Independent
Tenure on this board
24.0 yrs
3 nominees · 4 ballot items.
Election of three Class II directors (Dr. Andrzej Olechowski, Sara Baack, Ligia Torres Fentanes); approval of amendments to the Amended 2006 Stock Incentive Plan (increase shares available from 17,400,000 to 19,470,000); advisory (non-binding) vote to approve executive compensation (“say-on-pay”); and ratification of KPMG LLP as independent registered public accounting firm for 2026.
Elect three nominees as Class II directors to serve three-year terms expiring at the 2029 Annual Meeting.
Amend the Amended 2006 Stock Incentive Plan to increase the number of shares available for issuance under the Plan from 17,400,000 to 19,470,000 and approve the amended and restated Plan.
This management proposal asks shareholders to approve an amendment to the company’s Amended 2006 Stock Incentive Plan to increase the authorized share reserve by 2,070,000 shares (from 17.4 million to 19.47 million). Management seeks this approval to preserve the company’s ability to grant future equity awards used for retention, recruitment and long‑term alignment of employees and executives with shareholder value. The filing states only ~988,589 shares remain available for future grants as of December 31, 2025, while roughly 6.41 million shares are subject to outstanding awards, illustrating the company’s view that replenishment is needed to operate its equity programs. Conceptually, the amendment affects dilution and share‑utilization metrics that long‑term investors monitor; the company counters that equity grants are performance‑based and tied to rigorous vesting and performance conditions, designed to align pay with results. The board uniformly recommends FOR the amendment, citing the need for operational flexibility to grant performance‑based awards and the Plan’s existing anti‑repricing protections and limits on individual annual awards (500,000 shares). From a governance perspective, investors should weigh the incremental dilution against the structure of the awards (predominantly performance‑based, with double‑counting rules for full‑value awards) and the company’s historical use of equity (including multi-year cliffs and performance hurdles). If approved, the amended plan would be attached as Appendix B and becomes the governing document for future grants; absent approval, the company’s ability to grant equity awards could be constrained, potentially affecting retention and incentive programs. Overall, the proposal is routine for companies that periodically refresh share reserves, but its materiality depends on future grant pacing, the company’s share‑usage discipline, and continued alignment of award design with shareholder outcomes.
Non‑binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, compensation tables, and related narrative).
This management-sponsored advisory (non‑binding) 'say‑on‑pay' proposal asks shareholders to endorse the company’s named executive officer pay program as disclosed in the proxy materials, including the Compensation Discussion and Analysis and related tables. Management frames the program as market‑competitive and predominantly performance‑based—citing a large portion of pay tied to annual and long‑term incentive metrics (adjusted EPS, adjusted operating income and stock‑price/performance‑based restricted stock) and recent changes to increase the weight on TSR and operating income. The Board seeks shareholder approval both as a signal of support and as feedback to inform future compensation design; it references prior engagement (where ~88% supported the 2025 program) and recent revisions made following investor discussions. For governance reviewers, the vote is advisory but meaningful: a strong 'for' supports the Compensation Committee’s approach to target pay and metric selection, while weaker support would likely trigger additional investor outreach or design changes. Management’s counter‑argument to potential criticism emphasizes rigorous performance vesting, clawback policy, anti‑repricing protections, stock ownership guidelines, and the integration of peer benchmarking and consultant advice. Key contextual factors include recent increases in performance‑based equity featuring explicit operating income and stock price thresholds, the company’s pay‑for‑performance disclosures showing realizable value outcomes historically below grant date values, and robust CEO and NEO share ownership levels—facts that strengthen management’s case for alignment. The Board unanimously recommends a 'FOR' vote and commits to consider the stockholder vote outcome when setting future executive compensation. Investors evaluating this item should weigh the degree to which the disclosed metrics, vesting conditions, and ownership guidelines are likely to align pay with sustained value creation versus potential dilution and incentive design risks.
Ratify the Audit Committee’s appointment of KPMG LLP as Euronet’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Van Berkom Associates Inc. | 6.55% | 2,492,616 | $165M |
| 2 | BlackRock, Inc. | 5.32% | 2,025,576 | $134M |
| 3 | Turtle Creek Asset Management Inc. | 4.85% | 1,847,040 | $123M |
| 4 | BANK OF MONTREAL /CAN/ | 4.70% | 1,790,968 | $119M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.53% | 1,723,104 | $114M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.42% | 1,684,191 | $112M |
| 7 | AMERICAN CENTURY COMPANIES INC | 4.36% | 1,660,360 | $110M |
| 8 | Voss Capital, LP | 4.14% | 1,575,000 | $105M |
| 9 | REINHART PARTNERS, LLC. | 3.91% | 1,490,528 | $99M |
| 10 | STATE STREET CORP | 3.41% | 1,298,927 | $86M |
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