Not independent
Tenure on this board
6.3 yrs
3 nominees · 5 ballot items.
Stockholders will vote on the election of three Class I directors, ratification of Deloitte & Touche LLP, advisory approval of named executive officer compensation, approval of a 1-for-10 to 1-for-20 reverse stock split with a corresponding authorized-share reduction, and approval of an adjournment to solicit additional proxies for the reverse stock split.
Elect Timothy R. Danker, Kavita K. Patel, and Christopher Wolfe as Class I directors to serve until the 2029 annual meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed under Item 402 of Regulation S-K, including the compensation tables and accompanying narrative discussion.
Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to SelectQuote’s named executive officers for fiscal 2026. The resolution covers the compensation tables and related narrative disclosures under Item 402 of Regulation S-K rather than any single pay element or executive. Management is seeking approval to validate a program that emphasizes at-risk compensation, including annual cash incentives tied to revenue, Adjusted EBITDA, operating cash flow, and individual performance. The program also uses time-based restricted stock units and price-vested units designed to support retention and align executives with long-term stock-price appreciation. Fiscal 2026 named executive officer compensation included substantial equity awards and performance-based cash compensation, while the Company reported strong operating cash-flow improvement and operational initiatives in its Senior and Healthcare Services divisions. The Compensation Committee adjusted certain performance targets during the year in response to changes in pharmacy reimbursement conditions, while asserting that the revised targets preserved plan rigor. The Company also notes that the prior year’s say-on-pay vote received nearly 96% support and that stockholder feedback was considered in designing the fiscal 2026 program. The advisory vote is not binding, but the Compensation Committee states that it will consider the outcome in future compensation decisions. The Board recommends a vote FOR because it believes the program rewarded operating performance and continued to promote long-term stockholder value creation.
Approve an amendment to the Certificate of Incorporation authorizing the Board to effect a 1-for-10 to 1-for-20 reverse stock split of the outstanding common stock, with the ratio selected by the Board, together with a proportional reduction in authorized common shares.
Proposal 4 asks stockholders to approve an amendment to SelectQuote’s Certificate of Incorporation permitting a reverse stock split in a range from 1-for-10 to 1-for-20, with the Board selecting the final ratio later. The amendment would also reduce the authorized number of common shares by the same ratio. The Board would retain discretion to implement or abandon the transaction after stockholder approval and before filing the certificate of amendment. Management’s principal stated purpose is to raise the per-share trading price and regain compliance with the NYSE continued-listing requirement. The NYSE notified SelectQuote in March 2026 that its 30-trading-day average closing price was below $1.00 and provided a six-month cure period. If implemented, the Company expects the NYSE price condition to be cured if the post-split price promptly exceeds $1.00 and remains there for at least 30 trading days. Management also believes a higher share price could improve the stock’s appeal to institutional and professional investors whose policies may discourage low-priced securities. The Company cautions that a reverse split may not produce a proportional or lasting price increase and could reduce liquidity, increase odd-lot holdings, and raise transaction costs. Fractional shares would be aggregated and sold, with holders receiving cash in lieu of fractional interests, while stock plans and warrants would be adjusted as provided in their governing documents. The Board unanimously approved the amendment and recommends voting FOR, while reserving the right not to proceed if implementation later ceases to be in the Company’s or stockholders’ best interests.
Approve, if necessary, an adjournment of the Annual Meeting to solicit additional proxies in favor of the reverse stock split proposal.
Proposal 5 asks stockholders to authorize an adjournment of the Annual Meeting if additional time is needed to solicit proxies supporting the reverse stock split proposal. The proposal is procedural and does not itself implement the reverse stock split or alter the proposed split range. Management is seeking this authority as a contingency in case the reverse stock split does not receive sufficient support during the initial meeting. An adjournment could allow the Company to continue communicating with stockholders and obtain additional votes on the NYSE-listing-related proposal. The Company states that stockholders who have already submitted proxies would retain the ability to revoke them before the proxies are used. Approval requires a majority of the votes present in person or represented by proxy and entitled to vote on the matter. Abstentions would have the same effect as votes against the adjournment proposal. The proposal is connected specifically to the reverse stock split and is intended to facilitate additional solicitation rather than independently address listing compliance. The Board recommends voting FOR the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ABRAMS BISON INVESTMENTS, LLC | 4.48% | 7,910,794 | $7M |
| 2 | Mariner, LLC | 3.71% | 6,553,063 | $6M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.46% | 6,110,257 | $5M |
| 4 | AQR CAPITAL MANAGEMENT LLC | 1.38% | 2,429,449 | $2M |
| 5 | CAPTRUST FINANCIAL ADVISORS | 1.33% | 2,354,276 | $2M |
| 6 | Qube Research Technologies Ltd | 1.22% | 2,148,653 | $2M |
| 7 | Diametric Capital, LP | 1.12% | 1,969,167 | $2M |
| 8 | BlackRock, Inc. | 1.08% | 1,906,631 | $2M |
| 9 | MILLENNIUM MANAGEMENT LLC | 0.93% | 1,649,948 | $1M |
| 10 | JANE STREET GROUP, LLC | 0.84% | 1,475,542 | $1M |
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