EXTREME NETWORKS INC
For the period ended Sep 18, 2026. Filed Sep 18, 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.
Sep 18, 2026 · Filed Sep 18, 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 |
Extreme Networks, Inc.
(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 18, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Extreme Networks, Inc. to be held on Wednesday, November 4, 2026, 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 verified 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” refer to our virtual 2026 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 2026 Annual Report to Stockholders.
We are pleased to continue 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 18, 2026, we mailed to our stockholders 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 online, by telephone, 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 SVP of Finance & Corporate Development, at (919) 595-4196. We look forward to your attendance at the Annual Meeting.
Sincerely,
Edward B. Meyercord
President and Chief Executive Officer
2026 PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 4, 2026
September 18, 2026
Morrisville, North Carolina
TO THE STOCKHOLDERS:
Notice is hereby given that the 2026 Annual Meeting of Stockholders of Extreme Networks, Inc. will be held on Wednesday, November 4, 2026, at 11:00 a.m. Eastern Time. This year’s Annual Meeting of Stockholders will be a virtual, live audio meeting of stockholders. To participate online, you must register before the meeting atwww.proxyvote.com, or during the meeting atwww.virtualshareholdermeeting.com/EXTR2026, with the 16-digit control number 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 | |
| 1 | Elect seven directors to the Board of Directors for a one-year term. | FOR(each of the nominees) |
| 2 | Advisory vote to approve our named executive officers’ compensation. | FOR |
| 3 | Ratify the appointment of Deloitte & Touche LLP as our independent auditors for fiscal 2027. | FOR |
| 4 | Approve an amendment and restatement of our Amended and Restated 2013 Equity Incentive Plan to add 1,000,000 shares of our common stock to those reserved for issuance under the plan. | FOR |
Stockholders of record at the close of business on September 9, 2026, 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
EVP, Chief Legal, Administrative & Sustainability Officer, and Corporate Secretary
YOUR VOTE IS IMPORTANT: Please vote your shares online or by telephone, 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: This Proxy Statement and our 2026 Annual Report to Stockholders are available atwww.proxyvote.com.
2026 PROXY STATEMENT
TABLE OF CONTENTS
| INFORMATION CONCERNING SOLICITATION AND VOTING | 1 |
|---|---|
| General | 1 |
| Voting | 2 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 5 |
| BOARD OF DIRECTORS | 6 |
| Nominees for Election | 7 |
| Director Skills and Experience Matrix | 10 |
| Director Compensation | 10 |
| CORPORATE GOVERNANCE | 13 |
| Board Governance | 13 |
| Committees of the Board | 14 |
| Compensation Committee Interlocks and Insider Participation | 16 |
| Director Nominations and Resignations | 16 |
| Code of Ethics and Corporate Governance Materials | 17 |
| Certain Relationships and Related Person Transactions | 18 |
| Corporate Responsibility | 18 |
| PROPOSAL TWO: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 19 |
| PROPOSAL THREE: RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS FOR FISCAL 2027 | 20 |
| AUDIT COMMITTEE MATTERS | 21 |
| Report of the Audit Committee | 21 |
| Audit Committee Pre-Approval Policies | 22 |
| Principal Accounting Fees and Services | 22 |
| PROPOSAL FOUR: APPROVAL OF AMENDMENT AND RESTATEMENT OF THE EXTREME NETWORKS, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN | 23 |
| Overview | 23 |
| Proposed Amendments and Reasons to Vote For the Amended Equity Plan | 24 |
| New Plan Benefits | 27 |
| Summary Description of the Amended Equity Plan | 27 |
| SECURITY OWNERSHIP | 34 |
| Security Ownership of Certain Beneficial Owners and Management | 34 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 35 |
| Equity Compensation Plan Information | 35 |
| EXECUTIVE COMPENSATION AND OTHER MATTERS | 36 |
| Executive Officers | 36 |
| Compensation Discussion and Analysis | 37 |
| Report of the Compensation Committee | 51 |
| Summary of Employment and Other Agreements | 52 |
| Compensation Tables for NEOs | 56 |
| GENERAL INFORMATION | 66 |
| Communications with Directors | 66 |
| Other Matters | 66 |
| NON-GAAP MEASURES OF FINANCIAL PERFORMANCE | 68 |
| EXHIBIT A: AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN | A-1 |
| 2026 PROXY STATEMENT | i |
|---|
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.