AVIAT NETWORKS, INC.
For the period ended Nov 5, 2025. Filed Sep 23, 2025.
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Nov 5, 2025 · Filed Sep 23, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☑ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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Aviat Networks, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☑ | No fee required |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 14a-6(i)(1) and 0-11 |
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200 Parker Drive, Suite C100A
Austin, TX 78728
Notice of Annual Meeting of Stockholders for Fiscal Year 2025
to be held on November 5, 2025
TO THE HOLDERS OF COMMON STOCK OF AVIAT NETWORKS, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders for fiscal year 2025 (the “Annual Meeting”) of Aviat Networks, Inc. (the “Company”) will be held online only on November 5, 2025, at 12:30 p.m. Central Time. You may attend the Annual Meeting online via webcast by visiting www.virtualshareholdermeeting.com/AVNW2025 and entering your 16-digit control number included with the proxy card. You will be able to vote your shares and submit questions while attending the Annual Meeting online for the following purposes:
| 1. | To elect seven directors to serve until the Company’s 2026 Annual Meeting of Stockholders or until their successors have been elected and qualified; |
| 2. | To vote on the ratification of the appointment by our Audit Committee of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for fiscal year 2026; |
| 3. | To hold an advisory, non-binding vote to approve the Company’s named executive officer compensation (“Say-on-Pay”); |
| 4. | To approve the Third Amended and Restated 2018 Incentive Plan of the Company; and |
| 5. | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement or other delay thereof. |
Only holders of common stock at the close of business on September 11, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournment, postponement or other delay thereof.
Whether or not you expect to attend the Annual Meeting online, we urge you to submit a proxy to vote your shares. This will help ensure the presence of a quorum at the Annual Meeting.
| By Order of the Board of Directors | |
| September 23, 2025 | /s/ Peter A. Smith |
|---|---|
| President and Chief Executive Officer |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 5, 2025
This Proxy Statement for the 2025 Annual Meeting of Stockholders and our Annual Report to Stockholders
for the Fiscal Year Ended June 27, 2025 are available at www.proxyvote.com
Your vote is important regardless of the number of shares you own. The Board of Directors urges you to sign, date and return the enclosed proxy card by mail (using the enclosed postage-paid envelope) as promptly as possible, or vote electronically or by telephone as described in the attached proxy statement. If you have any questions or need assistance in voting your shares, please contact Broadridge toll-free at 1-800-690-6903 or our proxy solicitor, Okapi Partners LLC (“Okapi Partners”), toll free at (877) 796-5274.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.