Arko (ARKO) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 5, 2025, with voting available online, by phone, or mail.

• Six directors are up for election for one-year terms, completing the board's declassification process.

• Proposals include director elections, a non-binding say-on-pay vote, auditor ratification, and a shareholder proposal for majority voting in uncontested elections.

• The board recommends voting for all management proposals but makes no recommendation on the shareholder proposal.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, approving executive compensation, ratifying Grant Thornton LLP as auditor, and a shareholder proposal for majority voting in uncontested director elections.

• The board supports all management proposals but is neutral on the majority voting proposal.

• The majority voting proposal is advisory and would require bylaw or charter amendments to implement if approved.

Board of directors and corporate governance

• The board is now fully declassified, with all directors standing for annual election.

• Arie Kotler serves as Chairman, President, and CEO; Andrew Heyer is Lead Independent Director.

• The board has Audit, Compensation, and Nominating & Corporate Governance Committees, all composed of independent directors.

• Board diversity includes one female and one racially diverse member; no formal diversity policy is in place.

• Directors attended at least 75% of meetings in 2024, and all attended the 2024 annual meeting.