EverCommerce (EVCM) Proxy filing summary

Executive summary

• Focused on empowering service businesses with an AI-powered platform, emphasizing automation, customer engagement, and payments integration for over 745,000 global customers.

• 2025 saw significant changes: divestiture of the marketing technology business, acquisition of ZyraTalk to advance AI initiatives, $85 million share repurchase, and credit facility repricing.

• Met or exceeded 2025 financial targets and set a 2026 priority to deliver best-in-class AI solutions, with ongoing investments in native AI features and workflow transformation.

• Forward-looking statements highlight anticipated accelerated growth in 2026 and beyond, with risks related to competition, technology, regulation, and macroeconomic factors.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class II Directors (Amy Guggenheim Shenkan, John Rudella, Mark Hastings) for terms expiring at the 2029 Annual Meeting.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• No other business is expected, but proxies may vote on additional matters if they arise.

Board of directors and corporate governance

• Board consists of eight members divided into three staggered classes; seven are independent under Nasdaq rules.

• Board leadership combines CEO and Chairman roles, with a lead independent director appointed.

• Controlled company exemption applies due to majority ownership by PSG and Silver Lake, allowing certain governance flexibilities.

• Stockholders agreements grant PSG and Silver Lake director nomination rights and certain veto powers over major transactions.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and responsibilities.