Vistance Networks (VISN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 7, 2026, and will be held virtually, with voting rights extended to shareholders of record as of March 11, 2026.

• Key proposals include election of eight directors, advisory votes on executive compensation and its frequency, approval of additional shares under the 2019 Long-Term Incentive Plan, and ratification of Ernst & Young LLP as auditor.

• The company experienced significant transformation in 2025, including divestitures, strong financial performance, and a 248% increase in stock price.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight directors, (2) advisory approval of executive compensation, (3) frequency of future say-on-pay votes, (4) approval of additional shares for the 2019 Long-Term Incentive Plan, and (5) ratification of Ernst & Young LLP as auditor.

• The board recommends voting FOR all proposals and EVERY YEAR for the frequency of say-on-pay votes.

• Shareholder proposals for the 2027 meeting must be submitted by November 23, 2026.

Board of directors and corporate governance

• The board consists of eight members, with a mix of independent and non-independent directors, and includes a Lead Independent Director.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.

• Annual board and committee self-evaluations are conducted, and all directors attended at least 80% of meetings in 2025.

• Stock ownership guidelines require directors to hold significant equity, aligning interests with shareholders.