Independent
Tenure on this board
4.7 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; advisory vote to approve executive compensation (Say on Pay); ratify PwC as independent registered public accounting firm for fiscal year ending December 31, 2026; and transact other business.
Elect three Class II directors (Bora Chung, Laurent Le Moal, Nigel Morris) to serve three-year terms until the 2029 annual meeting.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory, non-binding shareholder vote to approve the overall compensation paid to Remitly’s named executive officers for fiscal 2025, as described in the proxy statement. Management is seeking this affirmation to gauge investor sentiment on pay practices and to demonstrate alignment between compensation programs and company performance. The recommendation is FOR; the board and the Talent & Compensation Committee believe the compensation program aligns with Remitly’s strategy of rewarding long-term performance through equity, retains and attracts talent, and is supported by an independent compensation consultant. Notable context includes Remitly’s 2025 achievement of GAAP profitability, significant increases in revenue and send volume, and the board’s prior engagement with shareholders (98% approval in 2025). The advisory nature means the vote is non-binding but informs future compensation decisions by the T&C Committee. The board highlights governance practices—independent T&C Committee, use of Compensia, multi-year vesting, clawback policy—and points to strong prior stockholder support as rationale for its recommendation. The vote will not affect past pay but could influence future program design.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
This management proposal asks shareholders to ratify PwC as Remitly’s independent registered public accounting firm for the 2026 fiscal year. Management seeks shareholder ratification as a governance best practice to confirm stockholder support for the auditor selection; the audit and risk committee retains discretion to change auditors regardless of the vote. The board recommends FOR, citing PwC’s role in auditing the Company’s 2025 financial statements and ongoing relationship with the audit and risk committee. Key context includes the fees paid to PwC in 2025 ($4.391 million audit fees plus other fees) and the audit committee’s review of PwC’s independence and pre-approval of services. Ratification is routine; the proposal is procedural, with straightforward implications for continuity and oversight of financial reporting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | NASPERS LTD | 6.38% | 13,441,745 | $211M |
| 2 | FMR LLC | 4.93% | 10,381,718 | $163M |
| 3 | GENERATION INVESTMENT MANAGEMENT LLP | 3.65% | 7,692,320 | $121M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.57% | 7,527,224 | $118M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.54% | 7,461,792 | $117M |
| 6 | BlackRock, Inc. | 2.86% | 6,015,502 | $94M |
| 7 | BlackRock, Inc. | 2.68% | 5,632,923 | $88M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.25% | 4,737,471 | $74M |
| 9 | BANK OF AMERICA CORP /DE/ | 2.01% | 4,227,601 | $66M |
| 10 | STATE STREET CORP | 1.84% | 3,880,564 | $61M |
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