Covista (CVSA) Proxy filing summary

Executive summary

• FY26 revenue rose 9.3% to $1.954B and adjusted EPS rose 23.7% to $8.25; both exceeded the high end of guidance. Three-year total shareholder return was 263%.

• Purpose at Scale targets 7%–10% revenue CAGR, 10%–14% adjusted EPS CAGR and enrollment above 120,000 through FY29; targets are not forecasts.

• FY26 ended with 99,472 students, $471M operating cash flow from continuing operations, $238M in share repurchases and $406M cash; net leverage was 0.5x adjusted EBITDA.

Voting matters and shareholder proposals

• At the Nov. 11, 2026 virtual annual meeting, shareholders will vote on 11 director nominees, PwC ratification for FY27, advisory approval of FY26 NEO compensation and the 2026 Equity Incentive Plan; the Board recommends FOR each.

• If approved, the 2026 Plan takes effect Nov. 11, 2026, reserves 2.1M shares and replaces the prior plan for new awards; the Board estimates the reserve could support grants for ~4 years.

• Proposal 4 adds a one-year minimum vesting rule, bars repricing without shareholder approval and caps most non-employee director compensation at $750,000 per FY.

Board of directors and corporate governance

• Eleven nominees stand for election through the 2027 annual meeting; 90% of current directors and nominees are independent, with an average tenure of 5.2 years and average age of 60.6.

• Emily Chiu and Leslie Storms joined in August 2026; Lisa Wardell will retire from the Board, reducing its size to 11. The retirement-age policy was waived for Donna Hrinak’s renomination at age 75.

• CEO Stephen Beard also serves as Board Chair; Michael Malafronte is Lead Independent Director and presided over FY26 independent-director executive sessions.

• Shareholder outreach reached holders of more than 70% of shares owned; governance updates included a 10b5-1 trading-plan requirement for director and executive stock sales, subject to limited hardship exceptions.