SPS Commerce (SPSC) investor relations material

Executive summary

• The annual meeting will be held virtually on May 28, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• The company operates a global supply chain network, enabling seamless transactions among retailers, brands, and logistics providers.

• Proxy materials are distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors for one-year terms, ratifying KPMG as auditor for 2026, and approving executive compensation on an advisory basis.

• The board recommends voting FOR all proposals.

• No other shareholder proposals are scheduled; proxy holders may vote on additional matters if they arise.

Board of directors and corporate governance

• The board will be reduced to nine members, with new nominees added per a cooperation agreement with Anson Funds Management.

• Board committees include Audit, Compensation & Talent, Governance & Nominating, and Finance & Strategy, each with defined responsibilities.

• The board emphasizes diversity, independence (all but the CEO are independent), and regular evaluation of leadership structure.

• Directors are compensated with a mix of cash and equity, with updated guidelines for stock ownership and vesting.