Virtu Financial Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class II directors (Aaron Simons, Joseph J. Grano, Jr., and Joanne M. Minieri) to the board for three-year terms expiring in 2029.

2. 2

   Advisory Vote to Approve Compensation of Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory approval of the compensation paid to the Company’s named executive officers (NEOs) for fiscal year 2025 as disclosed in the proxy statement (say-on-pay).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement (a standard ‘‘say-on-pay’’). Management is seeking this shareholder expression of support to validate its executive pay practices, to demonstrate alignment between pay and performance, and to inform future compensation decisions; the board explicitly states it will consider the advisory vote results. The proposal is advisory only and does not change compensation arrangements or create enforceable rights, but a negative result would trigger heightened engagement between the Compensation Committee and shareholders and could lead to program changes. The Company frames its pay program as pay-for-performance with annual and long-term incentives tied to quantitative metrics such as adjusted net trading income and adjusted EBITDA, and to qualitative goals; sizable incentive payouts shown in the disclosure reflect the Company’s strong 2025 financial performance. The Compensation Committee’s processes (use of target and maximum bonus opportunities, performance-based RSUs, and a mix of cash and equity) are described to support the board’s view that pay aligns with strategy and shareholder value. The context includes a controlled-company governance structure and recent CEO transition (promotion of Aaron Simons effective August 1, 2025) with associated sign-on and employment agreements, which increase the salience of director oversight and disclosure for investors evaluating pay arrangements. The board’s recommendation to vote FOR is based on its conclusion that the compensation program is competitive, aligned with stockholder interests, and tied to measurable Company performance, and it commits to continuing to consider stockholder feedback in future years. Given the advisory nature, investors should weigh the Company’s disclosed metrics, special sign-on payments, and severance/change-in-control protections when evaluating alignment with long-term shareowner interests.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Virtu Financial Inc 2026 annual meeting?

Virtu Financial Inc (VIRT) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Virtu Financial Inc 2026 meeting?

The record date for the Virtu Financial Inc 2026 meeting is Thursday, April 16, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 3 director nominees at the Virtu Financial Inc 2026 meeting, listed with their independence status and background.

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

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