Waystar Holding Corp

1. 1

   Election of four Class II directors

   ManagementBoard: FOR

   Elect Robert A. DeMichiei, John Driscoll, Paul G. Moskowitz, and Lauren Young as Class II directors to hold office until the 2029 annual meeting and until their successors are duly elected and qualified.

2. 2

   Ratification of independent registered public accounting firm

   ManagementBoard: FOR

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

3. 3

   Advisory vote on frequency of future Say-on-Pay votes

   ManagementBoard: FOR

   Non-binding advisory vote asking stockholders to indicate whether future advisory votes to approve the compensation of Named Executive Officers should be held every one, two, or three years (Board recommends one year).

   More detail

   This proposal asks stockholders to indicate, on a non-binding advisory basis, the preferred frequency (one, two, or three years) for future advisory votes to approve the compensation of the Company’s Named Executive Officers (Say-on-Pay). Management is seeking shareholder guidance because SEC rules require a frequency vote at least once every six years and because the Board values stockholder feedback on executive compensation governance. The Company, having completed its IPO in 2024 and held stockholder engagement on compensation matters, frames this vote as a governance cadence decision affecting how often shareholders will formally provide input on pay practices. The Board recommends an annual vote, arguing it provides routine, timely feedback, improves accountability of the Compensation Committee, and aligns with prevailing best practices. The outcome is non-binding, so while it signals stockholder preference, the Board retains discretion and will consider the result when setting future policy; the proxy statement also states that if no option receives a majority the Board will still consider the results. From an investor-relations perspective, an annual cadence can increase oversight and allow shareholders to respond more quickly to material changes in pay design or company performance; conversely, more frequent votes increase administrative burden and may amplify short-term reactions to performance swings. The Board’s recommendation is presented alongside the company’s context of strong 2025 performance, recent post-IPO compensation design changes (including RSUs and CEO PSUs), and ongoing engagement, which the Compensation Committee will weigh in interpreting the vote. For sophisticated analysts evaluating governance trade-offs, the key considerations are the advisory nature of the vote, potential signaling effects to the Compensation Committee, historical investor preferences (many investors favor annual Say-on-Pay), and how the chosen frequency would interact with the Company’s multi-year incentive structures (e.g., four-year PSUs). Overall, the proposal is governance-focused rather than operational, and while non-binding, it materially influences the cadence of shareholder oversight and the Compensation Committee’s engagement strategy.

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When is the Waystar Holding Corp 2026 annual meeting?

Waystar Holding Corp (WAY) holds its 2026 annual shareholder meeting on Monday, June 1, 2026.

What is the record date for the Waystar Holding Corp 2026 meeting?

The record date for the Waystar Holding Corp 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Waystar Holding Corp's 2026 meeting?

The board is presenting 4 director nominees at the Waystar Holding Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Waystar Holding Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Waystar Holding Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.