PAR (PAR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 29, 2026, with shareholders voting on four key proposals, including director elections, an amended equity incentive plan, executive compensation, and auditor ratification.

• Shareholders of record as of April 8, 2026, are eligible to vote, with multiple voting methods available before and during the meeting.

• The proxy statement includes forward-looking statements regarding growth, governance, compensation, and sustainability, subject to risks and uncertainties.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors, approve the amended 2015 Equity Incentive Plan, approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as auditor for 2026.

• The amended equity plan increases available shares by 2,000,000, extends the plan term, and updates director compensation limits.

• Shareholder proposals and director nominations for the 2027 meeting must comply with SEC rules and company bylaws.

Board of directors and corporate governance

• The board consists of seven directors with diverse backgrounds in technology, finance, operations, and governance.

• All directors except the CEO are independent per NYSE standards; the board is led by an independent chairperson.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• Annual board and committee assessments are conducted to ensure effectiveness.