Thryv (THRY) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 12, 2025, with voting on key proposals including director elections, auditor ratification, executive compensation, and a charter amendment.

• Stockholders of record as of April 15, 2025, are eligible to vote, with materials distributed primarily via the Internet to reduce costs and environmental impact.

• The board recommends voting in favor of all proposals, including the election of two Class II directors, ratification of Grant Thornton LLP as auditor, approval of executive compensation, and a charter amendment to align voting requirements with Delaware law.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors for three-year terms, ratifying Grant Thornton LLP as auditor, a non-binding advisory vote on executive compensation, and amending the certificate of incorporation to adjust future voting requirements.

• The board recommends voting for all nominees and proposals.

• Only Proposal No. 2 (auditor ratification) is considered a routine matter for broker discretionary voting.

Board of directors and corporate governance

• The board consists of seven directors divided into three classes, with a majority deemed independent under Nasdaq rules.

• The Chairman and CEO roles are combined, with a Lead Independent Director to ensure independent oversight.

• Committees include audit, compensation, and nominating/governance, each with independent members and written charters.

• Directors are selected based on diverse experience, independence, and alignment with stockholder interests.