Rackspace (RXT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with voting on director elections, auditor ratification, executive compensation, and an amendment to the equity incentive plan.

• Only stockholders as of April 21, 2026, may vote; materials are available online to reduce costs.

• The board recommends voting for all proposals, including the election of two Class III directors and the increase in authorized shares under the 2020 Equity Incentive Plan.

• Apollo Global Management controls over 50% of voting power, significantly influencing outcomes.

• Forward-looking statements caution about risks and uncertainties affecting future performance.

Voting matters and shareholder proposals

• Four proposals: elect two Class III directors (Gajen Kandiah and Michael Weston), ratify KPMG as auditor, advisory vote on executive compensation (Say-on-Pay), and approve an amendment to increase shares under the 2020 Equity Incentive Plan.

• Voting is available online, by phone, mail, or during the meeting; broker non-votes and abstentions are addressed per proposal.

• Shareholder proposals for the 2027 meeting must be submitted by December 31, 2026.

Board of directors and corporate governance

• The board is classified into three classes with staggered three-year terms; Class III up for election in 2026.

• Apollo has rights to nominate directors proportional to its ownership; ABRY retains nomination rights above a threshold.

• The company is a “controlled company” under Nasdaq rules, exempt from certain governance requirements.

• Four standing committees: Audit, Compensation, Nominating & Corporate Governance (N&CG), and Executive.

• Code of conduct and corporate governance guidelines are in place; non-management directors meet in executive session.