KVH INDUSTRIES INC \DE\
For the period ended Jun 10, 2026. Filed Apr 28, 2026.
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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.
Jun 10, 2026 · Filed Apr 28, 2026
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Contents
Additional Information
| | | STOCKHOLDER PROPOSALS | | |
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We give careful consideration to proposals received from stockholders. Stockholder proposals submitted in accordance with Rule 14a-8 under the Exchange Act are eligible for consideration for inclusion in our proxy statement for the 2027 annual meeting of stockholders if they are received by the company on or before December 29, 2026. In order for a stockholder proposal submitted outside of Rule 14a-8 to be considered at the 2027 annual meeting of stockholders, such proposal must be received by the company not later than the last date for submission of stockholder proposals under the by-laws. In order for a proposal (including nominations of directors) to be timely under the by-laws, it must be received not later than the close of business 90 days (i.e., February 5, 2027) nor earlier than 120 days (i.e., January 6, 2027) before the “Specified Date.” Under the by-laws, the Specified Date is the first Wednesday in May each year (unless it is a legal holiday, in which case the Specified Date is the next day following the Specified Date that is not a legal holiday).
In the event that the 2027 annual meeting of stockholders is called for a date that is prior to the Specified Date, and if less than 105 days’ notice or prior public disclosure of the date of such annual meeting is given or made, notice of any proposal (including nominations of directors) submitted pursuant to the by-laws by a stockholder to be timely must be received not later than the close of business on the tenth day following the earlier of the day on which notice of the
date of such annual meeting is mailed or the day on which public disclosure is made of the date of such annual meeting.
In addition, under Rule 14a-19(b) under the Exchange Act, a stockholder intending to solicit proxies in support of director nominees other than our nominees must provide notice of that intent to us. For our 2027 annual meeting of stockholders, the deadline for providing that notice is currently April 11, 2027. If we change the date of the 2027 annual meeting of stockholders by more than 30 calendar days from the anniversary of the date of our 2026 annual meeting of stockholders, the deadline for the notice under Rule 14a-19 will be the later of 60 calendar days before the date of the 2026 annual meeting or the 10th calendar day after we first publicly announce the date of the 2027 annual meeting of stockholders. The deadline under Rule 14a-19(b) is a minimum notice requirement that does not override or supersede the earlier deadline in our by-laws. A stockholder intending to solicit proxies in support of director nominees other than our nominees must satisfy the requirements of both our by-laws and Rule 14a-19, which imposes conditions beyond those in our by-laws. Rule 14a-19(b) requires that the stockholder’s notice to us must include the names of all nominees for whom the stockholder intends to solicit proxies and must include a statement that the stockholder intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than our nominees.
| | | ADDITIONAL INFORMATION | | |
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Annual Report to Shareholders. A copy of our annual report on Form 10-K for fiscal year 2025 as filed with the SEC, together with this proxy statement, is being mailed to stockholders of record as of April 15, 2026. The 2025 Annual Report contains detailed business and financial information about us. The 2025 Annual Report is not incorporated herein and is not deemed a part of this proxy statement.
A copy of our 2025 Annual Report, excluding exhibits, may also be obtained by shareholders without charge by request to KVH Industries, Inc., 500 Wood Street, Unit 320, 1 st Floor, Bristol, RI 02809, Attention: Eileen Pribula or by calling (401) 847-3327 and may be accessed on our website, www.kvh.com.
Eliminating Duplicate Mailings. If you share an address with other KVH stockholders, you may receive notification that you are being sent only a single copy of the proxy materials (including a copy of this proxy statement and the 2025 Annual Report), unless your bank, broker or other intermediary that provides the notification receives contrary instructions from the affected stockholders. This practice, permitted under SEC rules and commonly referred to as “householding,” is designed to reduce expenses associated with proxy solicitations.
If, at any time, you no longer wish to participate in householding and would prefer to receive a separate set of proxy materials, please notify your broker if your shares of common stock are held in a brokerage account or KVH if you hold registered shares of common stock. We will promptly deliver a separate copy of the proxy materials upon request. You can notify KVH by calling (401) 847-3327 or sending a written request to KVH Industries, Inc., 500 Wood Street, Unit 320, 1 st Floor, Bristol, RI 02809, Attention: Eileen Pribula.
