Alarm.com (ALRM) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials are provided electronically to reduce costs and environmental impact, with options for paper copies upon request.

• Shareholders can vote by phone, internet, mail, or in person, with detailed instructions provided.

• Only shareholders of record as of April 7, 2026, are eligible to vote; 49,399,085 shares are outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, ratifying PricewaterhouseCoopers LLP as auditor for 2026, and an advisory say-on-pay vote for executive compensation.

• Shareholder proposals for the 2027 meeting must be submitted by December 24, 2026, for proxy inclusion, with additional advance notice requirements for other proposals or nominations.

• Proxy access allows groups holding at least 3% of shares for three years to nominate directors for inclusion in the proxy.

Board of directors and corporate governance

• The board consists of eight members, with all but the CEO deemed independent under Nasdaq rules.

• The board is led by an independent chair, with separate CEO and chair roles to reinforce oversight.

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

• Directors bring expertise in finance, global business, leadership, M&A, sales, marketing, and technology.

• Board diversity includes two female directors and three racially/ethnically diverse members.

• Directors are expected to attend meetings, with all attending at least 75% of meetings in 2025.