Virtu Financial (VIRT) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, to be held virtually, with voting available online, by phone, mail, or during the meeting.

• Key proposals include election of three Class II directors, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Founder Member controls over 87% of voting power, maintaining controlled company status under NYSE rules.

• Forward-looking statements caution that actual results may differ due to risks and uncertainties.

Voting matters and shareholder proposals

• Three directors nominated for election to serve until 2029: Aaron Simons, Joseph J. Grano, Jr., and Joanne M. Minieri.

• Advisory vote on executive compensation (say-on-pay) and ratification of PricewaterhouseCoopers LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals or director nominations for future meetings, subject to advance notice and bylaw requirements.

Board of directors and corporate governance

• Board consists of 10 directors, majority independent, with staggered three-year terms.

• Separate roles for Chairman (Michael T. Viola) and CEO (Aaron Simons).

• Four standing committees: Audit, Risk, Compensation, and Nominating & Corporate Governance.

• Controlled company status allows exemptions from certain NYSE independence requirements, though Compensation Committee is fully independent.

• Board and committees met regularly in 2025, with high attendance.