Nelnet (NNI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 15, 2025, with hybrid in-person and virtual participation options.

• Shareholders will vote on director elections, auditor ratification, and executive compensation approval.

• Proxy materials, including the annual report and voting instructions, are available online and by request.

Voting matters and shareholder proposals

• Three Class II directors are nominated for election to serve until 2028.

• Shareholders will ratify KPMG LLP as the independent auditor for 2025.

• Advisory vote on executive compensation is included.

• Shareholder proposals for the 2026 meeting must be submitted by December 4, 2025.

Board of directors and corporate governance

• Board consists of nine directors divided into three staggered classes.

• Majority of directors are independent per NYSE rules; Michael and Matthew Dunlap are not independent.

• Michael S. Dunlap holds 80.6% of combined voting power, effectively controlling board elections.

• Board committees include Audit, Compensation, Compliance, Nominating and Governance, Risk and Finance, and Executive.

• Board leadership is separated between Executive Chairman and CEO, with an independent Lead Director.