Walker & Dunlop (WD) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 19, 2026, to elect eight directors, ratify KPMG LLP as auditor, and hold an advisory vote on executive compensation.

• Only stockholders of record as of March 23, 2026, are entitled to vote; each share has one vote per proposal.

• The company’s five-year “Journey to '30” strategy targets $80B+ in global debt financing, $35B+ in property sales, $2B+ in annual revenues, and $8–$10 EPS by 2030.

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

Voting matters and shareholder proposals

• Proposals include electing eight directors for one-year terms, ratifying KPMG LLP as auditor for 2026, and an advisory say-on-pay vote.

• The board recommends voting “FOR” all nominees and proposals.

• Shareholder proposals and nominations for the 2027 meeting must comply with advance notice bylaws.

Board of directors and corporate governance

• The board consists of eight nominees, seven of whom are independent under NYSE rules.

• Board committees include Audit and Risk, Compensation, and Nominating and Corporate Governance, all composed solely of independent directors.

• The board maintains a Lead Director role for independent oversight and annual self-assessment.

• Board refreshment is ongoing, with most non-management directors having less than seven years’ tenure.

• Director qualifications emphasize integrity, sound judgment, diversity of experience, and independence.