Waystar (WAY) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 1, 2026, at 10:00 a.m. Mountain Time, to be held virtually.

• Shareholders are invited to vote on key proposals, including director elections, auditor ratification, and executive compensation advisory frequency.

• Proxy materials and annual report are available online, with options for electronic or paper delivery upon request.

Voting matters and shareholder proposals

• Election of four Class II directors to serve until the 2029 annual meeting and until successors are elected and qualified.

• Ratification of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

• Advisory vote on the frequency of future say-on-pay votes for executive compensation, with the board recommending an annual (one year) frequency.

• Provision for other business to be transacted as may properly come before the meeting or any adjournment.

Board of directors and corporate governance

• Board recommends voting for all four nominated Class II directors: Robert A. DeMichiei, John Driscoll, Paul G. Moskowitz, and Lauren Young.

• Proxy solicitation is conducted on behalf of the board, with designated proxies authorized to vote shares as directed by shareholders.