MITEK SYSTEMS INC

Third Amended and Restated Bylaws

On March 17, 2024, the Board approved an amendment and restatement of our second amended and restated bylaws (the “Third Amended and Restated Bylaws”) to (1) clarify the voting standard for matters voted upon by our stockholders, (2) address the universal proxy rules promulgated by the SEC, as set forth in Rule 14a-19 of the Exchange Act, (3) enhance disclosure requirements and procedural mechanics in connection with director nominations and business proposals by stockholders, (4) enhance the adjournment requirements to reflect changes in the Delaware General Corporation Law, (5) revise the advance notice provisions to update the definition of “acting in concert,” (6) clarify the requirement that we make a stockholder list available during a meeting of stockholders, and (7) make various other conforming, technical and non-substantive changes.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.3 to this Annual Report on Form 10-K and incorporated herein by reference.

2024 Cash Incentive Plan

On March 17, 2024, the Board, based upon the recommendation of the Compensation Committee of the Board, approved the Company’s annual incentive program for the fiscal year ending September 30, 2024 (the “2024 Plan”). Pursuant to the terms of the 2024 Plan, certain full time permanent employees of the Company, including the Company’s executive team, will be eligible to receive cash bonuses based upon the achievement of certain corporate and individual performance goals during the 2024 fiscal year. These bonuses are designed to attract, motivate, retain and reward the Company’s employees and executive team.

Under the 2024 Plan, achievement is tied to two financial metrics, revenue and non-GAAP operating income calculated with respect to the Company’s overall company-wide revenue and to revenue generated by key business areas (deposits, identity, and ID R&D). Participants are assigned to either the company-wide category or to a combination of a primary business area and the company-wide revenue for purposes of the 2024 Plan. For participants who are director-level and above, 70% of the target incentive is based upon achievement of the revenue components of the 2024 Plan (with either (i) 100% of such target based upon overall company-wide revenue; or (ii) 55 percentage points of such target based upon the assigned specific business area revenue and 15 percentage points of such target based upon the overall company-wide revenue) and the remaining 30% of such target based upon achievement of the non-GAAP operating income component of the 2024 Plan, subject to additional limitations, as set forth in the 2024 Plan. For all other participants, 60% of the target incentive is based upon achievement of the revenue components of the 2024 Plan (with either (i) 100% of such target based upon overall company-wide revenue; or (ii) 50 percentage points of such target based upon the assigned specific business area revenue and 10 percentage points of such target based upon the overall company-wide revenue), 20% of the target incentive is based upon the achievement of the non-GAAP operating income component of the 2024 Plan and the remaining 20% of the target incentive is based upon the achievement of individual objectives, as determined at the sole discretion of the Company, subject to additional limitations, as set forth in the 2024 Plan. For the CEO and direct reports to the CEO, individual achievement against the financial metrics of the 2024 Plan is subject to modification by the Board at their sole discretion by up to 10% of the participants’ target incentive amount based upon individual contribution. For purposes of the 2024 Plan, revenue excludes acquisition-related revenue not included in the original plan targets and is adjusted for acquisition-related write-downs of revenue or deferred revenue.

Under the 2024 Plan, our Chief Executive Officer has a bonus target equal to 120% of his annualized salary; our Chief Financial Officer has a bonus target equal to 65% of his annualized salary; our Chief Legal Officer has a bonus target equal to 60% of his annualized salary and our General Managers have bonus targets equal to 50% of their annualized salaries. The maximum bonus payable to participants is 200% of their respective bonus targets. A named executive officer must be a permanent full-time employee to qualify for participation in the 2024 Plan.

The foregoing description is intended only as a summary of the material terms of the 2024 Plan and is qualified in its entirety by reference to the text of the 2024 Plan, a copy of which is attached as Exhibit 10.25 to this Form 10-K and is incorporated herein by reference.

Differences Between Current Report on Form 8-K and Annual Report on Form 10-K

During the preparation of this Annual Report on Form 10-K for the year ended September 30, 2023, the Company incorrectly recognized revenue on certain of its multiyear term licenses. As a result, certain of the GAAP financial results for the twelve months ended September 30, 2023 included in the Company’s press release issued on December 7, 2023 and furnished in connection with our Current Report on Form 8-K filed with the SEC on December 7, 2023, differ from the financial results disclosed in this Annual Report on Form 10-K as follows (in thousands, except per share data and percentages):