advisory approval of the compensation of the Company’s named executive officers"

A non-binding advisory is a formal recommendation or vote that expresses shareholder or stakeholder opinion but does not create a legal obligation for a company to act. It matters to investors because it signals how influential groups view management decisions or policies; markets often react to that signal as if it were binding, even though the company can ignore it. Think of it like a public opinion poll that can pressure leaders but cannot force a change.

broker non-votes financial

"Votes For ... Abstentions ... 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.

2019 Long-Term Incentive Plan financial

"Approval of additional shares under the Company’s 2019 Long-Term Incentive Plan"

independent registered public accounting firm financial

"Ratification of Independent Registered Public Accounting Firm for 2026"

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.

annual meeting of stockholders financial

"held its Annual Meeting of Stockholders (the “Meeting”) on May 7, 2026"

Understanding 8-K Material Events →

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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): May 7, 2026

VISTANCE NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36146		27-4332098
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2601 Telecom Parkway

Richardson, Texas 75082

(Address of principal executive offices)

Registrant’s telephone number, including area code: (972) 957-9700

Not Applicable

(Former name or former address, if changed since last report.)

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	Name of each exchange on which registered
Common Stock, par value $0.01 per share	VISN	The NASDAQ Stock Market

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.

Vistance Networks, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) on May 7, 2026. The matters that were voted upon at the Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below. There were a total of 225,462,860 shares of common stock eligible to vote at the Meeting. The holders of shares of common stock voted on the election of eight directors and on four other proposals at the Meeting.

Each of the proposals that were voted upon at the Meeting passed by the votes set forth in the tables below for each proposal.

(1)	Election of eight directors for terms ending at the Company’s 2027 Annual Meeting of Stockholders or until their successors are elected and qualified to serve:
Name of Director			Votes For				Votes Against				Abstentions				Broker Non-Votes
Stephen C. Gray				147,139,789				3,073,685				242,559				28,319,066
L. William Krause				143,046,685				7,176,807				232,541				28,319,066
Joanne M. Maguire				134,176,079				15,966,596				313,358				28,319,066
Thomas J. Manning				147,606,272				2,607,374				242,387				28,319,066
Derrick A. Roman				143,638,892				5,622,801				1,194,340				28,319,066
Charles L. Treadway				147,814,162				2,425,510				216,361				28,319,066
Claudius E. Watts IV				147,008,372				3,229,897				217,764				28,319,066
Timothy T. Yates				147,234,953				2,977,947				243,133				28,319,066

			Votes For				Votes Against				Abstentions				Broker Non-Votes
(2)	Non-binding, advisory approval of the compensation of the Company’s named executive officers:			148,818,804				1,316,673				320,556				28,319,066

			Every Year				Every 2 Years				Every 3 Years				Abstentions				Broker Non-Votes
(3)	Non-binding, advisory approval of the frequency of future advisory votes on the compensation of the Company’s named executive officers:			144,988,493				417,845				4,502,847				546,846				28,319,068

Based on the outcome of the vote on the frequency of future advisory votes to approve executive compensation and consistent with its recommendation, the Board has determined that the Company will continue to hold such votes to approve executive compensation every year until the next required frequency vote. Accordingly, the Company will hold its next advisory vote to approve executive compensation at its 2027 annual meeting of stockholders.

			Votes For				Votes Against				Abstentions				Broker Non-Votes
(4)	Approval of additional shares under the Company’s 2019 Long-Term Incentive Plan:			146,601,441				3,506,349				348,243				28,319,066

			Votes For				Votes Against				Abstentions
(5)	Ratification of Independent Registered Public Accounting Firm for 2026:			176,816,731				1,746,298				212,070

On May 7, 2026, the Company issued a press release announcing the results of the Meeting. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) EXHIBITS

99.1 Press Release of Vistance Networks, Inc. dated May 7, 2026.

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

SIGNATURES

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.

Dated: May 8, 2026

		VISTANCE NETWORKS, INC.
	By:	/s/ Krista R. Bowen
		Krista R. Bowen Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

Exhibit 99.1

Vistance Networks Stockholders Approve Proxy Proposals

RICHARDSON, TX, May 7, 2026—The stockholders of Vistance Networks, Inc., a global provider of intelligent network solutions, approved five proxy proposals today at the company’s annual meeting of stockholders.

Vistance Networks stockholders re-elected Stephen C. Gray, L. William Krause, Joanne M. Maguire, Thomas J. Manning, Derrick A. Roman, Charles L. Treadway, Claudius E. Watts IV and Timothy T. Yates as directors, each for a term ending at the 2027 annual meeting, and ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the 2026 fiscal year. The stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and a frequency of every year for future advisory votes on the compensation of the company’s named executive officers. In addition, the stockholders approved additional shares under the company’s 2019 Long-Term Incentive Plan.

—END—

About Vistance Networks:

Vistance Networks (NASDAQ: VISN)) shapes the future of communications technology, pushing past what is possible. We deliver solutions that bring reliability and performance to a world always in motion. Our global team of innovators and employees are trusted advisors who listen to customers first, then deliver value. Discover more at www.vistancenetworks.com.

Follow us on LinkedIn.

Investor Contact:
Jenny Thompson
Jenny.Thompson@VistanceNetworks.com

News Media Contact: Luke Hamer
Luke.Hamer@VistanceNetworks.com

Source: Vistance Networks

FAQ

What did Vistance Networks (VISN) stockholders approve at the 2026 annual meeting?

Stockholders approved all five proposals, including re-election of eight directors, executive compensation on an advisory basis, annual say-on-pay frequency, additional shares under the 2019 Long-Term Incentive Plan, and ratification of Ernst & Young LLP as independent auditor for 2026.

How many Vistance Networks shares were eligible to vote at the 2026 meeting?

A total of 225,462,860 shares of Vistance Networks common stock were eligible to vote at the 2026 annual meeting. These shares determined the maximum voting power available for electing directors and deciding on compensation, plan share increases, and auditor ratification.

How did Vistance Networks stockholders vote on executive compensation in 2026?

Stockholders approved the compensation of Vistance Networks’ named executive officers on a non-binding advisory basis, with 148,818,804 votes for, 1,316,673 against, and 320,556 abstentions. This vote expresses stockholder views on pay practices but does not directly alter compensation arrangements.

What frequency did Vistance Networks investors select for future say-on-pay votes?

Stockholders favored holding say-on-pay votes every year, with 144,988,493 votes for annual frequency. The board decided to continue annual advisory votes on executive compensation until the next required frequency vote, with the next say-on-pay scheduled for the 2027 annual meeting.

Did Vistance Networks increase shares under its 2019 Long-Term Incentive Plan?

Yes. Stockholders approved additional shares under the 2019 Long-Term Incentive Plan, with 146,601,441 votes for, 3,506,349 against, and 348,243 abstentions. This authorization supports future equity-based awards to employees, directors, and other eligible participants under the plan.

Who is Vistance Networks’ independent auditor for the 2026 fiscal year?

Stockholders ratified Ernst & Young LLP as Vistance Networks’ independent registered public accounting firm for the 2026 fiscal year. The ratification received 176,816,731 votes for, 1,746,298 against, and 212,070 abstentions, confirming continued engagement of Ernst & Young LLP.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 9.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.4 KB