Maximus Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors nominated by the Board of Directors to serve until the 2027 Annual Meeting of Shareholders.

2. 2

   Ratification of the Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as Maximus’s independent registered public accounting firm for the fiscal year ending September 30, 2026.

3. 3

   Advisory Vote to Approve the Compensation of the Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory (Say-on-Pay) vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and related materials.

   More detail

   This is a non‑binding advisory (Say-on-Pay) proposal asking shareholders to approve, on an advisory basis, the Company’s executive compensation program as described in the CD&A and related disclosure. Management is seeking shareholder endorsement to validate its compensation design, which emphasizes pay-for-performance through a mix of short-term cash incentives and long-term performance stock units tied to adjusted EPS and relative TSR, alongside time‑based RSUs for retention. The proposal comes after fiscal year 2025 strong financial results (including $5.43B in revenue and material adjusted EPS growth) and high prior shareholder support (~98.4% in 2025), which management cites as evidence the program is effective. The Board and the C&HR Committee emphasize governance features that they believe align pay with shareholder interests: substantial variable at‑risk compensation (e.g., ~88% of CEO target comp at risk), clawback provisions, executive stock ownership requirements, no hedging/pledging, double-trigger change-in-control protections, and independent committee oversight with an independent compensation consultant. Management argues these features and the specific performance metrics (Adjusted Net Operating Income, margin, revenue, employee engagement for short-term; adjusted EPS and relative TSR for long-term) appropriately balance financial targets, strategic priorities and retention needs. Opponents of pay packages typically focus on absolute quantum, potential for windfalls from accounting adjustments, or the design of performance metrics; management addresses those concerns by describing metric adjustments, caps on payouts, and a history of strong shareholder engagement. The Board recommends a FOR vote to provide continued support and predictability for the Company’s pay framework while noting the advisory nature of the vote and its intention to consider shareholder feedback when making future compensation decisions. Given the program’s linkage to multi-year measurable financial outcomes and disclosure of plan limits and safeguards, a FOR vote signals investor support for management’s compensation approach and its alignment with long-term shareholder value creation.

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When is the Maximus Inc 2026 annual meeting?

Maximus Inc (MMS) holds its 2026 annual shareholder meeting on Tuesday, March 10, 2026.

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

The record date for the Maximus Inc 2026 meeting is Monday, January 12, 2026. Shareholders of record on or before that date are eligible to vote.

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

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

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

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