BILL Holdings (BILL) Proxy filing summary

Executive summary

• FY26 revenue rose 13% to $1.65B, core revenue grew 16% to $1.50B, non-GAAP operating income increased 35% to $323.7M, and free cash flow was $354.7M.

• Repurchased 13.7M shares for $567.3M in FY26; the Board authorized a new $1B repurchase program in May 2026.

• FY26 brought organizational restructuring and the launch of BILL AI agents; FY27 priorities include accelerating financial-operations automation across the platform.

Voting matters and shareholder proposals

• Dec. 10, 2026 virtual annual meeting agenda: elect four Class I directors, ratify PwC for FY27, and hold an advisory say-on-pay vote; the Board recommends FOR all three.

• Director nominees Keri Gohman, René Lacerte, Tina Reich and Dan Wernikoff seek three-year terms ending at the 2029 annual meeting; election is by plurality vote.

• PwC ratification and say-on-pay each require a majority of votes cast FOR or AGAINST; the say-on-pay vote is non-binding and held annually.

Board of directors and corporate governance

• The Board has 12 directors; 11 are independent. Six independent directors joined since early 2025, and the Chair and Lead Independent Director roles are separate.

• In 2026, the Board formed a standing Risk Committee and appointed new independent directors to standing committees, including new Audit and Risk Committee chairs.

• The Board met 19 times in FY26; all directors attended at least 75% of applicable Board and committee meetings.

• The Board annually oversees senior-management succession planning, while the Nominating and Corporate Governance Committee leads candidate evaluation and Board succession work.