AppFolio (APPF) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2026, for holders of Class A and Class B Common Stock as of April 16, 2026.

• Stockholders will vote on electing two Class II directors, ratifying the appointment of PwC as auditor, and an advisory say-on-pay vote for executive compensation.

• The Board recommends voting FOR all proposals and director nominees.

• Proxy materials and the 2025 Annual Report are available online, with multiple voting methods provided.

Voting matters and shareholder proposals

• Proposal 1: Elect Olivia Nottebohm and Saori Casey as Class II directors for a three-year term.

• Proposal 2: Ratify PwC as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Approve, on an advisory basis, the compensation of named executive officers.

• Each Class A share has one vote; each Class B share has ten votes.

• Procedures for submitting future shareholder proposals are detailed, with specific deadlines.

Board of directors and corporate governance

• The Board consists of seven directors in three staggered classes, with recent changes reducing the size from nine.

• All directors except the CEO are independent under Nasdaq standards.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Risk and Compliance Oversight.

• Board leadership is currently separated between the Chairperson and CEO.

• Director compensation includes cash retainers and equity awards, with an increase in annual equity awards for 2026.