AVIAT NETWORKS, INC.
For the period ended Jul 3, 2026. Filed Oct 2, 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.
Jul 3, 2026 · Filed Oct 2, 2026
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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
☐ 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)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☑ No fee required
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 14a-6(i)(1) and 0-11
200 Parker Drive, Suite C100A
Austin, TX 78728
Notice of Annual Meeting of Stockholders for Fiscal Year 2026
to be held on November 11, 2026
TO THE HOLDERS OF COMMON STOCK OF AVIAT NETWORKS, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders for fiscal year 2026 (the “Annual Meeting”) of Aviat Networks, Inc. (the “Company”) will be held online only on November 11, 2026, at 12:30 p.m. Central Time. You may attend the Annual Meeting online via webcast by visiting www.virtualshareholdermeeting.com/AVNW2026 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:
To elect seven directors to serve until the Company’s 2027 Annual Meeting of Stockholders or until their successors have been elected and qualified;
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 2027;
To hold an advisory, non-binding vote to approve the Company’s named executive officer compensation (“Say-on-Pay”);
To approve Amendment No. 2 of the Amended and Restated Tax Benefit Preservation Plan between the Company and Computershare Inc., as Rights Agent; and
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 14, 2026 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 | |
| October 2, 2026 | /s/ Peter A. Smith President and Chief Executive Officer |
|---|
Notice of Annual Meeting
FY2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 11, 2026
This Proxy Statement for the 2026 Annual Meeting of Stockholders and our Annual Report to Stockholders for the Fiscal Year Ended July 3, 2026 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.
Notice of Materials Availability
FY2026
TABLE OF CONTENTS
| ABOUT THE ANNUAL MEETING | 1 |
|---|---|
| What is the purpose of the Annual Meeting? | 1 |
| What is the record date, and who is entitled to vote at the Annual Meeting? | 1 |
| What are the voting rights of the holders of common stock at the Annual Meeting? | 2 |
| Who may attend the Annual Meeting? | 2 |
| How do I vote? | 2 |
| Why is Aviat soliciting proxies? | 3 |
| How do I revoke my proxy? | 3 |
| What vote is required to approve each item? | 3 |
| What happens if a director does not receive a sufficient number of votes? | 3 |
| What constitutes a quorum, abstention and broker “non-vote”? | 4 |
| Who pays for the cost of solicitation? | 4 |
| What is the deadline for submitting proposals and director nominations for the 2027 Annual Meeting? | 4 |
| Who will count the votes? | 5 |
| CORPORATE GOVERNANCE | 5 |
| Board Members | 5 |
| Director Selection Process | 6 |
| Director Nominees | 6 |
| Board and Committee Meetings and Attendance | 6 |
| Board Member Qualifications | 7 |
| Directors’ Biographies | 7 |
| Board Leadership | 10 |
| The Board’s Role in Risk Oversight | 11 |
| Principles of Corporate Governance, Bylaws and Other Governance Documents | 11 |
| Responsible Business | 12 |
| Board Committees | 13 |
| Audit Committee | 15 |
| Compensation Committee | 15 |
| Governance and Nominating Committee | 15 |
| Stockholder Communications with the Board | 16 |
| Code of Conduct | 17 |
| TRANSACTIONS WITH RELATED PERSONS | 17 |
| NEC Transactions | 17 |
| DIRECTOR COMPENSATION AND BENEFITS | 18 |
| Fiscal Year 2026 Compensation of Non-Employee Directors | 19 |
FY2026 i
TABLE OF CONTENTS
(continued)
| Indemnification | 20 |
|---|---|
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 20 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 21 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES | 22 |
| Audit Committee Pre-Approval Policy | 23 |
| Change in Accountants | 23 |
| EXECUTIVE OFFICERS | 24 |
| Practices Related to Grants of Equity Awards Close to Release of Material Nonpublic Information | 46 |
| PROPOSAL NO. 1 | 47 |
| PROPOSAL NO. 2 | 48 |
| PROPOSAL NO. 3 | 49 |
| PROPOSAL NO. 4 | 50 |
| OTHER MATTERS | 56 |
| Other Business | 56 |
| Householding of Proxy Materials | 56 |
| ANNEX A-1 | A-1 |
| PROXY CARD | A-62 |
FY2026 ii
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 11, 2026
This proxy statement (this “Proxy Statement”) applies to the solicitation of proxies by the Board of Directors (the “Board”) of Aviat Networks, Inc. (which we refer to as “Aviat,” the “Company,” “we,” “our,” and “ours”) for use at the Annual Meeting of Stockholders for fiscal year 2026 and any adjournment, postponement or other delay thereof (the “Annual Meeting”), to be held at 12:30 p.m., Central Time, on November 11, 2026. The Annual Meeting will be held online via webcast, at www.virtualshareholdermeeting.com/AVNW2026 (“Meeting Website”). Stockholders attending the meeting online via webcast will be able to submit questions and vote their shares electronically at the meeting. These proxy materials are being made available on or about September 14, 2026, to our stockholders entitled to notice of and to vote at the Annual Meeting.
To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. The Annual Meeting will begin promptly at 12:30 p.m., Central Time. Online access and check-in will begin at 12:15 p.m., Central Time. We encourage you to access the Meeting Website prior to the start time to allow ample time for login procedures and so you may address any technical difficulties before the Annual Meeting begins. If you encounter any difficulties accessing the webcast Annual Meeting during login or in the course of the meeting, please contact the phone number found on the login page at www.virtualshareholdermeeting.com/AVNW2026.
You may vote and ask questions during the Annual Meeting by following the instructions available on the Meeting Website at the time of the Annual Meeting. Stockholders may submit questions electronically, in real-time during the meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for 10 days prior to the Annual Meeting for examination by any stockholder for any purpose germane to the Annual Meeting by emailing our Investor Relations team at investorinfo@aviatnet.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.