Expensify (EXFY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 22, 2026, with voting and Q&A available online.

• Four key proposals will be voted on: director elections, auditor ratification, executive compensation (say-on-pay), and amendments for a reverse stock split and reduction in authorized shares.

• The Voting Trust controls 83.6% of voting power, effectively determining the outcome of all proposals.

• The company maintains a multi-class share structure, with Class A, LT10, and LT50 shares, each with different voting rights.

• No other shareholder proposals were received for this meeting.

Voting matters and shareholder proposals

• Eight directors are nominated for election to serve until the 2027 annual meeting.

• Ratification of KPMG LLP as independent auditor for fiscal year 2026 is proposed.

• Advisory approval of executive compensation is included (annual say-on-pay vote).

• Approval of amendments to effect a reverse stock split (ratios of 1-for-15, 1-for-20, or 1-for-25) and reduce authorized shares proportionally.

• No other business is anticipated at the meeting.

Board of directors and corporate governance

• The board consists of eight members, three of whom are independent under Nasdaq rules.

• The company is a "controlled company" under Nasdaq, exempt from certain governance requirements, including majority independent board and independent nominating/compensation committees.

• The Executive Committee, composed of management and directors, exercises most board powers while the Voting Trust holds majority control.

• Audit Committee is fully independent; Compensation Committee includes executive officers and is not fully independent.

• Directors are encouraged but not required to attend annual meetings; most attended the prior year.