Circle Internet Group (CRCL) Proxy filing summary

Executive summary

• Achieved a historic year in 2025 with a successful IPO and follow-on offering, raising $2.7B in revenue and reserve income, up 64% year-over-year.

• USDC circulation reached $75.3B, up 72% year-over-year, with $33.3T in onchain transaction volume, up 384%.

• Expanded ecosystem with 14 new blockchain integrations, launched Circle Payments Network and Arc blockchain, and secured key regulatory approvals in the US and UAE.

• Launched Circle Foundation and committed 1% equity to philanthropy, focusing on financial resilience and inclusion.

• Board and management emphasize long-term strategy, robust governance, and stakeholder engagement.

Voting matters and shareholder proposals

• Four proposals: election of three Class I directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay (recommended annually), and ratification of Deloitte as auditor.

• Board recommends voting FOR all proposals.

• Stockholders may submit proposals and director nominations for the 2027 meeting, subject to advance notice and procedural requirements.

Board of directors and corporate governance

• Board consists of nine directors, majority independent, with a mix of long-tenured and new members.

• Five standing committees: Audit, Compensation, Nominating and Corporate Governance, Risk, and Strategy, all chaired by independent directors.

• Lead Independent Director role established; annual board and committee evaluations conducted.

• Classified board structure and multi-class voting shares with sunset provisions to balance founder influence and long-term stability.