Pegasystems (PEGA) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on June 16, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of April 17, 2026, are eligible to vote, with each share entitled to one vote per proposal.

• Proxy materials are available online, and shareholders are encouraged to vote electronically or by mail before the meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors for one-year terms, a non-binding advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as the independent auditor for 2026.

• The Board recommends voting FOR all director nominees, FOR the say-on-pay proposal, and FOR auditor ratification.

• Shareholders can submit proposals for the 2027 meeting by January 1, 2027, following specific procedures.

Board of directors and corporate governance

• The Board consists of eight nominees with diverse backgrounds in leadership, technology, finance, and marketing; 25% are women, average age is 66.5, and average tenure is 15.3 years.

• All directors except the CEO are independent under Nasdaq rules.

• The Board is declassified, with annual elections and majority voting; stock ownership guidelines apply to directors and executives.

• Standing committees include Audit, Compensation, Nominating and Corporate Governance, and a Risk Subcommittee.

• The Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.