{"url_path":"/sec/awre/8-k/2026-07-21/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1015739/0001193125-26-310401-index.html","accession_number":"0001193125-26-310401","cik":"0001015739","ticker":"AWRE","issuer_name":"AWARE INC /MA/","edgar_url":"https://www.sec.gov/Archives/edgar/data/1015739/0001193125-26-310401-index.html","primary_entity_key":"0001015739","primary_entity_name":"AWARE INC /MA/"},"word_count":326,"has_tables":true,"body_markdown":"ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.\n\n \n\nOn 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.\n\n \n\nAt 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.\n\n \n\n1. Election of Class III Directors.\n\n \n\nNominee\n\nFor\n\nWithheld\n\nBroker Non-Votes\n\nAjay K. Amlani\n\n10,683,968\n\n414,465\n\n5,376,116\n\nPeter R. Faubert\n\n9,404,606\n\n1,600,015\n\n5,376,116\n\n \n\n2. To approve, on an advisory basis, the compensation of our named executive officers.\n\n \n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n9,879,827\n\n1,175,359\n\n43,247\n\n5,376,115\n\n \n\n3. To ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026\n\n \n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n16,057,238\n\n380,162\n\n37,149\n\n \n\n \n\n4. 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.\n\n \n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n8,632,145\n\n2,325,719\n\n140,569\n\n5,376,116\n\n \n\n \n\n \n\nSIGNATURE\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.\n\n    AWARE, INC.\n\nDated: July 21, 2026\n\nBy:\n\n/s/ David K. Traverse\n\nDavid K. Traverse\n\nChief Financial Officer"}