Rackspace (RXT) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on June 20, 2025, with stockholders able to vote on key proposals and attend online.

• Proposals include electing four Class II directors, ratifying KPMG LLP as the new independent auditor, and a non-binding advisory vote on executive compensation.

• Proxy materials are primarily distributed online to reduce costs and environmental impact.

• Apollo Global Management, Inc. affiliates control over 54% of voting power, significantly influencing outcomes.

Voting matters and shareholder proposals

• Stockholders will vote on electing Betsy Atkins, Mitchell Garber, Anthony Roberts, and Anthony Scott as Class II directors for three-year terms.

• Ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2025 is proposed.

• Advisory vote on executive compensation (Say on Pay) is included; last year, 84.5% of votes supported the compensation approach.

• Apollo retains rights to nominate directors and approve significant corporate actions as long as it holds at least 5% of shares.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; Class II directors are up for re-election.

• Board committees include Audit, Compensation, Nominating & Corporate Governance (N&CG), and Executive, each with defined charters.

• As a controlled company under Nasdaq rules, the board is not required to have a majority of independent directors.

• Board leadership is currently separated between the Chairman and CEO; the board regularly reviews its leadership structure.

• Stockholders can recommend director candidates and communicate directly with the board.