Vertex (VERX) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 10, 2026, allowing shareholders to attend, vote, and submit questions online, with the aim of increasing participation and reducing costs.

• Shareholders of record as of April 15, 2026, are entitled to vote on the election of three directors and the ratification of the independent auditor.

• The Board recommends voting FOR all director nominees and FOR the ratification of Crowe LLP as the independent auditor.

Voting matters and shareholder proposals

• Proposal 1: Election of Eric Andersen, David DeStefano, and Christopher Young as directors to serve until the 2029 Annual Meeting.

• Proposal 2: Ratification of Crowe LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Both proposals are recommended by the Board; plurality required for directors, majority for auditor ratification.

• No other business is expected at the meeting; proxies will vote at their discretion if new matters arise.

Board of directors and corporate governance

• The Board consists of nine members, with a mix of independent and non-independent directors; seven are independent per SEC and Nasdaq rules.

• Board committees include Audit, Human Capital, and Nominating and Governance, all composed of independent directors.

• The Board separates the roles of Chairperson and CEO; Mr. DeStefano serves as Chairperson, Mr. Young as CEO.

• Corporate governance policies include a Code of Ethics, Insider Trading Policy, Clawback Policy, and Stock Ownership Policy for executives.

• Board diversity is monitored, with a formal policy to ensure a range of skills, experiences, and backgrounds.