eGain (EGAN) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 4, 2026; Oct. 5, 2026 record date and 25,313,092 common shares outstanding, with one vote per share.

• Board recommends FOR the four director nominees, advisory executive compensation, and BPM LLP auditor ratification; it recommends EVERY YEAR for the pay vote frequency.

Voting matters and shareholder proposals

• Proposals cover election of four directors through the 2027 annual meeting, advisory say-on-pay, advisory say-on-pay frequency, and ratification of BPM LLP for FY2027.

• Director elections use plurality voting; other proposals pass by a majority of votes cast, while the frequency option with the most votes prevails.

• Rule 14a-8 proposals for the 2027 annual meeting are due by June 15, 2027; other bylaw proposals must arrive Aug. 6–Sept. 5, 2027, and Rule 14a-19 notices by Oct. 5, 2027.

Board of directors and corporate governance

• Four nominees are Ashutosh Roy, Gunjan Sinha, Phiroz P. Darukhanavala, and Brett Shockley; all are current directors seeking re-election.

• All directors except Roy are independent; Roy remains CEO and Board Chair, while Darukhanavala serves as Lead Independent Director.

• Board held four regular and two special meetings in FY2026; each director attended at least 75% of Board and committee meetings.

• Independent directors receive a $50,000 annual cash retainer; the Lead Independent Director received an additional $10,000 in FY2026.