Thryv (THRY) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 11, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on electing two Class III directors, ratifying the independent auditor, and approving executive compensation on an advisory basis.

• The record date for voting is April 13, 2026, with 44,349,786 shares outstanding.

• The company emphasizes digital access to proxy materials and encourages electronic delivery to reduce environmental impact.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors for three-year terms, ratifying Grant Thornton LLP as auditor for 2026, and a non-binding advisory vote on executive compensation.

• The Board recommends voting for all nominees and proposals.

• Shareholder proposals for the 2027 meeting must be submitted between February 11 and March 13, 2027.

Board of directors and corporate governance

• The Board consists of seven directors divided into three classes, with a majority deemed independent under Nasdaq rules.

• Joseph A. Walsh serves as Chairman and CEO; John Slater is Lead Independent Director.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent members and written charters.

• Directors are evaluated on skills, experience, and diversity; attendance at meetings is high.