PROG (PRG) Proxy Filing summary

Executive summary

• Achieved $2.5B in consolidated revenues for 2024, up 2.3% from 2023, with $2.37B in GMV, a 16% increase, and significant growth in direct-to-consumer and BNPL platforms.

• Returned $159M to shareholders via share repurchases and dividends, representing 8% of outstanding stock.

• Added two new independent directors with expertise in e-commerce and digital payments; one director retired.

• Maintained a high-performance culture, low turnover, and received a Best Place to Work award.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors, approve executive compensation (advisory), and ratify Ernst & Young LLP as the independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 25, 2025.

Board of directors and corporate governance

• Board consists of ten directors post-meeting, with a majority being independent.

• Board diversity: 36% female, 36% ethnically/racially diverse; age range 51-77.

• Three standing committees: Audit, Compensation & Human Capital, and Nominating, Governance & Corporate Responsibility.

• Annual board and committee evaluations conducted, with third-party facilitation in 2024.