Proxy Results, Management Change/Compensation (Form 8-K)

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTOR; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On July 15, 2026, upon the recommendation of Aware's Nominating and Corporate Governance Committee, Aware's Board of Directors appointed James Beecham as a Class I Director.

Mr. Beecham, age 37, is the co-founder and chief executive officer of ALTR, a cloud data security company he founded in 2015. He previously served as the company's chief technology officer from 2015 through 2022 and has more than 20 years of experience in enterprise software, cybersecurity, and data protection. Mr. Beecham has led technology strategy, product vision, and business growth at ALTR, and prior to founding ALTR, he held engineering and technology leadership roles focused on developing enterprise data storage, data processing, and security solutions. Mr. Beecham serves on the Board of Directors of the Austin Technology Council and advises several early-stage technology companies on technology strategy and product innovation. He is the inventor of more than 15 issued patents worldwide related to data security and protection and is a frequent speaker on cybersecurity, artificial intelligence, and data privacy at industry conferences, including SXSW and Gartner. Mr. Beecham holds a Bachelor of Science degree in Computer Engineering from The University of Texas at Austin, with a focus on Computer Architecture and Embedded Systems. Our Board appointed Mr. Beecham to our Board because of his industry expertise and his experience as a co-founder and executive of ALTR.

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.

2. To approve, on an advisory basis, the compensation of our named executive officers.

3. To ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026

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.