Aware (AWRE) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2025, at the company’s headquarters in Burlington, MA, with shareholders invited to vote on key proposals and access materials online or by mail.

• Shareholders will vote on the re-election of two directors, an advisory say-on-pay resolution, and the ratification of the external auditor for 2025.

• The board unanimously recommends voting in favor of all proposals, emphasizing alignment with shareholder interests and good governance practices.

Voting matters and shareholder proposals

• Proposals include re-election of Brent P. Johnstone and John S. Stafford, III as Class II directors, advisory approval of executive compensation, and ratification of RSM US LLP as independent auditor.

• No other proposals are planned, but the board may address other business as permitted.

• Shareholders of record as of April 15, 2025, are eligible to vote by mail, phone, internet, or in person.

Board of directors and corporate governance

• The board consists of seven directors divided into three classes, with a majority being independent under Nasdaq rules.

• Recent leadership changes include the appointment of Ajay K. Amlani as CEO and President in February 2025, and Gary Evee as chairman in April 2025.

• Committees include audit, compensation, nominating and governance, and executive, all with independent membership.

• The board emphasizes diversity, independence, and regular performance reviews, with a formal process for shareholder communications.