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EXTREME NETWORKS INC

For the period ended Sep 27, 2024. Filed Sep 27, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 27, 2024 · Filed Sep 27, 2024

EXTR$24.03+14.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply ):
☒No fee required
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

September 27, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Extreme Networks, Inc. to be held on Thursday, November 14, 2024 at 11:00 a.m. Eastern Time. This year’s Annual Meeting of Stockholders will be a virtual, live audio meeting of stockholders. We are pleased to continue to conduct the Annual Meeting of Stockholders virtually, as it allows validated stockholders to participate with the same meeting rights and opportunities as an in-person meeting, without the obligation to travel and appear in-person. All references herein to our “Annual Meeting of Stockholders” or “Annual Meeting” refers to our virtual 2024 Annual Meeting of Stockholders.

Details of business to be conducted at the Annual Meeting are described in the Notice of Annual Meeting of Stockholders and Proxy Statement. Accompanying this Proxy Statement is the Company’s 2024 Annual Report to Stockholders.

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery. On or about September 27, 2024, you were provided with a Notice of Internet Availability of Proxy Materials (“Notice”) and provided access to our proxy materials over the Internet. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

Whether or not you plan to attend our Annual Meeting, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone, by Internet or, if you have received a paper copy of your proxy materials by mail, by completing, signing, dating and returning your proxy card in the envelope provided.

If you have any further questions concerning the Annual Meeting or any of the proposals, please contact Stan Kovler, our Vice President of Corporate Development & Investor Relations, at (919) 595-4196. We look forward to your attendance at the Annual Meeting.

Yours Truly,

Edward B. Meyercord

President and Chief Executive Officer

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to vote and submit your proxy by telephone, the Internet or by mail to ensure the presence of a quorum. If you attend the meeting and do not hold your shares through an account with a brokerage firm, bank or other nominee, you will have the right to revoke the proxy and vote your shares in person. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares and revoke your vote, if necessary.

2024 PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held November 14, 2024

TO THE STOCKHOLDERS:

Notice is hereby given that the 2024 Annual Meeting of Stockholders of Extreme Networks, Inc. will be held on Thursday, November 14, 2024 at 11:00 a.m. Eastern Time. This year’s Annual Meeting of Stockholders will be a virtual, live audio meeting of stockholders. In order to participate online, you must register before the meeting atwww.proxyvote.com, or during the meeting athttp://www.virtualshareholdermeeting.com/EXTR2024, with the 16-digit code printed in the box marked by the arrow on your proxy materials and follow the on-screen instructions. Once registered, you will be able to attend the meeting online where you will be able to listen to the meeting live and vote.

The following proposals will be presented at the meeting, as well as the transaction of such other business as may properly come before the meeting or any adjournments or postponements thereof:

PROPOSALBOARD VOTING RECOMMENDATION
1p. 5Elect seven directors to the Board of Directors for a one-year term;FOR(each of the nominees)
2p. 21Advisory vote to approve our named executive officers’ compensation;FOR
3p. 22Ratify the appointment of Grant Thornton LLP as our independent auditors for our fiscal year ending June 30, 2025; andFOR
4p. 23Approve an amendment and restatement of our Equity Incentive Plan to, among other things, add 2,300,000 shares of our common stock to those reserved for issuance under the plan.FOR

Stockholders of record at the close of business on September 17, 2024 are entitled to notice of, and to vote at, this meeting and any adjournment or postponement thereof. Commencing ten days prior to the meeting, a complete list of stockholders entitled to attend and vote at the meeting will be available for review by any stockholder during normal business hours at our offices located at 2121 RDU Center Drive, Suite 300, Morrisville, North Carolina 27560.

BY ORDER OF THE BOARD OF DIRECTORS,

Katayoun (“Katy”) Motiey

Chief Legal, Administrative & Sustainability Officer and Corporate Secretary

Morrisville, North Carolina

September 27, 2024

2024 PROXY STATEMENT

YOUR VOTE IS IMPORTANT: Please vote your shares via telephone or the Internet, as described in the accompanying materials, to assure that your shares are represented at the meeting, or, if you received a paper copy of the proxy card by mail, you may mark, sign and date the proxy card and return it in the enclosed postage-paid envelope. If you attend the meeting, you may choose to vote online at the virtual meeting even if you have previously voted your shares.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 14, 2024: This Proxy Statement and the financial and other information concerning Extreme Networks contained in our Annual Report to Stockholders for the fiscal year ended June 30, 2024 are available on the Internet and may be viewed at www.proxyvote.com, where you may also cast your vote.

