Calix (CALX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2026, with virtual participation and voting options for shareholders as of March 17, 2026.

• Key proposals include director elections, share reserve increase for the Stock Purchase and Matching Plan, say-on-pay, auditor ratification, and a shareholder proposal on simple majority voting.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors, increasing share reserve for the Stock Purchase and Matching Plan, approving executive compensation, ratifying KPMG as auditor, and a shareholder proposal for simple majority voting.

• Board recommends voting FOR all management proposals and AGAINST the shareholder proposal on simple majority voting.

• Voting can be done online, by phone, or by mail, with Broadridge tabulating votes.

Board of directors and corporate governance

• Board consists of nine directors, seven of whom are independent under NYSE rules.

• Board committees include Audit, Nominating and Corporate Governance, Talent and Compensation, AI and Cybersecurity, and Strategic Committees, all composed of independent directors.

• Annual self-assessment and director education are conducted, with a focus on board effectiveness and ongoing governance best practices.

• Board leadership structure separates Chairman and CEO roles, with a Lead Independent Director.