--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-062050" form_type: "8-K" ticker: "EXTR" cik: "0001078271" company_name: "EXTREME NETWORKS INC" filed_at: "2023-11-09T23:59:59+00:00" generated_at: "2026-06-08T06:02:26.351894+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.2 confidence: "high" source: SEC EDGAR --- # Extreme Networks stockholders approve officer exculpation amendment and re-elect board ## Summary - Stockholders approved officer exculpation amendment: 86.6M for, 10.1M against. - All seven director nominees elected; Meyercord and Shoemaker had highest and lowest votes. - Advisory say-on-pay approved with 92.7M votes; frequency set at every one year. - Grant Thornton LLP ratified as auditor for FY2024: 111.3M for, 101k against. - Amendment to 2013 Equity Incentive Plan approved: 79.3M for, 17.5M against. ## SEC filing metadata - accession: 0000950170-23-062050 - form_type: 8-K - ticker: EXTR - cik: 0001078271 - company_name: EXTREME NETWORKS INC - filed_at: 2023-11-09T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.2 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1078271/000095017023062050/0000950170-23-062050-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1078271/000095017023062050/extr-20231108.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-062050 - JSON: https://secwatch.observer/filing/0000950170-23-062050.json - Plain text: https://secwatch.observer/filing/0000950170-23-062050.txt ## Key facts - Governance Changes EXTREME NETWORKS INC: Amendment to Certificate of Incorporation to update exculpation provision for officers as permitted by Delaware law (effective 2023-11-08). - Change: charter amendment - Effective: 2023-11-08 source text: On November 8, 2023, Extreme Networks, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (the “Amendment”), which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval at the Annual Meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/1078271/000095017023062050/0000950170-23-062050-index.htm - Shareholder Votes EXTREME NETWORKS INC shareholders approved Amendment and Restatement of Amended and Restated 2013 Equity Incentive Plan at the 2023-11-08 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-11-08 source text: Proposal 5 – The Amendment and Restatement of the Company’s Amended and Restated 2013 Equity Incentive Plan was approved: For Against Abstain Broker Non-Votes Votes 79,278,960 17,544,496 358,132 14,431,186 evidence_url: https://www.sec.gov/Archives/edgar/data/1078271/000095017023062050/0000950170-23-062050-index.htm - Shareholder Votes EXTREME NETWORKS INC shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-11-08 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-11-08 source text: Proposal 3 – The advisory vote regarding the frequency of holding future advisory votes to approve the Company's named executive officers' compensation every one year was approved: 1 Year 2 Years 3 Years Abstain Broker Non-Votes Votes 93,640,470 319,250 3,029,506 192,362 14,431,186 evidence_url: https://www.sec.gov/Archives/edgar/data/1078271/000095017023062050/0000950170-23-062050-index.htm - Shareholder Votes EXTREME NETWORKS INC shareholders approved Advisory vote on compensation of named executive officers at the 2023-11-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-11-08 source text: Proposal 2 – The compensation of the Company’s named executive officers was approved, on an advisory basis: For Against Abstain Broker Non-Votes Votes 92,686,423 4,194,693 300,472 14,431,186 evidence_url: https://www.sec.gov/Archives/edgar/data/1078271/000095017023062050/0000950170-23-062050-index.htm - Shareholder Votes EXTREME NETWORKS INC shareholders approved Election of seven director nominees for a one-year term at the 2023-11-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-11-08 source text: Proposal 1 – The following seven director nominees were elected for a one-year term: For Withheld Broker Non-Votes Ingrid J. Burton 91,978,732 5,202,856 14,431,186 Charles P. Carinalli 88,279,989 8,901,599 14,431,186 Kathleen M. Holmgren 91,939,102 5,242,486 14,431,186 Edward H. Kennedy 92,990,385 4,191,203 14,431,186 Rajendra Khanna 96,276,429 905,159 14,431,186 Edward B. Meyercord 95,212,626 1,968,962 14,431,186 John C. Shoemaker 82,793,306 14,388,282 14,431,186 evidence_url: https://www.sec.gov/Archives/edgar/data/1078271/000095017023062050/0000950170-23-062050-index.htm - Shareholder Votes EXTREME NETWORKS INC shareholders approved Amendment and Restatement of Restated Certificate of Incorporation to provide for officer exculpation at the 2023-11-08 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-11-08 source text: Proposal 6 – The Amendment and Restatement of the Company’s Restated Certificate of Incorporation to provide for officer exculpation was approved: For Against Abstain Broker Non-Votes Votes 86,581,768 10,143,176 456,644 14,431,186 evidence_url: https://www.sec.gov/Archives/edgar/data/1078271/000095017023062050/0000950170-23-062050-index.htm - Shareholder Votes EXTREME NETWORKS INC shareholders approved Ratification of Grant Thornton LLP as independent auditors for fiscal year ending June 30, 2024 at the 2023-11-08 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-11-08 source text: Proposal 4 – The appointment of Grant Thornton LLP as independent auditors for the Company for the fiscal year ending June 30, 2024 was ratified: For Against Abstain Broker Non-Votes Votes 111,265,995 101,449 245,330 14,431,186 evidence_url: https://www.sec.gov/Archives/edgar/data/1078271/000095017023062050/0000950170-23-062050-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.