Agilysys (AGYS) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held on September 12, 2024, to elect seven directors, approve a new equity incentive plan, hold an advisory vote on executive compensation, and ratify the appointment of Grant Thornton LLP as auditor for FY2025.

• Shareholders of record as of July 15, 2024, are entitled to vote, with each share carrying one vote; a majority presence constitutes a quorum.

• Proxy voting is available by mail, telephone, or internet, and preliminary results will be announced at the meeting, with final results filed on Form 8-K.

• Forward-looking statements are included, subject to risks and uncertainties as detailed in SEC filings.

Voting matters and shareholder proposals

• Proposals include electing seven directors, approving the 2024 Equity Incentive Plan, an advisory say-on-pay vote, and ratifying Grant Thornton LLP as auditor.

• Shareholder proposals for the 2025 meeting must be received by March 28, 2025, for inclusion in proxy materials.

• Proxy cards will be voted as recommended by the board unless otherwise specified.

Board of directors and corporate governance

• The board consists of seven members, with six independent directors and one executive (CEO).

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, with a Cybersecurity Risk Subcommittee.

• All directors attended at least 75% of meetings in FY2024 and the 2023 annual meeting.

• The board is led by an independent chairman, and the roles of chairman and CEO are separated.

• Board diversity matrix: 1 female, 5 male, 1 did not disclose; includes Asian and White representation.