HealthEquity (HQY) Proxy filing summary

Voting matters and shareholder proposals

• Election of ten directors to serve until the 2027 annual meeting and until successors are elected and qualified.

• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending January 31, 2027.

• Advisory vote to approve fiscal 2026 compensation for named executive officers.

• Approval of the 2026 Employee Stock Purchase Plan.

• Approval of the Amended and Restated 2024 Equity Incentive Plan.

Board of directors and corporate governance

• Ten nominees are recommended for election to the board, including Robert Selander, Scott Cutler, Stephen Neeleman, Adrian Dillon, Evelyn Dilsaver, William Gassen, Debra McCowan, Rajesh Natarajan, Stuart Parker, and Gayle Wellborn.

Executive compensation and say-on-pay

• Advisory vote is being held to approve the compensation paid to named executive officers for fiscal 2026.

• Proposals include approval of both an employee stock purchase plan and an amended equity incentive plan.