Agilysys (AGYS) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for September 4, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of July 9, 2025, are eligible to vote, with options to vote by mail, phone, internet, or in person.

• Proxy materials are distributed electronically, with printed copies available upon request.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight director nominees, approving executive compensation on an advisory basis, and ratifying Grant Thornton LLP as the independent auditor for FY2026.

• Shareholder proposals for the 2026 meeting must be submitted by March 20, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of eight members, with a majority being independent; the chairman is an independent director.

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

• Directors are subject to stock ownership guidelines and annual independence reviews.

• All directors attended at least 75% of meetings in FY2025.