Fathom (FTHM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 20, 2025, to elect six directors, approve an amendment to the 2019 Omnibus Stock Incentive Plan, and ratify Deloitte & Touche LLP as auditor for 2025.

• Shareholders of record as of July 1, 2025, are entitled to vote; 28,149,753 shares outstanding.

• Proxy materials and annual report are available online, with voting accessible via Internet, mail, or in person.

Voting matters and shareholder proposals

• Proposals include: election of six directors, amendment to increase share reserve by 1,300,000 shares under the 2019 Plan, and ratification of Deloitte as auditor.

• Plurality voting for directors; majority of votes cast required for other proposals.

• No shareholder proposals were received for this meeting; procedures for future proposals and nominations are outlined.

Board of directors and corporate governance

• Board will reduce to six members after Ravila Gupta steps down; all nominees are current directors.

• Board committees: audit, compensation, and nominating/governance, all with independent directors.

• Regular executive sessions for non-employee directors; committee charters and governance guidelines are in place.

• Shareholders can communicate directly with the Board via the Corporate Secretary.