KVH Industries, Inc. 2026 Proxy Statement 36
01 - S tephen H. Deckoff as a Class III Director to a threeyear term expiring 2029 02 - David M. Tolley as a Class III Director to a threeyear term expiring 2029 1 U P X For Against Abstain For Against Abstain A Proposals — The Board of Directors recommends a vote FOR the nominees and FOR Proposals 2 and 3. 049YAD 2. To approve, on an advisory (non-binding) basis, the compensation of our named executive officers in 2025; and 3. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm in 2026 1. To elect two Class III directors to a three-year term expiring in 2029; For Against Abstain For Against Abstain Please sign exactly as your name(s) appear(s) on the books of KVH Industries, Inc. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Annual Meeting Proxy Card Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q B Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. You may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/KVHI or scan the QR code — login details are located in the shaded bar below. Your vote matters – here’s how to vote! Votes submitted electronically must be received by 11:00 a.m., ET, on June 10, 2026. Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/KVHI Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada
Small steps make an impact.Help the environment by consenting to receive electronicdelivery, sign up at www.investorvote.com/KVHITHIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF KVH INDUSTRIES, INC.A STOCKHOLDER WISHING TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OFDIRECTORS NEED ONLY SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.Proxy for Annual Meeting of Stockholdersto be held on June 10, 2026.The undersigned, revoking all prior proxies, hereby appoints Felise Feingold, proxy and attorney-in fact, to vote all shares of Common Stock of KVHIndustries, Inc., which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at the offices of KVH Industries, Inc.,500 Wood Street, Unit 320, 1st Floor, Bristol, RI 02809 USA on June 10, 2026, at 11:00 a.m. ET, and at any adjournments or postponements thereof, uponmatters set forth in the Notice of Annual Meeting and Proxy Statement, a copy of which has been received by the undersigned, and in their discretion uponany business that may properly come before the meeting or any adjournments or postponements thereof. Attendance of the undersigned at the meeting orany adjourned or postponed session thereof will not be deemed to revoke this proxy unless the undersigned shall
affirmatively indicate the intention of theundersigned to vote the shares represented hereby prior to the exercise of this proxy.The shares represented by this proxy will be voted as directed. If no voting direction is given on a proposal, the shares represented by this proxy willbe voted as recommended by the Board of Directors. Unless this proxy is expressly marked to vote “AGAINST” the election of the Class III directornominees or to “ABSTAIN” from voting for the election of the Class III director nominees, this proxy will be deemed to grant authority to vote “FOR”the election of the Class III director nominees.PLEASE VOTE, DATE AND SIGN ON REVERSE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.Proxy — KVH Industries, Inc.q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qImportant Notice Regarding the Availability of Proxy Materialsfor the Annual Meeting of Stockholders to be held on June 10, 2026The proxy statement for the 2026 annual meeting of stockholders of KVH Industries, Inc. and the related 2025 annual report to stockholders are availableon the Internet at www.kvh.com/annual. You can read, print, download and search these materials at that website. The website does not use “cookies” orother tracking devices to identify visitors.Dear Stockholder,Please take note of the important information enclosed with this proxy card.Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.Please mark the boxes on this proxy card to indicate how you would like your shares to be voted. Then sign the card, detach it and return it in the enclosedpostage-paid envelope. Alternatively, you can vote by Internet or telephone using the instructions on the back of this card.Your vote must be received in sufficient time to be voted at the Annual Meeting of Stockholders to be held on June 10, 2026.Thank you in advance for your prompt consideration of these matters.Sincerely,KVH Industries, Inc.The 2026 Annual Meeting of Stockholders of KVH Industries, Inc. will be held onJune 10, 2026 at 11:00 a.m. ET, at the offices of KVH Industries, Inc., 500 Wood Street, Unit 320, 1st Floor, Bristol, RI 02809 USA
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