Commerce.com (CMRC) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, held virtually; record date is March 19, 2026, with 82,316,230 shares outstanding and each share entitled to one vote.

• Three proposals up for vote: election of two directors, ratification of Ernst & Young LLP as auditor for 2026, and advisory say-on-pay vote for executive compensation.

• Board recommends voting FOR all proposals; voting can be done online, by phone, or by mail.

Voting matters and shareholder proposals

• Proposal 1: Election of Donald E. Clarke and Ellen F. Siminoff as Class III directors for terms expiring at the 2029 annual meeting.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

• Proposal 3: Advisory vote to approve compensation of named executive officers (say-on-pay).

• Shareholder proposals for the 2027 meeting must be received by December 2, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven members, with a classified structure and staggered three-year terms.

• Five of seven directors are independent under Nasdaq rules; all committee members are independent.

• Committees: Audit (Clarke, Gilligan, Richards), Compensation (Malhotra, Clarke, Kamath), Nominating and Corporate Governance (Gilligan, Richards, Kamath).

• Lead Independent Director role held by Jeff Richards; Executive Chair role held by Ellen F. Siminoff.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.

• Director nomination process considers integrity, experience, and diversity of skills; shareholder-recommended nominees are evaluated equally.