eGain (EGAN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 9, 2025, to elect directors, approve executive compensation, and ratify the external auditor.

• Proxy materials and 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 four directors, a non-binding advisory vote on executive compensation, and ratification of BPM LLP as auditor.

• Shareholder proposals for the 2026 meeting must be submitted between August 11 and September 10, 2026.

Board of directors and corporate governance

• Four director nominees, including the CEO, are up for election; all but the CEO are independent under Nasdaq rules.

• Board leadership combines CEO and Chairman roles, with a Lead Independent Director to ensure independent oversight.

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

• Board and committee meetings had high attendance, and committee charters are available online.

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