Not independent
Tenure on this board
17.8 yrs
7 nominees · 3 ballot items.
Election of seven directors; approval of an amendment to the Restated Certificate of Incorporation to add officer exculpation under Delaware law; ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm.
Elect seven director nominees to hold office until the 2027 annual meeting or until their successors are elected and qualified.
Approve an amendment to the Restated Certificate of Incorporation to add officer exculpation for covered officers, limiting personal monetary liability for breach of duty of care as permitted by amended Delaware law, with specified exclusions.
The board is asking stockholders to approve an amendment to the Restated Certificate of Incorporation to add officer exculpation consistent with Delaware's 2022 amendment to Section 102(b)(7) of the DGCL. The amendment would permit exculpation for covered officers—those holding certain titles, named executive officers disclosed in SEC filings, or individuals who consent in writing to be identified as officers for service of process—against monetary liability for claims of breach of the duty of care brought by stockholders, including class actions, subject to enumerated exceptions (breach of duty of loyalty, acts not in good faith or involving intentional misconduct or knowing violation of law, transactions where the officer derived an improper personal benefit, and claims brought by the Company itself or derivative suits). Management frames the change as necessary to attract and retain qualified officers, to reduce the distraction and cost of litigation grounded in hindsight, and to align EverQuote with peer companies that have adopted similar provisions. The board recommends approval, arguing the amendment balances accountability and hiring competitiveness, and will become effective upon filing a Certificate of Amendment with the Delaware Secretary of State if adopted by stockholders.
Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ACADIAN ASSET MANAGEMENT LLC | 3.8% | 1,344,838 | $21M |
| 2 | BlackRock, Inc. | 3.6% | 1,259,189 | $19M |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.5% | 1,244,807 | $19M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.4% | 1,218,683 | $19M |
| 5 | BlackRock, Inc. | 3.1% | 1,113,800 | $17M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 2.7% | 941,467 | $15M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.6% | 912,964 | $14M |
| 8 | Qube Research Technologies Ltd | 2.5% | 869,806 | $13M |
| 9 | Allspring Global Investments Holdings, LLC | 2.3% | 804,436 | $12M |
| 10 | MILLENNIUM MANAGEMENT LLC | 2.2% | 775,262 | $12M |
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