Tyler Technologies (TYL) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 5, 2026, in a virtual-only format, with voting instructions provided for internet, phone, and mail.

• Shareholders will vote on the election of eight directors, advisory approval of executive compensation, ratification of independent auditors, and a shareholder proposal on political spending.

• Board recommends voting FOR all directors, executive compensation, and auditors, and AGAINST the political spending proposal.

• Shareholder engagement reached 57% of outstanding shares, with feedback mechanisms and regular Board-level discussions.

Voting matters and shareholder proposals

• Election of eight directors, all with significant public sector, financial, or technology experience; majority voting standard applies.

• Advisory say-on-pay vote for executive compensation, with Board recommending approval.

• Ratification of Ernst & Young LLP as independent auditors for 2026, with Board recommending approval.

• Shareholder proposal requests annual disclosure of political spending; Board opposes, citing existing policies and potential burdens.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; all committees are composed entirely of independent directors.

• Annual self-evaluations, majority voting, director resignation policy, and lead independent director structure in place.

• Board diversity includes gender, racial, age, and tenure variety; average tenure is 7.09 years.

• Updated committee charters to include oversight of AI risks and human capital management.