Oppenheimer (OPY) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 4, 2026, to be held virtually, with Class B voting stockholders eligible to vote on key corporate matters.

• Matters include election of nine directors, ratification of auditors, advisory votes on executive compensation and its frequency, and approval of an amended Certificate of Incorporation.

• Mr. A.G. Lowenthal controls 97.5% of Class B Stock and intends to vote in favor of all proposals, making approval of all matters highly likely.

Voting matters and shareholder proposals

• Proposals: elect nine directors, ratify Deloitte & Touche LLP as auditors for 2026, approve executive compensation (say-on-pay), set frequency of say-on-pay vote (recommended every 3 years), and approve amended Certificate of Incorporation.

• Board recommends voting FOR all directors, FOR auditor ratification, FOR executive compensation, FOR 3-year frequency, and FOR the amended charter.

• Only Class B voting stockholders may vote; Class A non-voting stockholders may attend and submit questions but not vote.

Board of directors and corporate governance

• Board consists of nine directors, seven of whom are independent; all directors attended 100% of meetings in 2025.

• Committees: Audit, Compensation, Compliance, and Nominating and Corporate Governance, all composed of independent directors.

• Board leadership includes an independent Lead Director and regular executive sessions without management.

• Succession planning is a key focus; CEO transition occurred in May 2025.

• Annual board and committee self-evaluations and director education are conducted.