Phreesia (PHR) Proxy Filing summary

Voting matters and shareholder proposals

• Election of two Class III directors, Gillian Munson and Mark Smith, M.D., to serve until the 2028 Annual Meeting and until successors are elected and qualified.

• Ratification of KPMG LLP as independent registered public accounting firm for the fiscal year ending January 31, 2026.

• Advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.

• Proxy holders may vote at their discretion on any other matters that may arise during the meeting or its adjournments.

Board of directors and corporate governance

• Board recommends voting in favor of all proposals, including director elections and auditor ratification.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included, allowing shareholders to express approval or disapproval of named executive officer pay.