--- schema_version: "secwatch.filing_event.v1" accession: "0001377789-23-000047" form_type: "8-K" ticker: "AVNW" cik: "0001377789" company_name: "AVIAT NETWORKS, INC." filed_at: "2023-11-13T23:59:59+00:00" generated_at: "2026-06-08T04:44:50.581475+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.45 calibrated_materiality_score: 0.45 confidence: "high" source: SEC EDGAR --- # Aviat Networks elects Laxmi Akkaraju to board; shareholders approve officer exculpation charter amendment ## Summary - 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. ## SEC filing metadata - accession: 0001377789-23-000047 - form_type: 8-K - ticker: AVNW - cik: 0001377789 - company_name: AVIAT NETWORKS, INC. - filed_at: 2023-11-13T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.45 - calibrated_materiality_score: 0.45 - confidence: high - sec_items: 5.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1377789/000137778923000047/0001377789-23-000047-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1377789/000137778923000047/avnw-20231108.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001377789-23-000047 - JSON: https://secwatch.observer/filing/0001377789-23-000047.json - Plain text: https://secwatch.observer/filing/0001377789-23-000047.txt ## Key facts - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1377789/000137778923000047/0001377789-23-000047-index.htm - Shareholder Votes 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 source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/1377789/000137778923000047/0001377789-23-000047-index.htm - Shareholder Votes AVIAT NETWORKS, INC. shareholders approved Election of Directors. - Proposal: director election - Outcome: passed source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/1377789/000137778923000047/0001377789-23-000047-index.htm - Shareholder Votes 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 source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/1377789/000137778923000047/0001377789-23-000047-index.htm - Shareholder Votes AVIAT NETWORKS, INC. shareholders approved Approval of Amendment No. 1 to the Tax Benefit Preservation Plan. - Outcome: passed source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/1377789/000137778923000047/0001377789-23-000047-index.htm - Shareholder Votes AVIAT NETWORKS, INC. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm. - Proposal: auditor ratification - Outcome: passed source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/1377789/000137778923000047/0001377789-23-000047-index.htm - Shareholder Votes AVIAT NETWORKS, INC. shareholders approved Advisory, Non-Binding Vote on Named Executive Officer Compensation. - Proposal: say on pay - Outcome: passed source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/1377789/000137778923000047/0001377789-23-000047-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.