Consumer Portfolio Services (CPSS) Proxy filing summary

Executive summary

• Annual meeting scheduled for October 27, 2026, to elect directors, ratify auditors, and approve executive compensation on an advisory basis.

• Nine directors are nominated for one-year terms; all are recommended by the Board.

• Crowe LLP is proposed for ratification as independent auditors for fiscal year 2026.

• Advisory vote on executive compensation (say-on-pay) is included, with the Board recommending approval.

• Shareholders of record as of September 21, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Proposals include election of nine directors, ratification of Crowe LLP as auditors, and approval of executive compensation.

• Directors are elected by plurality; other proposals require a majority of votes cast, exceeding 25% of outstanding shares.

• Cumulative voting is allowed for director elections.

• Shareholder proposals for the 2027 meeting must be submitted by June 2, 2027.

Board of directors and corporate governance

• Board consists of nine members, with a mix of long-tenured and recently appointed directors.

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

• Board committees include Audit, Compensation, and Nominating, each with independent members and written charters.

• Board held four meetings in 2025; committee attendance was generally high.

• Chairman and CEO roles are combined, with independent oversight by the Board.