Priority Technology (PRTH) Proxy Filing summary

Voting matters and shareholder proposals

• Proposal to amend the 2021 Employee Stock Purchase Plan to increase authorized shares by 200,000 is up for vote, requiring a majority of votes cast for approval; abstentions and broker non-votes will not affect the outcome.

• Advisory vote on named executive officer compensation (say-on-pay) is also on the agenda, requiring a majority of votes cast; abstentions and broker non-votes will not affect the outcome.

• Both proposals are considered routine matters, so brokers generally have discretionary authority to vote, and broker non-votes are not expected.

Executive compensation and say-on-pay

• Shareholders will vote on the compensation of named executive officers, with the outcome determined by a majority of votes cast.

• The say-on-pay vote is advisory and follows standard voting procedures, with abstentions and broker non-votes not impacting results.

Shareholder rights and capital structure

• Amendment to the Employee Stock Purchase Plan would increase the number of shares available for issuance, impacting the company's capital structure.