Pattern Group (PTRN) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 15, 2026, with stockholders able to vote online or by proxy.

• Stockholders of record as of March 26, 2026, are entitled to vote, with Series A shares having one vote and Series B shares having twenty votes each.

• The Board recommends voting for all proposals, including director elections, auditor ratification, executive compensation, and annual say-on-pay frequency.

• The company completed its initial public offering in September 2025, leading to updates in compensation and governance practices.

Voting matters and shareholder proposals

• Four main proposals: election of two Class I directors (Scott Hilton and Ann Mather), ratification of Deloitte & Touche LLP as auditor, advisory say-on-pay vote, and advisory vote on frequency of say-on-pay.

• Board recommends voting FOR all proposals and for annual say-on-pay votes.

• Voting can be done online, by phone, or by mail, and stockholders can change their vote before the meeting.

Board of directors and corporate governance

• Board consists of six members, with staggered three-year terms and a majority of independent directors.

• Mr. Wright serves as Chairman and CEO; Mr. Bailey is Lead Independent Director.

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

• The company is a "controlled company" under Nasdaq rules due to co-founders' voting power.

• Board and committee self-evaluations and succession planning are in place.