EXTR shareholders approve directors, say-on-pay, and 6.8M share plan boost

Rhea-AI Filing Summary

Extreme Networks (EXTR) reported results of its November 12, 2025 annual meeting. Shareholders elected seven directors for one-year terms. There were 133,652,565 shares entitled to vote and 117,132,707 shares were voted in person or by proxy.

Advisory pay was approved with 97,922,278 votes for, 5,714,907 against, and 566,205 abstaining. Grant Thornton LLP was ratified as auditor with 116,578,376 votes for, 60,129 against, and 494,202 abstaining. Shareholders approved an amendment and restatement of the 2013 Equity Incentive Plan to add 6,800,000 shares reserved for issuance, with 88,997,473 votes for, 14,651,251 against, and 554,666 abstaining. Broker non-votes were 12,929,317 across applicable items.

Insights

Governance & Compensation Analyst

Routine annual meeting approvals; equity plan expanded by 6.8M shares.

Shareholders supported the full slate of seven directors and approved advisory compensation. Auditor ratification passed with a wide margin, indicating no disclosed audit concerns in this context.

The equity plan amendment adds 6,800,000 shares reserved for issuance under the company’s plan, enabling future stock-based awards. Actual impact depends on subsequent grants and vesting terms disclosed in future filings.

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, or exhibit attachments filed with this report.

FAQ

What did EXTR shareholders approve at the 2025 annual meeting?

They elected seven directors, approved advisory executive compensation, ratified Grant Thornton LLP as auditor, and added 6,800,000 shares to the equity plan reserve.

How many EXTR shares were entitled to vote and actually voted?

133,652,565 were entitled to vote; 117,132,707 shares were voted in person or by proxy.

What were the say-on-pay results for EXTR?

Votes were 97,922,278 for, 5,714,907 against, and 566,205 abstain; broker non-votes were 12,929,317.

Was EXTR’s auditor ratified and by what margin?

Yes. Grant Thornton LLP was ratified with 116,578,376 for, 60,129 against, and 494,202 abstain.

What change was made to EXTR’s equity incentive plan?

Shareholders approved an amendment and restatement adding 6,800,000 shares reserved for issuance under the plan.

Were there broker non-votes on EXTR proposals?

Yes. Broker non-votes totaled 12,929,317 for applicable proposals.

Did all EXTR director nominees get elected?

Yes. All seven nominees were elected to one-year terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 11/13/2025 - 04:31 PM Learn about SEC filing dates

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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 12, 2025

EXTREME NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-25711		77-0430270
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

2121 RDU Center Drive, Suite 300

Morrisville, North Carolina 27560

(Address of principal executive offices)

Registrant's telephone number, including area code:

(408) 579-2800

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		EXTR		NASDAQ Global Select 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.

(a) On November 12, 2025, Extreme Networks, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). There were 133,652,565 shares entitled to be voted and 117,132,707 shares were voted in person or by proxy at the Annual Meeting.

(b) The following proposals were considered and voted on by the stockholders at the Annual Meeting and the results below were certified by the Inspector of Elections:

Proposal 1 – The following seven director nominees were elected for a one-year term:

		For				Withheld				Broker Non-Votes
Ingrid J. Burton			99,025,115				5,178,275				12,929,317
Charles P. Carinalli			90,892,195				13,311,195				12,929,317
Kathleen M. Holmgren			98,275,992				5,927,398				12,929,317
Edward H. Kennedy			98,329,621				5,873,769				12,929,317
Rajendra Khanna			101,543,530				2,659,860				12,929,317
Edward B. Meyercord			101,617,435				2,585,955				12,929,317
John C. Shoemaker			85,255,840				18,947,550				12,929,317

Proposal 2 – The compensation of the Company’s named executive officers was approved, on an advisory basis:

		For				Against				Abstain				Broker Non-Votes
Votes		97,922,278				5,714,907				566,205				12,929,317

Proposal 3 – The appointment of Grant Thornton LLP as independent auditors for the Company for the fiscal year ending June 30, 2026 was ratified:

		For				Against				Abstain				Broker Non-Votes
Votes		116,578,376				60,129				494,202				0

Proposal 4 – The Amendment and Restatement of the Company’s Amended and Restated 2013 Equity Incentive Plan to, among other things, add 6,800,000 shares of our common stock to those reserved for issuance under the plan was approved:

		For				Against				Abstain				Broker Non-Votes
Votes		88,997,473				14,651,251				554,666				12,929,317

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
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.

Date: November 13, 2025

EXTREME NETWORKS, INC.
By:		/s/ Katayoun ("Katy") Motiey
		Katayoun ("Katy") Motiey
		EVP, Chief Legal, Administrative & Sustainability Officer and Corporate Secretary