Clear Secure Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of nine director nominees to serve one-year terms until the 2027 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Audit Committee’s appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

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

   More detail

   This proposal asks shareholders to approve, on a non-binding advisory basis, the compensation paid to the named executive officers as disclosed in the Proxy Statement. Management is seeking this advisory vote to obtain stockholder feedback on executive pay practices that include a mix of base salary, annual cash incentives tied to Bookings and unlevered free cash flow (ULFCF), and long-term equity awards (RSUs and PSUs) with multi-year vesting and performance metrics. The Compensation Committee explains that the program is designed to align executive incentives with long-term shareholder value, to retain key executives, and to tie a substantial portion of pay to performance via PSUs linked to ULFCF and Founder PSUs tied to stock price hurdles. The board recommends a vote FOR, citing alignment with pay-for-performance principles, use of independent compensation consultants, stock ownership guidelines, clawback policies, and double-trigger change-in-control protections; they also emphasize the advisory nature of the vote and that they will consider the outcome in future decisions.

4. 4

   Approval of Certificate of Incorporation Amendments to Remove Supermajority Vote Requirements

   ManagementBoard: FOR

   Approve amendments to the Certificate of Incorporation to remove supermajority voting thresholds that would apply after a Triggering Event, lowering the standards to a majority of outstanding shares.

   More detail

   This management proposal requests shareholder approval to amend the Certificate of Incorporation to remove supermajority voting requirements that would become effective after a 'Triggering Event' (expected to occur at the dual-class conversion). The proposed amendments would lower thresholds for director removal, amendment of specified charter provisions, and bylaw changes from 66 2/3% to a majority of outstanding shares. Management frames this change as aligning the company's governance with market practice and reducing unduly restrictive barriers that could limit stockholder participation in key governance matters after the Triggering Event. The board argues the current supermajority provisions would be unnecessarily protective post-Triggering Event and that the amendments improve responsiveness and accountability; the board recommends a FOR vote.

5. 5

   Approval of Certificate of Incorporation Amendment to Clarify Officer Exculpation Provision

   ManagementBoard: FOR

   Approve amendment to delete a defined list of officers in Article VI so the officer exculpation scope aligns with default Delaware law (DGCL Section 3114(b)).

   More detail

   This management proposal seeks shareholder approval to amend Article VI of the Certificate of Incorporation by deleting a specific definition listing certain officer titles, thereby clarifying that the officer exculpation provision covers officers as defined by Delaware law (DGCL Section 3114(b)). Management argues this deletion brings the provision into alignment with Delaware statutory definitions and enhances clarity about who is exculpated. The board recommends a FOR vote, stating the change better aligns the charter with governing law and company practice.

Upcoming shareholder meetings at Clear Secure Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Clear Secure Inc 2026 annual meeting?

Clear Secure Inc (YOU) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Clear Secure Inc 2026 meeting?

The record date for the Clear Secure Inc 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Clear Secure Inc's 2026 meeting?

The board is presenting 9 director nominees at the Clear Secure Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Clear Secure Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Clear Secure Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.