Current Report · Items 5.02, 5.07 · 8-K
Aware, Inc.
AWRENASDAQEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . On July 15, 2026 we held our Annual Meeting of Shareholders. A total of 21,646,057 shares of our common stock were outstanding as of May 19, 2026, the record date for the Annual Meeting. At the Annual Meeting, our shareholders voted (i) to re-elect Ajay K. Amlani and Peter R.…
Filed Jul 21, 2026Accepted Jul 21, 2026, 4:33 PM EDTCIK 1015739Accession 0001193125-26-310401
Company context
Aware, Inc. (NASDAQ: AWRE) is a proven global leader in biometric orchestration and identity solutions. Its Awareness Platform transforms biometric data into actionable intelligence, empowering organizations to verify identities and prevent fraud with speed, accuracy, and confidence. Designed for mission-critical enterprise environments, the platform delivers intelligent, scalable architecture, real-time insights, and reliable security - ensuring precise identification when every millisecond matters. Aware is headquartered in Burlington, Massachusetts. To learn more, visit our website or follow us on LinkedIn and X.
Current securities
Disclosure sections
Items 5.02, 5.07Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.07Item 5.07 - Submission of Matters to Vote
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
.
On July 15, 2026 we held our Annual Meeting of Shareholders. A total of 21,646,057 shares of our common stock were outstanding as of May 19, 2026, the record date for the Annual Meeting.
At the Annual Meeting, our shareholders voted (i) to re-elect Ajay K. Amlani and Peter R. Faubert as our Class III directors for three-year terms, (ii) to approve an advisory proposal on the compensation of our named executive officers, (iii) to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025, (iv) to approve an amendment to our 2023 Equity and Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 1,000,000 shares. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our inspector of elections.
1. Election of Class III Directors.
Nominee For Withheld Broker Non-Votes
─────────────────────────────────────────────────────────────────────────
Ajay K. Amlani 10,683,968 414,465 5,376,116
Peter R. Faubert 9,404,606 1,600,015 5,376,116
2. To approve, on an advisory basis, the compensation of our named executive officers.
For Against Abstain Broker Non-Votes
───────────────────────────────────────────────────────────────
9,879,827 1,175,359 43,247 5,376,115
3. To ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026
For Against Abstain Broker Non-Votes
──────────────────────────────────────────────────────────────
16,057,238 380,162 37,149
4. To approve an amendment to our 2023 Equity and Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 1,000,000 shares.
For Against Abstain Broker Non-Votes
───────────────────────────────────────────────────────────────
8,632,145 2,325,719 140,569 5,376,116