Mister Car Wash (MCW) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 22, 2025, with stockholders able to vote online, by phone, Alexa, or mail.

• Key proposals include electing three Class I directors, ratifying the auditor, and an advisory vote on executive compensation.

• The company added 40 new locations, achieved 3% comparable store sales growth, and grew adjusted EBITDA by 12% in 2024.

• Forward-looking statements caution about risks including competition, labor, economic conditions, and regulatory changes.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class I directors (Danhakl, Lai, Seiffer) for terms expiring in 2028.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025 is on the agenda.

• Advisory (non-binding) approval of named executive officer compensation is included.

• Shareholder proposals and director nominations for 2026 must comply with bylaw deadlines.

Board of directors and corporate governance

• The board consists of ten directors divided into three classes with staggered terms.

• Nine of ten directors are independent under NASDAQ rules; the company qualifies as a "controlled company" but currently complies with all governance standards.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with independent members and written charters.

• Annual board and committee self-evaluations, director orientation, and stock ownership guidelines are in place.