Alight (ALIT) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, to be held virtually, with pre-registration required for participation and voting.

• Company is prioritizing deleveraging, share repurchases, and reinvestment over dividends, supported by a strong cash position and deferred tax receivable agreement payments.

• Strategic focus for 2026 includes operational excellence, product innovation leveraging AI, and deepening client relationships, with over $100 million planned reinvestment.

Voting matters and shareholder proposals

• Election of three Class II directors for three-year terms expiring at the 2029 annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory (non-binding) vote on 2025 executive compensation (say-on-pay).

• Amendment to declassify the Board, transitioning to annual director elections starting in 2027.

• Amendment to extend exculpatory protection to certain officers for monetary damages stemming from breaches of duty of care.

• Approval of alternate amendments to authorize reverse stock splits at ratios of 1-for-10, 1-for-20, 1-for-30, and 1-for-40, with corresponding decreases in authorized shares.

Board of directors and corporate governance

• Board consists of 11 directors, 10 of whom are independent; average tenure is approximately two years.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• Annual board and committee self-evaluations, structured risk oversight, and periodic governance reviews.

• Board leadership structure separates CEO and Chairperson roles.

• Board succession planning and director nomination processes emphasize diversity, independence, and relevant expertise.