Cambium Networks (CMBM) Proxy filing summary

Executive summary

• Annual general meeting scheduled for June 25, 2026, to be held virtually, with shareholders of record as of May 15, 2026, eligible to vote on key proposals.

• Proposals include director elections, auditor ratification, executive compensation advisory votes, a reverse share split, and amendments to the Memorandum and Articles of Association.

• The company remains a controlled company under Nasdaq rules, with Vector Capital holding a majority stake and significant board nomination rights.

• The board recommends voting in favor of all proposals, including a three-year frequency for future say-on-pay votes.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class III and three Class I directors, ratifying BDO USA, P.C. as auditor, approving executive compensation, setting the frequency of say-on-pay votes, approving a reverse share split, and amending the Memorandum and Articles of Association for fractional shares and the reverse split.

• Board recommends voting “FOR” all proposals and “THREE YEARS” for the frequency of say-on-pay votes.

• Shareholder proposals for the 2027 meeting must be received by January 22, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes with staggered terms; current nominees are Bruce Felt, Kevin Lynch (Class III), Atul Bhatnagar, Alexander Slusky, and Morgan Kurk (Class I).

• Controlled company exemption allows board and committee composition not to meet full Nasdaq independence requirements; audit committee remains fully independent.

• Board leadership is separated between chairman and CEO roles.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.