HealthEquity (HQY) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 25, 2026, with a virtual format and record date of May 6, 2026.

• Key proposals include election of ten directors, ratification of auditor, advisory vote on executive compensation, approval of a new employee stock purchase plan, and amendment of the equity incentive plan.

• Fiscal year 2026 saw revenue of $1.313 billion (up 9%), net income of $215.2 million (up 123%), and Adjusted EBITDA of $566 million (up 20%).

• 10.6 million HSAs and 17.8 million total accounts at year-end, with $36.5 billion in HSA assets.

Voting matters and shareholder proposals

• Proposals: elect ten directors, ratify PricewaterhouseCoopers LLP as auditor, advisory say-on-pay vote, approve 2026 Employee Stock Purchase Plan, and amend 2024 Equity Incentive Plan.

• Board recommends voting FOR all proposals.

• Majority of votes cast required for approval of each proposal.

Board of directors and corporate governance

• Board consists of ten members, eight of whom are independent.

• Board committees: Audit and Risk, Cybersecurity and Technology, Nominating/Governance/Sustainability, and Talent/Compensation/Culture.

• Annual board and committee self-assessments, peer reviews, and ongoing board refreshment.

• Directors encouraged to attend annual meetings; all attended in 2025.

• Stock ownership guidelines require directors to own shares equal to five times their annual cash retainer within five years.