Harmonic (HLIT) Proxy filing summary

Executive summary

• Amendment No. 1 to the proxy statement updates Proposal 4 regarding the 2025 Equity Incentive Plan for the June 4, 2026, annual meeting.

• The number of shares proposed to be added to the 2025 Plan is reduced from 7,000,000 to 3,000,000.

• Clarifications are made regarding share recycling and treatment of shares used for taxes or exercise price.

• The amendment corrects the number of outstanding and unvested performance-based RSUs to 1,235,021.

• The 2025 Plan is restated to reflect these changes and clarifications.

Voting matters and shareholder proposals

• Shareholders will vote on the election of directors, say-on-pay, frequency of say-on-pay, amendment to the 2025 Equity Incentive Plan, and ratification of the external auditor.

• The Board recommends voting FOR all director nominees, FOR the say-on-pay proposal, FOR the 3,000,000 share increase to the 2025 Plan, and FOR ratification of Ernst & Young LLP as auditor.

• Shareholders can vote by internet, phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The Board has nominated seven directors for election at the annual meeting.

• The Board retains authority to administer and amend the 2025 Equity Incentive Plan, subject to shareholder approval for material changes.