HARMONIC INC.

For the period ended Jun 4, 2026. Filed Apr 24, 2026.

About this filing

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 4, 2026 · Filed Apr 24, 2026

HLIT$9.51+2.1%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

PROPOSAL 1 ELECTION OF DIRECTORSTo elect seven (7) directors to serve until the earlier of the 2027 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. See page 8

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” EACH OF THE DIRECTOR NOMINEES SET FORTH ABOVE.

Director Nominees

	Committees
Name andPrincipal Occupation · Independent · Age · DirectorSince · Audit · Compensation · CorporateGovernanceand Nominating · Other CurrentPublic Company Boards
Patrick GallagherBoard Director	71	2007	Ciena Corporation
Nimrod Ben-NatanPresident and CEO,Harmonic Inc.	58	2024	None
Deborah L. CliffordFormer Chief Financial Officer Board Director	52	2018	None
Stephanie CopelandManaging Partner,Four Points Funding LLC	58	2024	None
Dana CrandallFounder, Crandall Consulting	61	2024	None
Neel DevChief Financial Officer,WESCO International, Inc.	54	2024	None
David KrallStrategic Advisor, Roku, Inc.	65	2018	Progress Software Corporation

Chair Member

PROXY STATEMENT SUMMARY

Director Nominee Snapshot

PatrickGallagher · NimrodBen-Natan · Deborah L.Clifford · StephanieCopeland · DanaCrandall · NeelDev · DavidKrall
Skills/Competencies
Industry Experience
Innovation / Technology
Executive Leadership
Global Experience
Corporate Strategy
Finance
Cybersecurity / IT / AI
Risk Management & Corporate Governance
Operations
Tenure, Independence and Demographics (as of April 1, 2026)
Tenure (years)	19	2	8	2	2	2	8
Independence
Age	71	58	52	58	61	54	65
Gender Identity	Male	Male	Female	Female	Female	Male	Male
Asian
White

PROXY STATEMENT SUMMARY

PROPOSAL 2ADVISORY VOTE ON NEO COMPENSATIONTo hold an advisory vote to approve named executive officer compensation. See page 23

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY VOTE APPROVING NAMED EXECUTIVE OFFICER COMPENSATION.

PROPOSAL 3ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON NEO COMPENSATIONTo hold an advisory vote on the frequency of future stockholder advisory votes to approve named executive officer compensation. See page 24

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING TO HOLD FUTURE STOCKHOLDER ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION EVERY “ONE YEAR”.

PROPOSAL 4APPROVAL OF AMENDMENT TO 2025 EQUITY INCENTIVE PLANTo approve an amendment to the 2025 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 7,000,000 shares. See page 25

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDSVOTING “FOR” THE APPROVAL OF THE PROPOSED AMENDMENT TO THE 2025 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER BY 7,000,000 SHARES.

PROPOSAL 5 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026. See page 37

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.

GENERAL INFORMATION

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