Burford Capital (BUR) Proxy filing summary

Executive summary

• The annual general meeting (AGM) is scheduled for May 13, 2026, with shareholders voting on director elections, executive compensation, auditor matters, and capital structure resolutions.

• The board recommends voting in favor of all resolutions, emphasizing alignment with both US and UK governance standards due to the company's dual listing and Guernsey incorporation.

• Notice and access procedures are used to reduce environmental impact and costs, with proxy materials available online and by request.

Voting matters and shareholder proposals

• Shareholders will vote on 16 resolutions, including re-election/election of directors, approval of a final dividend, reappointment and compensation of the external auditor, receipt of annual accounts, say-on-pay, authority to issue shares, market acquisitions, and disapplication of pre-emption rights.

• Ordinary resolutions require a simple majority; special resolutions require at least 75% approval.

• Shareholder proposals and director nominations for the 2027 AGM must comply with advance notice requirements.

Board of directors and corporate governance

• Seven directors are nominated for election, including one new nominee; all but the CEO are independent under SEC and NYSE standards.

• The board maintains a majority of independent directors, annual elections, and a mix of tenures and backgrounds, with a commitment to at least 30% female representation.

• Three standing committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent and oversee key areas including risk, compensation, and ESG.

• Annual board and committee evaluations, onboarding, and continuing education are in place.

• Share ownership guidelines apply to directors and executives, and a comprehensive code of conduct is enforced.