KinderCare Learning Companies (KLC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2025, will be held virtually, allowing online participation and voting with a control number provided to shareholders.

• Four key proposals will be voted on: election of directors, ratification of the external auditor, advisory approval of executive compensation, and frequency of future say-on-pay votes.

• Forward-looking statements address risks related to demand for childcare, workforce trends, public health crises, regulatory changes, and capital acquisition.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class I directors for three-year terms, ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation on an advisory basis, and determining the frequency of future say-on-pay votes.

• Board recommends voting for all proposals and a one-year frequency for say-on-pay votes.

• Shareholders can vote online, by phone, or by mail, and may change their vote up to the meeting date.

Board of directors and corporate governance

• Board consists of eight directors divided into three classes with staggered terms; majority are independent under NYSE rules.

• Partners Group Holding AG retains significant nomination rights and influence over board composition as long as it holds a major stake.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and annual performance reviews.

• Board leadership is separated between the chair and CEO roles, with a lead independent director presiding over executive sessions.