Q2 (QTWO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 3, 2025, will be held virtually, allowing shareholders to vote and ask questions online.

• Key proposals include electing seven directors, ratifying Ernst & Young LLP as auditor, and an advisory vote on executive compensation.

• Shareholders of record as of April 16, 2025, are eligible to vote; multiple voting methods are available, including online, phone, mail, or during the meeting.

• Proxy materials, including the annual report and proxy statement, are available online for review.

Voting matters and shareholder proposals

• Proposals: (1) Elect seven directors for one-year terms; (2) Ratify Ernst & Young LLP as independent auditor for 2025; (3) Advisory vote on executive compensation.

• Shareholders can submit proposals or director nominations for the 2026 meeting, following specific deadlines and procedures.

• Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• Seven director nominees, all with significant experience in technology, finance, and governance; one current director is not standing for re-election.

• Board committees: Audit, Compensation, Risk and Compliance, and Nominating and Corporate Governance, all with defined charters and independent members.

• Board leadership includes a combined CEO/Chair and a Lead Independent Director; annual evaluation of leadership structure.

• All non-employee directors are independent per NYSE standards.

• Board diversity considered in nominations, though no formal diversity policy.