Equipmentsharecom Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven director nominees to the Board to serve one-year terms until the 2027 annual meeting.

2. 2

   Ratification of the Appointment of the Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on the Compensation of the Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation of the Company’s named executive officers, as detailed in the Compensation Discussion and Analysis and Summary Compensation Table. Management seeks this vote to satisfy Section 14A (‘Say-on-Pay’) and to obtain stockholder feedback on executive pay practices; the outcome is advisory but will be considered by the Board and Compensation Committee when setting future compensation. The compensation program described emphasizes pay-for-performance, a significant portion of pay at risk, long-term equity incentives, and measures designed to align executive and stockholder interests, including IPO Founder Awards, time-vested RSUs and option programs, and discretionary bonuses tied to company and individual performance. The Board’s recommendation to vote FOR reflects its view that the current mix of base salary, annual bonuses, and long-term equity awards is necessary to attract and retain talent and to motivate executives to achieve sustained growth and financial performance. Relevant governance context includes the recent formation of the Compensation Committee following the IPO, the engagement of an independent compensation consultant (Compensia), and planned program refinements in 2026 (salary adjustments, RSU grants, and bonus opportunities) that management says better align pay with market practice. Potential concerns for sophisticated analysts include the Company’s status as a controlled company (Founders hold ~87.8% of voting power), which may reduce the practical influence of minority shareholders; the use of sizable performance-based Founder awards that could be dilutive if market hurdles are achieved; and the discretionary nature of some cash bonuses. The proposal’s nonbinding status means implementation risk is low even if approved, but a negative vote could prompt more substantive changes because management stated it will consider shareholder feedback. Analysts should weigh the Board’s rationale against stockholder alignment metrics, dilution potential from equity plans, and the Company’s recent IPO-related compensation actions when evaluating the governance implications of supporting or opposing the proposal.

4. 4

   Advisory Vote on Frequency of Future Votes on Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to select whether future advisory votes on named executive officer compensation should occur every 1, 2, or 3 years (Board recommends every 1 year).

   More detail

   This advisory frequency proposal asks shareholders to indicate whether Say-on-Pay votes should be held every one, two, or three years; the Board recommends an annual (1-year) frequency to provide the most frequent and direct opportunity for shareholder input. Management frames the recommendation on the basis that an annual vote allows shareholders to respond quickly to changes in executive compensation practices and enhance accountability, and it points to the nonbinding nature of the vote while committing to consider shareholder preferences. For governance analysts, the proposal’s key implications include the trade-off between responsiveness (annual votes allow more immediate feedback and potential course correction) and potential short-termism (annual votes may incent management to emphasize short-term metrics), and the Board’s stated discretion to deviate from the shareholder-selected frequency because the vote is nonbinding. Given the Company’s status as a controlled company with the Founders holding a majority of voting power, the practical impact of the frequency choice on Board behavior may be limited unless there is significant institutional shareholder pressure. The recommendation for annual voting aligns with many governance best practices that favor regular shareholder engagement on pay, but it also increases administrative and engagement costs. Analysts should consider whether the Company’s evolving compensation program, recent IPO-related awards, and planned 2026 compensation adjustments make more frequent feedback particularly valuable. Overall, while the Board’s preference for annual votes signals a willingness to seek regular shareholder input, the vote’s advisory nature and the Company’s ownership structure mean actual policy change depends on how the Board responds to the results and to persistent shareholder sentiment.

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When is the Equipmentsharecom Inc 2026 annual meeting?

Equipmentsharecom Inc (EQPT) holds its 2026 annual shareholder meeting on Thursday, June 4, 2026.

What is the record date for the Equipmentsharecom Inc 2026 meeting?

The record date for the Equipmentsharecom Inc 2026 meeting is Friday, April 10, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 7 director nominees at the Equipmentsharecom Inc 2026 meeting, listed with their independence status and background.

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

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