Toast (TOST) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Only shareholders of record as of April 14, 2026, may vote; Class A shares have one vote each, Class B shares have ten votes each.

• The board recommends voting in favor of all proposals, including director nominees, auditor ratification, and executive compensation.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors, ratifying Ernst & Young LLP as auditor for 2026, and approving executive compensation on an advisory basis.

• Shareholders can submit proposals for the 2027 meeting by December 24, 2026, and director nominations must follow specific bylaw procedures.

• The board recommends voting for all director nominees and proposals.

Board of directors and corporate governance

• The board consists of nine directors, with a majority qualifying as independent under NYSE standards.

• Board leadership is separated, with the CEO and Chairperson roles held by different individuals.

• Committees include audit, compensation, and nominating/governance, all composed of independent directors.

• The board values diversity, with five directors being gender or ethnically diverse.

• Corporate governance guidelines and a code of ethics are in place and available online.