EquipmentShare.com (EQPT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2026, to increase accessibility and reduce environmental impact.

• Stockholders will vote on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• The company is classified as a "controlled company" under Nasdaq rules, with founders holding approximately 87.8% of voting power.

• Proxy materials are primarily distributed electronically, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying KPMG as auditor, approving executive compensation, and setting the frequency of future say-on-pay votes.

• The board recommends voting FOR all proposals and for annual say-on-pay votes.

• Stockholders may submit proposals for the 2027 meeting by December 22, 2026, and director nominations between January 5 and February 4, 2027.

Board of directors and corporate governance

• The board consists of seven directors, including four independent members.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities.

• Special committee formed in 2024 to investigate allegations against a former director.

• Board leadership is shared between the CEO and President; independent directors meet in executive session.

• Family relationships exist among some directors, including the founders and a cousin.