I3 Verticals Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the eight nominees named in the proxy statement, each to serve for a one-year term until their successor is elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   A 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 stockholders to cast a non-binding advisory vote to approve the Company’s executive compensation disclosures — commonly known as a "Say-on-Pay" vote — as described in the Compensation Discussion and Analysis and related tables. Management is seeking an affirmative advisory vote to signal stockholder support for the Compensation Committee’s design and implementation of pay programs for named executive officers, which emphasize long-term equity incentives (recently time-based RSUs and PSUs) and discretionary annual bonuses tied to a set of financial and strategic objectives. The vote is non-binding by statute, but the Board and Compensation Committee will consider the results in future compensation decisions; the proxy notes that the Committee highly values stockholder input and will review voting outcomes. Contextual factors include the Company’s recent shift from stock options to RSUs for long-term awards, the use of PSUs tied to adjusted diluted earnings per share, and the Company’s divestitures (Merchant Services Business and Healthcare RCM Business) that affected performance metrics and required target adjustments. The proxy discloses that the Company did not pay cash bonuses to its named executive officers for fiscal 2025 (other than discretionary decisions) and that the Compensation Committee retained discretion in bonus determinations, which it argues mitigates short-term risk-taking. The Board recommends FOR the proposal, citing alignment of pay with long-term stockholder interests and the Committee’s processes (use of an independent compensation consultant, consideration of pay-for-performance metrics and an annual review of practices). The filing also notes strong prior stockholder support (approximately 97% in favor at the 2025 Annual Meeting), which management would view as reinforcing its approach but will still monitor future advisory votes. For an analyst evaluating governance and pay-for-performance, salient points include the transition to RSUs to enhance retention and reduce downside risk, discretionary bonus practices that trade formulaic rigor for flexibility, the linkages to non-GAAP measures (Adjusted EBITDA, adjusted diluted EPS), and the potential reputational and operational effects of divestitures and the Tax Receivable Agreement on long-term shareholder value. Overall, an affirmative advisory vote would signal continued stockholder comfort with the current compensation framework, while a negative vote could prompt the Compensation Committee to re-evaluate compensation structure, metrics, and disclosure.

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When is the I3 Verticals Inc 2026 annual meeting?

I3 Verticals Inc (IIIV) holds its 2026 annual shareholder meeting on Tuesday, March 3, 2026.

What is the record date for the I3 Verticals Inc 2026 meeting?

The record date for the I3 Verticals Inc 2026 meeting is Friday, January 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for I3 Verticals Inc's 2026 meeting?

The board is presenting 8 director nominees at the I3 Verticals Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the I3 Verticals Inc 2026 meeting?

Shareholders will vote on 3 proposals at the I3 Verticals Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.