Prog Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten directors to serve until the 2027 Annual Meeting.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   The proposal asks shareholders to cast an advisory 'say-on-pay' vote approving the compensation disclosed for named executive officers. Management seeks this non-binding approval to obtain shareholder feedback; the Compensation & Human Capital Committee uses results to inform future compensation decisions. Key context includes the Company's emphasis on pay-for-performance with a substantial portion of executive compensation tied to performance shares, STIP metrics including Adjusted EBITDA and GMV targets, and strong governance features like independent committee oversight, clawback policy, and no liberal share recycling. The board recommends 'FOR' noting prior year strong shareholder support (94% in 2025) and that the committee will consider vote results and shareholder feedback in future determinations.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.

4. 4

   Amendment to the 2015 Equity and Incentive Plan

   ManagementBoard: FOR

   Amend the EIP to increase the share reserve to 13,298,000 shares and limit non-employee director annual grant-date fair value to $750,000.

   More detail

   This management proposal requests shareholder approval to amend the company's Amended and Restated 2015 Equity and Incentive Plan to increase the share reserve by 2,318,000 shares to 13,298,000 and to add a limit on the grant-date fair market value of awards to non-employee directors of $750,000 per calendar year. Management frames the amendment as necessary to ensure sufficient equity available for incentivizing employees and directors over the next several years, citing only 1,426,626 shares available as of March 10, 2026 and a closing stock price of $30.34. The Compensation Committee relied on an analysis by Exequity LLP showing the proposed reserve would be adequate for roughly three-to-four years under expected assumptions. The proposal maintains key governance protections (no evergreen, independent committee administration, one-year minimum vesting with limited exceptions, no discounted options, no liberal share recycling, dividend restrictions on unvested awards, clawback policy, and double-trigger change-in-control vesting). Management recommends a vote FOR, arguing dilution is mitigated by significant historical share repurchases and that the plan design aligns with market practice and protects shareholder interests.

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When is the Prog Holdings Inc 2026 annual meeting?

Prog Holdings Inc (PRG) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Prog Holdings Inc 2026 meeting?

The record date for the Prog Holdings Inc 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 10 director nominees at the Prog Holdings Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 4 proposals at the Prog Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.