eGain (EGAN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 18, 2024, to elect directors, approve executive compensation, and ratify the external auditor.

• Proxy materials and the 2024 Annual Report are available online, with voting encouraged via internet or mail.

• Board recommends voting FOR all proposals, including director elections, say-on-pay, and auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, a non-binding advisory vote on executive compensation, and ratification of BPM LLP as auditor.

• Proposals require a majority of shares present or represented by proxy to pass, except director elections, which are by plurality.

• Shareholder proposals for the 2025 meeting must be received by July 3, 2025.

Board of directors and corporate governance

• Board consists of five members, with four deemed independent under Nasdaq and SEC rules.

• CEO also serves as Chairman; Lead Independent Director role established for independent oversight.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Stock Option Committees.

• Board diversity and director qualifications are reviewed periodically, with no formal diversity policy but emphasis on varied backgrounds.

• Code of Ethics applies to all directors, officers, and employees.