MarketWise (MKTW) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, to be held virtually, with voting on key proposals including director elections, an amendment to the 2021 Incentive Award Plan, and ratification of a new external auditor.

• Record date for voting is April 17, 2025, with 2,647,468 Class A and 13,637,641 Class B shares outstanding, representing 16.3% and 83.7% of voting power, respectively.

• A 1-for-20 reverse stock split was effected on April 2, 2025, with all share references post-split adjusted.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Election of two Class I Directors (Dr. David Eifrig and Van Simmons) to serve until the 2028 Annual Meeting.

• Amendment to the 2021 Incentive Award Plan to increase the share reserve by 1,630,554 shares, extending the pool for grants through at least 2030.

• Ratification of Grant Thornton LLP as the new independent registered public accounting firm for fiscal year 2025, replacing Deloitte & Touche LLP.

• Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven directors divided into three staggered classes, with annual elections for expiring terms.

• Four directors are considered independent under SEC and Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent members and written charters.

• Board leadership is currently separated between CEO and Chairman roles.

• Directors may only be removed for cause by a majority vote of outstanding voting stock.