Par Technology Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of seven director nominees named in the proxy statement to serve until the 2027 annual meeting.

2. 2

   Approval of the Amended 2015 Equity Incentive Plan

   ManagementBoard: FOR

   Approve the Second Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to increase authorized shares by 2,000,000, extend the plan term, prohibit liberal share recycling, and make other updates.

   More detail

   This management proposal asks shareholders to approve a Second Amended and Restated 2015 Equity Incentive Plan that principally increases the share reserve by 2,000,000 shares, extends the plan term to May 29, 2036, prohibits liberal share recycling, and imposes updated limits and clarifications (including non-employee director compensation limits and anti-repricing protections). Management seeks approval so the Compensation Committee retains capacity to grant equity awards necessary for attraction, retention, and long-term alignment of employees and directors with shareholder interests; the company projects current available shares could be depleted as early as the end of 2026. The proposal includes standard governance protections—clawback/recoupment provisions, anti-repricing without shareholder approval, change-in-control adjustment mechanics, and a prohibition on liberal share recycling—that the Board highlights to mitigate shareholder dilution and abuse. If approved, fully diluted overhang would increase from about 8.4% to approximately 12.3% based on April 8, 2026 figures; the company discloses a three-year average burn rate of 2.2%, which management uses to justify that the requested increase supports roughly one year of awards under expected grant practices. Key plan mechanics retain Board (and Compensation Committee) discretion over award terms, while adding registration and administrative updates; awards remain subject to tax withholding, transfer restrictions, and limits on incentive stock option treatment. The Board frames the amendment as necessary to sustain equity-based compensation programs that support execution of PAR’s SaaS-focused strategy and post-transaction integration activities, noting potential dilution but emphasizing disciplined use of the reserve. From a governance perspective, shareholders should weigh the dilution impact and the plan’s anti-recycling and anti-repricing commitments, along with the Board’s compensation governance (e.g., clawbacks and director limits) and the company’s historical burn and grant practices. The vote is a simple majority of votes cast and, while management recommends FOR, investors may compare the incremental overhang and historical grant cadence against peer practices when assessing the proposal.

3. 3

   Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (Say-on-Pay Vote

   ManagementBoard: FOR

   Non-binding, advisory vote asking shareholders to approve, on an advisory basis, the compensation of the company's named executive officers as disclosed in the proxy statement.

   More detail

   This non-binding advisory management proposal asks shareholders to approve the compensation paid to PAR’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management seeks this advisory approval to validate its pay-for-performance design, which emphasizes formulaic STI metrics (ARR and Adjusted EBITDA) and long-term equity largely tied to relative TSR (with PRSUs for the CEO and increasing PRSU usage for other NEOs beginning 2026). The company describes significant shareholder engagement after last year’s say-on-pay (which received ~79% support) and outlines changes made in response—such as rebalancing CEO equity to 50% PRSUs/50% time-vesting RSUs, limiting off-cycle grants, and adopting a larger PRSU component for non-CEO NEOs beginning in 2026—to strengthen alignment and retention. The vote is advisory and non-binding, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions. Management recommends a FOR vote on the grounds that the program aligns incentives with long-term shareholder value, includes clawback and ownership guidelines, and reflects investor feedback. Investors evaluating the proposal should consider the mix of pay elements, the use of relative TSR for PRSUs (including its peer-group selection), disclosure quality around target setting and outcomes, and recent actions taken by the Compensation Committee in response to investor outreach. Approval requires a majority of votes cast; a failure to receive support would likely prompt additional shareholder engagement and potential further changes to program design.

4. 4

   Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2026.

Upcoming shareholder meetings at Par Technology Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Par Technology Corp 2026 annual meeting?

Par Technology Corp (PAR) holds its 2026 annual shareholder meeting on Friday, May 29, 2026.

What is the record date for the Par Technology Corp 2026 meeting?

The record date for the Par Technology Corp 2026 meeting is Wednesday, April 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Par Technology Corp's 2026 meeting?

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

What proposals will shareholders vote on at the Par Technology Corp 2026 meeting?

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