Encore Capital Group (ECPG) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 12, 2026, with voting on key proposals including director elections, executive compensation, auditor ratification, incentive plan amendment, officer exculpation, and say-on-pay frequency.

• Virtual-only meeting format to enhance accessibility and participation; all stockholders of record as of April 14, 2026, are eligible to vote.

• Board recommends voting FOR all proposals and ONE YEAR for the frequency of say-on-pay votes.

Voting matters and shareholder proposals

• Election of eight directors for one-year terms, with board size reduced from nine to eight due to a director not standing for re-election.

• Advisory vote to approve executive compensation (say-on-pay) and to determine the frequency of future say-on-pay votes, with board recommending annual votes.

• Ratification of BDO USA, P.C. as independent auditor for 2026.

• Approval of Amended and Restated 2017 Incentive Award Plan, increasing share reserve and updating plan terms.

• Amendment to Certificate of Incorporation to provide for officer exculpation from certain monetary liabilities.

• Procedures for shareholder proposals and nominations for the 2027 annual meeting outlined.

Board of directors and corporate governance

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

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance (NCG), and Risk.

• Majority Voting Policy in place for director elections; annual board and committee self-evaluations conducted.

• Board leadership structure separates non-executive Chairman and CEO roles.

• Code of ethics and standards of business conduct adopted for directors and employees.