Firstcash Holdings Inc

This non-binding "say-on-pay" proposal asks shareholders to approve the overall 2025 compensation of the Company’s named executive officers as disclosed in the Proxy Statement. Management is seeking this advisory approval to validate and reinforce its pay-for-performance framework, which combines base salary, annual cash incentives tied to adjusted diluted EPS, adjusted EBITDA and net revenue, and a long-term incentive program (50% performance-based and 50% time-based restricted stock awards) tied to adjusted net income and relative TSR. The Compensation Discussion and Analysis highlights strong 2025 financial results and corresponding payouts that in many cases reached maximums, and the Board notes prior strong stockholder support (95% in favor in 2025). The vote is advisory and not binding, but the Board commits to consider significant negative votes in reviewing future compensation practices. From a governance perspective, a large affirmative vote would reinforce the Committee’s current metrics and pay mix; a weak vote would likely trigger outreach, reconsideration of metrics, target levels, or disclosure enhancements. The Board recommends an annual say-on-pay frequency and will continue to use shareholder feedback to guide compensation design. Institutional investors and proxy advisory services will interpret the vote as a signal of alignment (or misalignment) between pay and performance; given the company’s recent strong results and prior high support, management expects favorable voting but notes the non-binding nature and the potential reputational signal of any dissent. The proposal therefore functions both as shareholder input on compensation philosophy and as a governance touchpoint for the Compensation Committee to calibrate incentive design and disclosure.

This management proposal requests shareholder approval to convert FirstCash Holdings, Inc. from a Delaware corporation to a Texas corporation through a Plan of Conversion, adopting a Texas Certificate of Formation and Texas Bylaws and making Texas law (the TBOC) the governing law for internal affairs. Management and the Board argue the reincorporation aligns the Company’s legal domicile with its operational headquarters and largest nexus (Texas), may lower annual franchise tax costs (the Company cites at least ~$200,000 in annual Delaware franchise tax savings), and benefits from recent Texas statutory reforms—most notably codification of a business judgment rule, specialized business courts, and procedural changes that the Board believes can provide greater predictability and reduce opportunistic litigation and related costs. The proposal also preserves most existing shareholder rights and, where appropriate under Texas law, adopts governance provisions intended to mirror Delaware practice (for example, setting majority voting thresholds in the Texas Charter to mirror current Delaware thresholds), while adding some shareholder-friendly features such as the ability for 50% holders to call special meetings. Material risks include loss of the long-standing Delaware body of case law and potential perception or critique from proxy advisors and some institutional investors preferring Delaware; Texas courts and statutes are newer and may evolve unpredictably. The Board notes the company will continue to list on Nasdaq and maintain SEC reporting obligations; brokers will not be able to vote on the reincorporation (broker non-votes count as votes against); and the vote requires a majority of outstanding shares. From an M&A and governance perspective, changes to fiduciary standards, exclusive forum and indemnification provisions, and derivative suit procedures under Texas law may alter litigation dynamics and director/officer risk profiles; these trade-offs should be weighed by shareholders against the stated cost and predictability benefits. The Board unanimously recommends approval but acknowledges the reincorporation carries legal and perception risks and that anticipated benefits may not be fully realized.