Circle Internet Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of three Class I directors (Jeremy Allaire, Craig Broderick, and P. Sean Neville) to hold office until 2029.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding, advisory (say-on-pay) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks stockholders to cast a non-binding advisory vote to approve the overall compensation of Circle’s named executive officers (NEOs) as described in the Compensation Discussion and Analysis and related tables. Management seeks shareholder approval to validate its pay-for-performance philosophy, which emphasizes at-risk, performance-based pay with long-term equity awards and ambitious performance targets tied to Adjusted EBITDA and non-financial goals. The board and Compensation Committee recommend a vote FOR to demonstrate stockholder support for executive pay practices that align management incentives with long-term growth, retention, and stockholder value, citing peer benchmarking, an independent compensation consultant, and governance safeguards such as clawback policies and stock ownership guidelines. The proposal is advisory and non-binding, but management will consider the outcome in future compensation decisions. The context includes Circle’s 2025 IPO, significant equity grants tied to the IPO and performance, and robust disclosure; potential controversies relate to high levels of equity compensation, founder-controlled voting structure, and generous one-time promotional grants and IPO-related awards that may concern some investors.

3. 3

   Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to select how often to hold say-on-pay votes (one, two, or three years); board recommends annual votes.

   More detail

   This management proposal asks stockholders, in a non-binding advisory capacity, to indicate whether advisory votes on executive compensation should be held every year, every two years, or every three years. The Board recommends an annual frequency, arguing that annual say-on-pay votes provide more frequent and timely feedback from stockholders on executive compensation policies, allowing the board and Compensation Committee to respond quickly to stockholder concerns and maintain alignment with governance best practices. The recommendation reflects Circle’s status as a newly public company following its 2025 IPO and the desire for frequent engagement during early public-company life. The advisory vote is non-binding, but the Board will consider the results; the proposal’s governance context includes the company’s significant equity-based compensation programs, founder-influenced voting structure, and rapid organizational changes that may motivate stockholders to prefer more regular oversight. Potential investor concerns include advisory nature of the vote and whether annual votes materially change compensation outcomes.

4. 4

   Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify appointment of Deloitte & Touche LLP as Circle’s independent registered public accounting firm for 2026.

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

When is the Circle Internet Group Inc 2026 annual meeting?

Circle Internet Group Inc (CRCL) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Circle Internet Group Inc 2026 meeting?

The record date for the Circle Internet Group Inc 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Circle Internet Group Inc's 2026 meeting?

The board is presenting 3 director nominees at the Circle Internet Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Circle Internet Group Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Circle Internet Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.