Vistance Networks, Inc. ($VISN)

Hello, and welcome to the Vistance Networks, Inc. Annual Meeting. Please note that the meeting is being recorded.

Welcome to the 2026 Annual Meeting of Stockholders of Vistance Networks, Inc., the company. I'm Krista Bowen, the company's Chief Administrative Officer, General Counsel and Secretary. In fairness to all stockholders in attendance and in the interest of an orderly meeting, we require that you honor the rules of conduct that are posted on the website for today's meeting under the Documents tab at the top right of your screen. To start the meeting, I would like to introduce Bud Watts, our Chairman of the Board and Chairman of this meeting.

Thank you, Krista. Good afternoon. On behalf of Vistance Networks, I want to welcome you to our 2026 Annual Meeting of Stockholders, which is now formally called to order. We are pleased to have each of you in attendance today. Stockholders may submit questions at any time during this meeting by clicking on the questions box to the right of your screen, typing your question into the text box and then clicking the submit button. During our meeting, questions from stockholders should pertain to the proposals being considered at today's meeting. We appreciate your attendance, your interest and most importantly, your support of the company. At the website for today's meeting, you will see the agenda along with the documents tab containing the rules of conduct, which will govern the meeting. Let me begin by introducing the other directors of the company who are in attendance today. Joining us are Chuck Treadway, President and CEO; Steve Gray, Bill Krause, Joanne Maguire, Tom Manning, Derrick Roman; and Tim Yates, our Lead Independent Director. We also have Kyle Lorentzen, our Chief Financial Officer, in attendance today with us as well. Krista Bowen, our Chief Administrative Officer, General Counsel and Secretary, who will serve as Secretary of today's meeting. Let me also introduce DeVonna Reed of Equiniti Trust Company, our transfer agent, who will be serving as the Inspector of Election; and Andy Largen of Ernst & Young, our independent auditors, who is available to respond to appropriate questions. The order of business this afternoon is to address the proposals set forth in the proxy statement related to this annual meeting, collect the votes and then receive a preliminary vote from the Inspector of Election. This brings us to the second item of business, the report of the Secretary. Krista, will you please present the affidavits of mailing?

Mr. Chairman, on March 24, 2026, Morrow Sodali first mailed to each bank, broker, institution and nominee, and Equiniti Trust Company mailed to each stockholder of record the notice of the 2026 Annual Meeting of Stockholders and full sets of materials that include the proxy statement, the proxy card and the 2025 annual report. I have affidavits of mailing for each such mailing. In addition to copies of the proxy materials, I have a complete list of the stockholders of the company as of the record date, which has been open for examination at the company's principal place of business for any purpose relevant to the meeting during ordinary business hours for the past 10 days. The affidavits of mailing, including the proxy materials, will be filed with the records of this meeting.

Thank you, Krista. This brings us to the third item of business, which is the determination of a quorum. The bylaws provide that the presence in person or by proxy of the holders of record of a majority in voting power of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at this meeting. Krista, do we have a quorum?

Yes, we do. The Inspector of Election has informed us that a quorum is present.

Thank you, Krista. I hereby declare that a quorum is present. It is now 1:04 p.m. on May 7, 2026, and the polls are now open. All Vistance Networks stockholders entitled to vote at this meeting have the ability to do so online. If there is any stockholder of record as of March 11, 2026, or holder in Street Name who has submitted a legal proxy and completed the registration process with our transfer agent, AST, who has not voted by proxy and now wants to vote or who has previously voted but now wants to change that vote by clicking the Vote My Shares tab at the top right of your screen. If you have already sent in your proxy card or voted online or by phone and do not want to change your vote, you do not need to do anything right now. In all, there are 5 proposals to be voted on at today's meeting, each of which is described in detail in the proxy statement. All of the proposals are voted on by the holders of our common stock voting together as a single class. The 5 proposals have been properly brought before the meeting and under the bylaws, no director nominations can be made from the floor and no other proposals can be made from the floor. Krista, have we received any questions or comments on these proposals?

Mr. Chair, no questions have been received.

Thank you, Krista. Moving on. The polls are about to close. So if you have not yet voted, please do so now. [Voting]

Since all stockholders have had the opportunity to vote, I hereby declare that the polls are now closed at 1:06 p.m. on May 7, 2026. Krista, do you have the preliminary report from the Inspector of Election?

Yes. I've received a preliminary report from the Inspector of Elections.

Okay. Then I'll now ask for the vote results on the following resolutions. Proposal 1, resolved that the following persons hereby are elected as directors of the company: Stephen C. Gray, L. William Krause, Joanne M. Maguire, Thomas J. Manning; Derrick A. Roman, Charles L. Treadway, Claudius E. Watts, Timothy T. Yates, in each case to serve until the 2027 Annual Meeting of Stockholders or until an earlier death, resignation or removal or until their successors are elected and qualified. Krista, have the stockholders approved this proposal?

Yes, Mr. Chairman. Based on the report from the Inspector of Elections, each director has been elected by a majority of the votes cast.

Thank you. Proposal 2, resolved that the stockholders approve on a nonbinding advisory basis, the compensation of the company's named executive officers as discussed and disclosed in the compensation discussion and analysis, the compensation tables and any narrative executive compensation disclosure contained in the proxy statement related to this 2026 Annual Meeting of the Stockholders. Krista, have the stockholders approved this proposal?

Yes, Mr. Chairman. Proposal #2 has been approved by a majority of the votes.

Thank you. Proposal 3, resolved that the stockholders recommend on a nonbinding advisory basis that advisory votes on the compensation of the company's named executive officers be held every year. Krista, have the stockholders approved this proposal?

Yes, Mr. Chairman. Proposal 3 has been approved by a majority of the votes.

Thank you. Proposal 4, resolved that the increase in the number of shares authorized under the Vistance Networks, Inc. amended and restated 2019 Long-Term Incentive Plan be and hereby is approved. Krista, have the stockholders approved this proposal?

Yes, Mr. Chairman. Proposal #4 has been approved by a majority of the votes.

Thank you. And finally, Proposal 5, resolved that the appointment of the Audit Committee of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, is hereby ratified. Krista, have the stockholders approved this proposal?

Yes. Proposal #5 has been approved by a majority of the votes.

Great. Thank you. We will file the report of the Inspector of Elections with the records of this meeting. We expect to report the final results of the voting on a Form 8-K to be filed with the SEC within 4 business days. Having completed the business of today's meeting, I hereby declare that the meeting is adjourned. Thank you all for attending.