Q2 (QTWO) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, will be held virtually, allowing shareholders to vote and ask questions online.

• Key proposals include electing seven directors, ratifying Ernst & Young LLP as auditor, and an advisory vote on executive compensation.

• Shareholders of record as of April 15, 2026, are eligible to vote; multiple voting methods are available, including online, phone, mail, or during the meeting.

• Proxy materials, including the annual report, are accessible online for review.

Voting matters and shareholder proposals

• Proposals: (1) Elect seven directors for one-year terms; (2) Ratify Ernst & Young LLP as independent auditor for 2026; (3) Advisory vote on executive compensation; (4) Other business as may arise.

• Shareholders can submit proposals or director nominations for the 2027 meeting, following specific deadlines and procedures.

Board of directors and corporate governance

• Board consists of seven nominees, with a mix of executive and independent directors possessing expertise in finance, technology, risk, and ESG.

• All directors are elected annually; no supermajority voting requirements.

• Four standing committees: audit, compensation, risk and compliance, and nominating and corporate governance.

• Lead Independent Director role rotates; executive sessions held regularly without management.

• Stock ownership guidelines require directors to hold equity equal to four times their annual cash retainer.