Burford Capital (BUR) Proxy filing summary

Executive summary

• The annual general meeting (AGM) is scheduled for May 13, 2026, with shareholders voting on 16 resolutions, including director elections, dividend declaration, auditor appointments, executive compensation, and capital structure matters.

• The board recommends voting in favor of all resolutions, emphasizing alignment with both US and UK governance standards due to the company's dual listing and Guernsey incorporation.

• Notice and access procedures are used to reduce environmental impact and costs, with proxy materials available online and by request.

Voting matters and shareholder proposals

• Shareholders will vote on the re-election of six incumbent directors and the election of one new director, all for one-year terms.

• Resolutions include approval of a final dividend, reappointment and compensation of KPMG as external auditor, receipt of annual accounts, say-on-pay advisory vote, authority to issue shares, authority to repurchase shares, and disapplication of pre-emption rights.

• Special resolutions require a 75% majority and pertain to issuing equity securities for cash without pre-emptive offers.

• Shareholder proposals and director nominations for the 2027 AGM must comply with advance notice requirements.

Board of directors and corporate governance

• The board consists of seven directors, with a majority being independent and a mix of tenures and backgrounds.

• Key governance practices include annual board and committee evaluations, director independence, anti-overboarding policies, and meaningful share ownership guidelines.

• The board separates the roles of Chair and CEO, with succession planning in place for future leadership transitions.

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

• The board actively oversees strategy, risk, and ESG matters, and maintains regular engagement with shareholders.