MarketWise (MKTW) Proxy filing summary

Executive summary

• Achieved a 13% year-over-year increase in full-year Billings to $271.2 million in FY 2025, with Q4 Billings up 42% year-over-year, marking the strongest growth since going public.

• Cash from operating activities reached $46.0 million, a $68.1 million improvement over 2024, resulting in a cash flow margin over 16%.

• Paid $1.90 per Class A share in dividends and repurchased shares, reflecting a 51% total shareholder return for FY 2025.

• Outlook for 2026 includes $300 million in Billings and $50 million in cash from operating activities, with a 25% increase in the regular quarterly dividend.

Voting matters and shareholder proposals

• Election of Matthew Turner as Class II Director until the 2029 Annual Meeting.

• Advisory vote to approve named executive officer compensation (Say-on-Pay Proposal).

• Advisory vote on the frequency of future Say-on-Pay votes, with the Board recommending every three years.

• Ratification of Grant Thornton LLP as independent registered public accounting firm for FY ending December 31, 2026.

Board of directors and corporate governance

• Board consists of seven directors divided into three staggered classes; four directors are independent under Nasdaq and SEC rules.

• Chairman and CEO roles are separated; Glenn Tongue serves as lead independent director.

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

• Directors are expected to attend at least 75% of meetings; all attended the 2025 Annual Meeting.