EVERQUOTE INC CLASS A (EVER)
Sector: Communication
2026 Annual Meeting Analysis
EVERQUOTE INC CLASS A · Meeting: June 4, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Co-founder and chairman with deep technology and venture expertise; EverQuote's 3-year price return of 92.3% trails the XLC sector ETF by only 18.2 percentage points, well below the 65-point threshold required to trigger a vote against directors, so no TSR concern applies.
Independent director with extensive executive and board experience at technology companies; no overboarding, attendance, or TSR trigger concerns apply.
Independent director serving on both audit and compensation committees with deep investment banking and capital markets expertise; all independence, attendance, and TSR checks pass.
CEO and executive director with direct operational leadership of EverQuote; the TSR trigger does not apply given the gap of only 18.2 percentage points versus the XLC ETF, far below the 65-point threshold for a strong-positive absolute return period.
Audit committee chair and certified public accountant with over 40 years of accounting expertise; satisfies the financial expert requirement and all other policy checks pass.
Audit committee member and former CPA with extensive financial services and compliance experience; no overboarding, attendance, or TSR trigger concerns apply.
Independent compensation committee chair with relevant technology investment and operations background; all policy checks including TSR, attendance, and independence criteria pass.
All seven nominees are recommended FOR. EverQuote's 3-year absolute price return of 92.3% is strongly positive, and the underperformance gap versus the XLC sector ETF benchmark of 18.2 percentage points is well below the 65-point threshold required to trigger a vote against any director. No overboarding, attendance failures, independence concerns, or qualification gaps were identified across the slate.
Say on Pay
✓ FORCEO
Jayme Mendal
Total Comp
$9,209,231
Prior Support
N/A
This is a charter amendment proposal, not a Say on Pay vote. It is analyzed under the Charter Amendment framework in the other_proposals section. No Say on Pay proposal appears on this ballot.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
12 yrs
Audit Fees
$1,472,000
Non-Audit Fees
$375,000
PricewaterhouseCoopers has audited EverQuote since 2014, giving it approximately 12 years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees (tax services of $375,000) represent about 25% of audit fees of $1,472,000, comfortably below the 50% threshold that would flag independence risk. PricewaterhouseCoopers is a Big 4 firm appropriate for a company of EverQuote's size and complexity. No restatements or other audit concerns were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 2
Approval of an Amendment to the Company's Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation
This is a board-proposed amendment to bring EverQuote's charter in line with a 2022 change to Delaware law that allows companies to limit officer personal liability for honest mistakes — the same protection that has long applied to directors. The amendment is narrowly scoped: officers would still be fully liable for disloyalty, bad faith, intentional misconduct, knowing law violations, and any transaction where they personally benefit improperly. Extending this protection is market standard among Delaware companies and helps attract and retain qualified executives without shielding them from serious misconduct, making this amendment a reasonable governance improvement.
Overall Assessment
The 2026 EverQuote annual meeting features three substantive items: election of seven directors (all recommended FOR given no TSR, attendance, or qualification concerns), ratification of PricewaterhouseCoopers as auditor (recommended FOR given a clean fee ratio and appropriate tenure), and a board-proposed charter amendment to extend officer exculpation under updated Delaware law (recommended FOR as a narrow, market-standard governance improvement). No Say on Pay vote appears on this year's ballot.