Agilysys (AGYS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on September 2, 2026, with shareholders of record as of July 6, 2026, eligible to vote on key proposals.

• Shareholders will vote on the election of eight directors, an advisory say-on-pay vote, and ratification of the independent auditor.

• Proxy materials are delivered electronically, with options for mail, phone, or internet voting.

• A majority of independent directors serve on the board, with robust governance guidelines and annual self-evaluations.

Voting matters and shareholder proposals

• Proposals include electing eight directors, approving executive compensation on an advisory basis, and ratifying Grant Thornton LLP as auditor.

• Shareholders may submit proposals for the 2027 meeting by March 18, 2027, and must follow specific nomination and submission procedures.

• Proxy cards default to board recommendations if no instructions are given.

Board of directors and corporate governance

• The board consists of eight members, seven of whom are independent; the chairman is independent and separate from the CEO.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, with a Cybersecurity Risk Subcommittee.

• Annual board and committee self-evaluations are conducted to enhance governance.

• Directors are subject to stock ownership guidelines and receive a mix of cash and equity compensation.