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 main proposals will be voted on: election of directors, ratification of KPMG as auditor, advisory approval of executive compensation, and amendments for a reverse stock split and reduction in authorized shares.

• The Voting Trust, holding a majority of voting power, is expected to ensure passage of all proposals.

• No shareholder proposals were received for this meeting.

• Forward-looking statements caution about uncertainties and risks affecting future outcomes.

Voting matters and shareholder proposals

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

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

• Advisory vote on executive compensation (say-on-pay) is included, with annual frequency.

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

• No other business is anticipated; proxy holders may vote on any properly raised matters.

Board of directors and corporate governance

• 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.

• The Executive Committee nominates directors and oversees board composition.

• Board and committees met regularly in 2025, with high attendance.

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