Dave (DAVE) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 2, 2026, with voting available online, by phone, or by mail for shareholders of record as of April 13, 2026.

• Four proposals will be voted on: election of a director, advisory approval of executive compensation, advisory vote on frequency of future say-on-pay votes, and ratification of the external auditor.

• The board recommends voting for all proposals and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposal 1: Elect Dan Preston as Class II director for a three-year term.

• Proposal 2: Advisory approval of executive compensation (first say-on-pay vote).

• Proposal 3: Advisory vote on frequency of future say-on-pay votes; board recommends annual votes.

• Proposal 4: Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026.

• No other shareholder proposals were received; proxy holders may vote on other matters at their discretion.

Board of directors and corporate governance

• Board consists of six directors post-meeting, with staggered three-year terms.

• Jason Wilk serves as Chairperson and CEO; Michael Pope is Lead Independent Director.

• All directors except Mr. Wilk are independent under Nasdaq rules.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with independent members and written charters.

• Board and committees met regularly in 2025; most directors attended at least 75% of meetings.

• Code of Business Conduct and Ethics and Insider Trading Policy are in place.