Priority Technology (PRTH) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2026, and will be held virtually, allowing shareholders to vote and ask questions online.

• Four proposals are up for vote: election of six directors, approval of an amendment to the 2018 Equity Incentive Plan, advisory approval of executive compensation, and ratification of KPMG as the new independent auditor.

• A preliminary, non-binding take-private proposal led by the Chairman/CEO is under review by a Special Committee of independent directors, but is not up for a vote at this meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, increasing shares under the equity incentive plan by 8 million, approving executive compensation on an advisory basis, and ratifying KPMG as auditor.

• The Board recommends voting FOR all proposals.

• Shareholders may submit other business or director nominations for the 2027 meeting by written notice within specified dates.

Board of directors and corporate governance

• The Board consists of six directors, with a majority being independent under NASDAQ rules.

• The Special Committee, composed solely of independent directors, is evaluating the take-private proposal and has retained Barclays and Paul, Weiss as advisors.

• The Board has Audit, Compensation, and Nominating & Governance Committees, all comprised of independent directors.

• Directors are indemnified to the fullest extent permitted by Delaware law.