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
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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:
| PROPOSAL | BOARD VOTING RECOMMENDATION | |
| 1p. 5 | Elect seven directors to the Board of Directors for a one-year term; | FOR(each of the nominees) |
|---|---|---|
| 2p. 21 | Advisory vote to approve our named executive officers’ compensation; | FOR |
| 3p. 22 | Ratify the appointment of Grant Thornton LLP as our independent auditors for our fiscal year ending June 30, 2025; and | FOR |
| 4p. 23 | Approve 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 VOTING | 1 |
|---|---|
| General | 1 |
| Who May Vote, Record Date, Admission to Meeting | 1 |
| Conduct of the Virtual Annual Meeting | 1 |
| Broker Non-Votes | 2 |
| Quorum | 2 |
| “Notice and Access” Model | 2 |
| Vote Required to Adopt Proposals | 2 |
| Effect of Abstentions and Broker Non-Votes | 3 |
| Voting Instructions | 3 |
| Solicitation of Proxies | 4 |
| Voting Results | 4 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 5 |
| Vote Required and Board of Directors’ Recommendation | 5 |
| BOARD OF DIRECTORS | 6 |
| Nominees For Election At 2024 Annual Meeting | 7 |
| Directors Skills Matrix | 10 |
| Arrangements Regarding Appointment of Directors | 10 |
| CORPORATE GOVERNANCE | 11 |
| Board and Leadership Structure | 11 |
| Board’s Role in Risk Oversight | 11 |
| Meetings of the Board of Directors | 12 |
| Director Attendance at Annual Meetings | 12 |
| Executive Sessions | 12 |
| Committees of the Board of Directors | 12 |
| Compensation Committee Interlocks and Insider Participation | 14 |
| Director Nominations | 14 |
| Board Diversity Matrix | 15 |
| Board Member Resignation Policy | 15 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 16 |
| Communications with Directors | 16 |
| Code of Ethics and Corporate Governance Materials | 17 |
| Environmental, Social and Governance | 17 |
| DIRECTOR COMPENSATION | 19 |
| Cash Compensation | 19 |
| Equity Compensation | 19 |
| Changes for Fiscal 2025 | 19 |
| Stock Ownership Guidelines | 19 |
| 2024 Director Compensation | 20 |
| PROPOSAL TWO: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 21 |
| 2023 PROXY STATEMENT | i |
|---|
| Background | 21 |
|---|---|
| Vote Required and Board of Directors’ Recommendation | 21 |
| PROPOSAL THREE: RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2025 | 22 |
| Audit Committee Pre-Approval Policies | 22 |
| Principal Accounting Fees and Services | 22 |
| Vote Required and Board of Directors’ Recommendation | 23 |
| PROPOSAL FOUR: APPROVAL OF AMENDMENT AND RESTATEMENT OF THE EXTREME NETWORKS, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN | 24 |
| Overview | 24 |
| Proposed Amendments to the Current Equity Plan | 25 |
| Why the Company Stockholders Should Vote for the Amended Equity Plan | 25 |
| New Plan Benefits | 27 |
| Summary Description of the Amended Equity Plan | 28 |
| Vote Required and Board of Directors Recommendation | 34 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 35 |
| EXECUTIVE COMPENSATION AND OTHER MATTERS | 37 |
| Executive Officers | 37 |
| Fiscal 2024 Compensation Decisions | 37 |
| COMPENSATION DISCUSSION AND ANALYSIS | 38 |
| Executive Summary | 38 |
| Fiscal 2024 Compensation Was Closely Aligned With Performance | 39 |
| Compensation Philosophy and Objectives | 41 |
| Compensation Best Practices | 42 |
| 2023 “Say on Pay” Advisory Vote on Executive Compensation | 43 |
| Compensation-Setting Process | 43 |
| Compensation Consultant | 43 |
| Peer Group Selection and Review | 43 |
| Compensation Program Elements | 44 |
| Fiscal 2024 Summary Compensation Table | 52 |
| Grants of Plan-Based Awards | 53 |
| Summary of Employment and Other Agreements | 54 |
| Outstanding Equity Awards at Fiscal Year-End | 58 |
| Option Exercises and Stock Vested During Last Fiscal Year | 59 |
| Estimated Payments Upon Termination or Upon Change in Control | 59 |
| CEO Pay Ratio | 61 |
| Pay Versus Performance | 62 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 66 |
| EQUITY COMPENSATION PLAN INFORMATION | 67 |
| NON-GAAP MEASURES OF FINANCIAL PERFORMANCE | 68 |
| REPORT OF THE COMPENSATION COMMITTEE | 71 |
| REPORT OF THE AUDIT COMMITTEE | 72 |
| 2023 PROXY STATEMENT | ii |
|---|
| STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING | 73 |
|---|---|
| Transaction of Other Business | 73 |
| Delivery to Stockholders Sharing the Same Last Name and Address | 73 |
| COMMUNICATING WITH EXTREME NETWORKS | 75 |
| EXHIBIT A: AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN | A-1 |
| 2023 PROXY STATEMENT | iii |
|---|
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.