EVER 2026 Annual Meeting to Vote on Directors and Liability Protection
🧾 What This Document Is
This is a Definitive Proxy Statement (DEF 14A) for EverQuote, Inc. (EVER). It’s a formal invitation and information packet sent to shareholders before the annual meeting. Its purpose is to let shareholders know what will be voted on and to provide the details they need to vote their shares.
👉 In simple terms: It’s the company’s "meeting agenda and voter guide" for its owners (the shareholders). The key meeting is the 2026 Annual Meeting of Stockholders.
Key Details:
- Meeting Date: Thursday, June 4, 2026, at 10:00 a.m. Eastern Time.
- Format: Virtual only via a webcast at
www.virtualshareholdermeeting.com/EVER2026. - Record Date: To vote, you must have owned shares by April 7, 2026.
- Shares Outstanding: ~31.8 million Class A shares and ~3.6 million Class B shares.
🏢 What The Company Does
EverQuote operates an online insurance marketplace. It connects consumers looking for insurance (like auto, home, or life) with insurance providers. Think of it as a "matchmaking" service for insurance quotes.
👉 In simple terms: They run a website and app where you enter your information once, and they use that data to shop around and connect you with multiple insurance companies offering quotes. They make money primarily from selling consumer referrals to insurance agents and carriers.
🗳️ The Three Main Proposals for Your Vote
Shareholders are being asked to vote on three main items:
1️⃣ Elect Seven Directors
The board is up for election every year. The seven nominees are:
- David Blundin (Co-Founder & Chairman)
- Sanju Bansal
- Paul Deninger
- Jayme Mendal (CEO & President)
- George Neble
- John Shields
- Mira Wilczek
👉 Why it matters: These individuals oversee the company's strategy and management. The board recommends voting FOR all of them.
2️⃣ Approve a Legal Update to the Company Charter
The company wants to amend its Certificate of Incorporation to add "officer exculpation" provisions, as now allowed by Delaware law.
👉 Why it matters (Simply put): This would limit the personal financial liability of certain high-level officers (like the CEO, CFO) for simple mistakes of judgment (breaches of the "duty of care") made in good faith. It does NOT protect them from liability for bad acts like fraud, intentional misconduct, or breaking the law. The board says this helps attract and retain top talent.
Vote Required: A majority of all outstanding shares must vote FOR for this to pass.
3️⃣ Ratify (Approve) the Auditor
Shareholders are asked to formally approve the board's selection of PricewaterhouseCoopers LLP (PwC) as the company's independent auditor for 2026.
👉 Why it matters: This is a routine but important corporate governance check. PwC has been the auditor since 2014.
Vote Required: A majority of votes cast FOR or AGAINST this proposal.
👥 Who’s Running the Show (Board & Executives)
Board Nominee Snapshot
Here’s a quick look at the people up for election. You'll notice a mix of founders, financial experts, and tech veterans.
| Name | Age | Director Since | Independent? | Key Role/Skill |
|---|---|---|---|---|
| David Blundin | 59 | 2008 | No (Co-Founder) | Venture Capital, Company Vision |
| Sanju Bansal | 60 | 2014 | Yes | Tech Executive (ex-MicroStrategy) |
| Paul Deninger | 67 | 2019 | Yes | Investment Banking & M&A |
| Jayme Mendal | 40 | 2020 | No (CEO) | Operational & Revenue Leadership |
| George Neble | 69 | 2018 | Yes | Accounting Expert (ex-Ernst & Young) |
| John Shields | 73 | 2018 | Yes | Finance & Accounting Expertise |
| Mira Wilczek | 44 | 2017 | Yes | Tech, VC & Security Operations |
Executive Team
- Jayme Mendal: CEO & President
- Joseph Sanborn: CFO & Chief Administrative Officer
- David Brainard: Chief Technology Officer
- Jon Ayotte: Chief Accounting Officer
🏛️ How the Company is Governed
"Controlled Company" Status
EverQuote is considered a "controlled company" under Nasdaq rules. This usually means a single shareholder (like a founder or private equity firm) has enough voting power to control over 50% of the votes.
👉 Why it matters: This allows them to be exempt from some standard governance rules, such as having a board made up of a majority of independent directors, or having a fully independent committee to nominate directors.
Key Committees & Independence
- Audit Committee: Messrs. Deninger, Neble (Chair), and Shields. All are independent.
- Compensation Committee: Messrs. Bansal, Deninger, and Ms. Wilczek (Chair). All are independent.
- Board Leadership: The roles of Chairman (David Blundin) and CEO (Jayme Mendal) are separated.
💰 Executive Compensation & Policies
How Pay is Determined
The Compensation Committee, advised by an independent consultant (Compensia, Inc.), sets pay for executives. The CEO makes recommendations, but the committee and full board have final approval.
Key Policies in Place
- Clawback Policy: The company has a "compensation recovery" policy. If financial results are restated due to an error, the company can claw back (take back) any incentive-based pay from executives that was calculated based on the wrong numbers.
- Anti-Hedging & Trading Policies: Directors and executives are banned from hedging company stock or trading based on insider information. They can adopt Rule 10b5-1 plans for scheduled sales.
- Equity Grant Timing: Annual stock awards are typically given in mid-February. The company states it does not time these grants around the release of good or bad news.
Executive Pay Highlights (2025)
The filing includes detailed compensation tables for 2023, 2024, and 2025. The Summary Compensation Table (p.40) shows the breakdown of salary, bonuses, and stock/option awards for the top executives.
📞 Important Contacts & Logistics
- Investor Contact:
[email protected] - Phone:
(855) 522-3444 - Company Address: 141 Portland Street, Cambridge, MA 02139
- How to Vote: You can vote online, by phone, by mail, or during the virtual meeting.
- Deadline for online/phone: 11:59 p.m. ET on June 3, 2026.
- Website for More Info:
investors.everquote.com(under "Governance Documents")
🧠 The Analogy
Imagine this proxy statement is the agenda and rulebook for a big homeowners' association (HOA) meeting. The company is the HOA. You, as a shareholder, are a homeowner and a member. The document tells you:
- Who is running for the board (Proposal 1).
- If they want to change the HOA bylaws to protect the board manager from certain lawsuits (Proposal 2).
- Who they've hired as the outside accountant to audit the HOA's finances, and do you agree? (Proposal 3).
- It also shows you how much the top HOA managers were paid last year.
Your vote is your power to approve or reject these items.
🧩 Final Takeaway
This proxy statement is primarily about shareholder democracy. Your key decisions are: 1) re-electing the seven director nominees, 2) approving a legal change to protect officers from certain personal liability, and 3) ratifying the choice of auditor PwC. The board recommends voting FOR all three proposals.