EverQuote (EVER) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2026, to be held virtually, with voting on director elections, an amendment to the certificate of incorporation for officer exculpation, and ratification of the external auditor.

• Record revenue of $692.5M in 2025, up 38% year-over-year, with adjusted EBITDA of $94.6M and a margin of 13.7%.

• Executive compensation is closely tied to performance, with most pay at risk and aligned with shareholder interests.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors for one-year terms, approve an amendment for officer exculpation, and ratify PricewaterhouseCoopers LLP as the independent auditor for 2026.

• The board recommends voting in favor of all proposals.

• Procedures for submitting shareholder proposals for the 2027 meeting are outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• The board consists of seven nominees, with a mix of independent and non-independent directors, and a separation of chairman and CEO roles.

• The company is a "controlled company" under Nasdaq rules, exempt from certain governance requirements.

• The board has adopted governance guidelines, a code of conduct, and policies on director independence and risk oversight.

• Audit and compensation committees are established, with independent directors serving on both.