XBP Global (XBP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 29, 2026, to be held virtually, with record date set as April 21, 2026.

• Key proposals include election of seven directors, ratification of UHY LLP as auditor, advisory say-on-pay vote, and advisory vote on frequency of say-on-pay.

• Company underwent significant restructuring in July 2025, including recapitalization and changes in board composition.

• Transitioned from controlled company status under Nasdaq rules following the restructuring.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of seven directors, (2) ratification of UHY LLP as auditor for 2026, (3) advisory approval of executive compensation, (4) advisory vote on frequency of future say-on-pay votes (Board recommends annual vote).

• No appraisal or dissenters' rights for any proposals.

• Shareholder proposals for the 2027 meeting must be submitted 120 days prior to the proxy statement date.

Board of directors and corporate governance

• Seven nominees for board election, including experienced executives and independent directors.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board met eight times in 2025; all directors attended at least 75% of meetings.

• Lead Independent Director role established; board structure allows flexibility in combining or separating CEO and Chairman roles.

• Code of Ethics, Corporate Governance Guidelines, and Insider Trading Policy in place.