2024 PROXY STATEMENT

TABLE OF CONTENTS

INFORMATION CONCERNING SOLICITATION AND VOTING1
General1
Who May Vote, Record Date, Admission to Meeting1
Conduct of the Virtual Annual Meeting1
Broker Non-Votes2
Quorum2
“Notice and Access” Model2
Vote Required to Adopt Proposals2
Effect of Abstentions and Broker Non-Votes3
Voting Instructions3
Solicitation of Proxies4
Voting Results4
PROPOSAL ONE: ELECTION OF DIRECTORS5
Vote Required and Board of Directors’ Recommendation5
BOARD OF DIRECTORS6
Nominees For Election At 2024 Annual Meeting7
Directors Skills Matrix10
Arrangements Regarding Appointment of Directors10
CORPORATE GOVERNANCE11
Board and Leadership Structure11
Board’s Role in Risk Oversight11
Meetings of the Board of Directors12
Director Attendance at Annual Meetings12
Executive Sessions12
Committees of the Board of Directors12
Compensation Committee Interlocks and Insider Participation14
Director Nominations14
Board Diversity Matrix15
Board Member Resignation Policy15
Section 16(a) Beneficial Ownership Reporting Compliance16
Communications with Directors16
Code of Ethics and Corporate Governance Materials17
Environmental, Social and Governance17
DIRECTOR COMPENSATION19
Cash Compensation19
Equity Compensation19
Changes for Fiscal 202519
Stock Ownership Guidelines19
2024 Director Compensation20
PROPOSAL TWO: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION21
2023 PROXY STATEMENTi
Background21
Vote Required and Board of Directors’ Recommendation21
PROPOSAL THREE: RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 202522
Audit Committee Pre-Approval Policies22
Principal Accounting Fees and Services22
Vote Required and Board of Directors’ Recommendation23
PROPOSAL FOUR: APPROVAL OF AMENDMENT AND RESTATEMENT OF THE EXTREME NETWORKS, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN24
Overview24
Proposed Amendments to the Current Equity Plan25
Why the Company Stockholders Should Vote for the Amended Equity Plan25
New Plan Benefits27
Summary Description of the Amended Equity Plan28
Vote Required and Board of Directors Recommendation34
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT35
EXECUTIVE COMPENSATION AND OTHER MATTERS37
Executive Officers37
Fiscal 2024 Compensation Decisions37
COMPENSATION DISCUSSION AND ANALYSIS38
Executive Summary38
Fiscal 2024 Compensation Was Closely Aligned With Performance39
Compensation Philosophy and Objectives41
Compensation Best Practices42
2023 “Say on Pay” Advisory Vote on Executive Compensation43
Compensation-Setting Process43
Compensation Consultant43
Peer Group Selection and Review43
Compensation Program Elements44
Fiscal 2024 Summary Compensation Table52
Grants of Plan-Based Awards53
Summary of Employment and Other Agreements54
Outstanding Equity Awards at Fiscal Year-End58
Option Exercises and Stock Vested During Last Fiscal Year59
Estimated Payments Upon Termination or Upon Change in Control59
CEO Pay Ratio61
Pay Versus Performance62
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS66
EQUITY COMPENSATION PLAN INFORMATION67
NON-GAAP MEASURES OF FINANCIAL PERFORMANCE68
REPORT OF THE COMPENSATION COMMITTEE71
REPORT OF THE AUDIT COMMITTEE72
2023 PROXY STATEMENTii
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING73
Transaction of Other Business73
Delivery to Stockholders Sharing the Same Last Name and Address73
COMMUNICATING WITH EXTREME NETWORKS75
EXHIBIT A: AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLANA-1
2023 PROXY STATEMENTiii

PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.