8-K
filed November 13, 2023, 6:59 PM ET
ticker AVNW
CIK 0001377789
leadership
confidence high
sentiment neutral
materiality 0.45
Aviat Networks elects Laxmi Akkaraju to board; shareholders approve officer exculpation charter amendment
AVIAT NETWORKS, INC.
- Laxmi Akkaraju elected to board effective Nov 8, 2023, replacing retiring director Jim Stoffel after 16 years of service.
- Shareholders approved charter amendment for officer exculpation under new Delaware law (Proposal 5 passed with ~83% of votes cast).
- All six director nominees elected, auditor Deloitte ratified, say-on-pay approved, and Tax Benefit Preservation Plan amendment passed.
- Akkaraju is independent, will serve on audit committee; brings telecom/strategy experience from Cognite and GSMA.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AVIAT NETWORKS, INC.: Amended and restated certificate of incorporation to add officer exculpation provisions and make non-substantive amendments (effective 2023-11-09).
- Change
- charter amendment
- Effective
- 2023-11-09
Exact text from the filing
The fiscal year 2023 Annual Meeting of Stockholders of Aviat Networks, Inc. (the “Company”) was held on November 8, 2023 (the “Annual Meeting”). At the Annual Meeting, upon the recommendation of the board of directors of the Company (the “Board”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Current Certificate”) to reflect new Delaware law provisions regarding officer exculpation (the “Exculpation Amendment”) and approved the amendment and restatement of the Current Certificate to make certain additional, non-substantive amendments (the “Non-Substantive Amendments,” together with the Exculpation Amendment, the “Certificate Amendments”). The Certificate Amendments became effective upon the filing of the Amended and Restated Certificate of Incorporation of the Company (the “A&R Certificate”) with the Secretary of State of Delaware on November 9, 2023.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AVIAT NETWORKS, INC. shareholders approved Amendment and Restatement of the Company’s Current Certificate to Make Certain Additional, Non-Substantive Amendments.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
The amendment and restatement of the Company’s Current Certificate to make certain additional, non-substantive amendments, was approved by the Company’s stockholders, with votes as follows:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AVIAT NETWORKS, INC. shareholders approved Election of Directors.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
Each of the following persons was duly elected by the Company’s stockholders until the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified, with votes as follows:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AVIAT NETWORKS, INC. shareholders approved Amendment of the Company’s Amended and Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
The amendment to the Company’s Current Certificate to reflect new Delaware law provisions regarding officer exculpation, was approved by the Company’s stockholders, with votes as follows:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AVIAT NETWORKS, INC. shareholders approved Approval of Amendment No. 1 to the Tax Benefit Preservation Plan.
- Outcome
- passed
Exact text from the filing
The Amendment No. 1 to the Amended and Restated Tax Benefit Preservation Plan, dated as of February 28, 2023, by and between the Company and Computershare Inc., as Rights Agent, was approved by the Company’s stockholders, with votes as follows:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AVIAT NETWORKS, INC. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm.
- Proposal
- auditor ratification
- Outcome
- passed
Exact text from the filing
The ratification of the appointment by the Audit Committee of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for fiscal year 2024, was approved by the Company’s stockholders, with votes as follows:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AVIAT NETWORKS, INC. shareholders approved Advisory, Non-Binding Vote on Named Executive Officer Compensation.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
The advisory, non-binding vote to approve the Company’s named executive officer compensation, was approved by the Company’s stockholders, with votes as follows:
View on SEC.gov
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