Ally Financial Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 12 director nominees to the Board to serve until the next annual meeting.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This proposal requests an annual, non-binding advisory approval of the company’s executive compensation as disclosed in the proxy (the Say-on-Pay vote). Management seeks shareholder approval to endorse the compensation framework used by the Compensation, Nominating, and Governance Committee (CNGC), which relies on a Performance Scorecard and a mix of annual cash and long-term equity (PSUs and RSUs) tied to Core ROTCE, relative TSR, and other financial and non-financial metrics. The CNGC emphasizes that the program balances risk and reward with clawback provisions, stock ownership guidelines, and a significant weighting toward long-term incentive awards. The company notes changes made after shareholder feedback, including simplification of the 2026 Performance Scorecard and enhanced disclosure, and recommends FOR to validate these improvements and management’s implementation of a pay-for-performance philosophy.

3. 3

   Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the company’s independent auditor for fiscal year 2026.

4. 4

   Approval of the Ally Financial Inc. Incentive Compensation Omnibus Plan

   ManagementBoard: FOR

   Approve an amended and restated equity incentive plan combining prior plans and adding 11,300,000 new shares (total reserve 27,480,936) to support equity awards for employees and directors.

   More detail

   The company seeks shareholder approval to amend and restate its equity compensation plan to add 11.3 million shares to the existing reserve (total 27,480,936), combine the prior employee and non-employee director plans, and modernize terms to align with market practice and governance best practices. Management argues the increase supports multi-year equity grants for employees (including broad-based #OwnIt awards) and non-employee directors, while maintaining governance controls: no evergreen, no repricing without shareholder approval, double-trigger CIC vesting, dividend equivalents only on vested awards, individual limits (2,000,000 for options/SARs, 1,000,000 for other awards), and director annual award value cap of $750,000. The Board and CNGC considered historical burn rates (three-year average 1.27%) and projected overhang (10.47%) and concluded the request is prudent for recruiting and retention while limiting dilution. The recommendation is FOR with rationale focused on competitiveness, retention, and governance protections.

5. 5

   Approval of the Ally Financial Inc. Employee Stock Purchase Plan

   ManagementBoard: FOR

   Approve an amended and restated ESPP to add 10,000,000 new shares (total reserve 12,333,889) so employees can continue to purchase company shares at a discount.

   More detail

   Management requests shareholder approval to increase the ESPP share reserve by 10 million shares to support employee participation (total pool 12,333,889 shares), arguing ongoing strong employee participation depleted the prior reserve and that the plan promotes employee ownership and alignment. The ESPP offers consecutive six-month Offering Periods typically with a purchase price equal to 85% of the lesser of the offering or purchase date fair market value. Management considered participation rates and expects the new reserve to last 10–11 years. The plan is intended to qualify under Section 423 and includes standard provisions (withdrawal, tax withholding, change-in-control provisions to shorten offering period). The Board recommends FOR, citing retention, alignment, and the broad-based nature of the benefit.

6. 6

   Shareholder Proposal to Reduce Threshold for Shareholders to Call Special Meetings

   Shareholder — John CheveddenBoard: AGAINST

   A shareholder proposes lowering the ownership threshold to call a special shareholder meeting from 25% to 10% (or the minimum under state law) and removing any ownership-duration requirements.

   More detail

   Shareholder John Chevedden proposes lowering the shareholder-initiated special meeting threshold from 25% to 10% (or the lowest under state law) and removing any ownership-duration requirement; the proposal urges amendment of governing documents to allow online special meetings and to prevent “poison-pill” style ownership-duration bars. The proponent argues 10% is common, rarely used, and provides effective shareholder recourse; cites prior cases where similar proposals received majority support at other companies. Management strongly opposes, arguing Ally’s current 25% threshold—set after shareholder feedback—appropriately balances shareholder rights and governance stability, aligns with S&P 500 practice, and reduces the risk of frequent or opportunistic special meetings that impose costs and distract management; the Board recommends AGAINST. The contest raises governance trade-offs between shareholder activism tools and operational stability; investors should weigh the proponent’s case about accountability mechanisms against management’s argument about the burdens and potential for abuse of lower thresholds.

Upcoming shareholder meetings at Ally Financial Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Ally Financial Inc 2026 annual meeting?

Ally Financial Inc (ALLY) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Ally Financial Inc 2026 meeting?

The record date for the Ally Financial Inc 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ally Financial Inc's 2026 meeting?

The board is presenting 12 director nominees at the Ally Financial Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ally Financial Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Ally Financial Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.