📰 What This Document Is 📜

This document is a Definitive Proxy Statement (DEF 14A), which is a formal legal filing required by the SEC. Think of it as an instruction manual and detailed report card for the company's annual meeting. 📖

This statement was prepared by KinderCare Learning Companies, Inc. (KLC) and outlines everything stockholders need to know before voting at the Annual Meeting of Stockholders. It details the rules for governance, compensation, board members, and the specific proposals they must vote on.

👉 What to expect: This is not an earnings report, but a governance document. Its primary purpose is to gather votes on three major proposals, and to provide transparency about who runs the company and how they are paid.

🏢 What KinderCare Does 👨‍🏫

KinderCare Learning Companies operates in the early childhood education sector, acting as a critical service provider to families and employers. 🏫

The company provides programs that support children during their most important developmental years. They emphasize creating safe, nurturing environments while maintaining a focus on educational excellence and operational consistency nationwide.

👉 In simple terms: KLC helps families with reliable child care, building on a long-standing heritage of quality education services.

📅 The Annual Meeting Details ⏰

The proxy statement announces the upcoming Annual Meeting of Stockholders, specifying when and where stockholders can participate. 🗓️

The Annual Meeting is scheduled to be held virtually on Thursday, June 4, 2026, at 9:00 a.m. Pacific Time. Stockholders can access and vote online at www.proxydocs.com/KLC.

• Key Date: The record date for determining who is eligible to vote is April 9, 2026.
• Shares Outstanding: As of the record date, there were 118,428,299 shares of common stock outstanding, all entitled to be voted at the Annual Meeting.

👉 Why it matters: Stockholders must act quickly to vote, as the online and telephone voting facilities close at 8:59 p.m. Pacific Time, on June 3, 2026.

🗳️ The Proposals for Stockholder Vote 🧑‍⚖️

The core of the proxy statement is the request for shareholder votes on three major matters of corporate governance. 🗳️

1. Election of Directors: Electing the board members who will govern the company.
2. Auditor Ratification: Approving the accounting firm that will review the company's financial books.
3. Executive Compensation: Advising the board on the pay packages for the company's named executives.

👉 The board recommends voting "FOR" all three proposals, signaling confidence in the current management structure and accounting practices.

Election of Directors (Proposal 1) 👨‍💼

The company's board is structured into three classes: Class I, Class II, and Class III, each with a three-year term. 💼

The current meeting focuses on electing two Class II nominees and one Class I nominee. The board structure aims for continuity and stability, which it argues is important for managing long-term corporate interests.

• Nominees for Class II: Michael Nuzzo and Tom Wyatt. Both nominees are currently serving on the board.
• Nominee for Class I: Jean Desravines (who is currently a Class III director).
• Board Recommendation: The board recommends voting "FOR" the election of these nominees.

Ratification of the Accounting Firm (Proposal 2) 📊

The board asks stockholders to ratify the appointment of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for fiscal 2026. 🔎

PwC has served as the independent registered public accounting firm since 2024. Although stockholder ratification is not legally required, the company submits it as a matter of good corporate governance.

• Change of Auditors: The company dismissed Deloitte and Touche LLP ("Deloitte") on May 29, 2024, and engaged PwC to take over the auditing duties.
• Fees Comparison: The audit fees billed for the most recent two periods show a significant change:
  • For the fiscal year ended January 3, 2026 (most recent year): $4,032,000 (Audit Fees).
  • For the fiscal year ended December 28, 2024: $9,906,217 (Audit Fees).

👉 Why it matters: The dramatic drop in audit fees suggests a shift in scope, potentially reflecting the completion of the IPO services required in 2024.

Advisory Vote on Executive Compensation (Proposal 3) 💰

This proposal asks stockholders to give an "advisory" vote on the pay of the named executive officers. It is crucial to note that this vote is not legally binding on the company, but the compensation committee intends to consider the results when making future decisions. ⚖️

The Compensation Discussion and Analysis (CD&A) section explains that the executive program is designed to align pay with the company's long-term objectives and financial performance.

• Named Executive Officers (2025): Tom Wyatt (CEO/Chairman), Paul Thompson (CEO), Tony Amandi (CFO), Jessica Harrah (CPO), and Lindsay Sorhondo (COO/CIO).
• Compensation Philosophy: The goal is to provide competitive compensation, with a material component tied to performance, thereby encouraging executives to drive long-term shareholder value.
• Peer Group: The committee assessed total direct compensation against a peer group of 19 companies (e.g., Academy Sports and Outdoors, Bright Horizons Family Solutions) to ensure the pay structure remains competitive in the market.

🏛️ Corporate Governance & Board Structure ⚙️

This section dives into the rules and procedures that govern how the board operates, which is highly important for understanding corporate control. 🏢

Classified Board Structure: The board is divided into three classes (I, II, and III) with three-year terms. The board believes this classification is beneficial because it:

1. Ensures continuity and stability, keeping deep knowledge of the company within the board.
2. Safeguards the company from external takeovers by requiring major shareholder consensus to change the board structure.

PG Nomination Rights: A Stockholders Agreement is in place with Partners Group (PG) and other stockholders, granting PG specific nomination rights. These rights dictate that PG can designate individuals for board election based on the percentage of ownership it holds (e.g., if PG owns >50%, it can nominate the lowest whole number of directors greater than 50% of the total number of directors).

👉 Impact: This structure gives PG significant, pre-negotiated influence over who sits on the board.

💼 Executive Leadership Transitions 🔄

This section documents the recent, significant changes in the company's top management structure during fiscal 2025. 🧑‍💼

CEO Changes: The year 2025 was a year of transition:

• Initially, Paul Thompson served as CEO (until December 2, 2025).
• Tom Wyatt returned to the role of Chief Executive Officer on December 2, 2025, also resuming his role as Chairman of the Board.

Key Personnel:

• Tony Amandi: Has served as CFO since 2019.
• Jessica Harrah: Has served as Chief People Officer since 2021.

👉 Context: The complexity of the recent C-suite transitions shows the board's efforts to stabilize the leadership and maintain strong governance.

🛠️ Board Committee Roles and Oversight 📜

The board delegates specialized oversight functions to three standing committees: Audit, Compensation, and Nominating & Corporate Governance. These charters define the rules of governance and risk management. ✅

• Audit Committee: Chaired by Michael Nuzzo, this committee oversees financial risks and internal controls. Its responsibilities include reviewing annual audited financial statements and reviewing all related party transactions for potential conflicts of interest.
• Compensation Committee: Chaired by Jessica Harrah, this committee oversees the compensation programs. It is responsible for reviewing and approving the pay of the named executive officers and administering incentive compensation plans.
• Nominating & Corporate Governance Committee: Chaired by Jean Desravines, this committee is responsible for recommending qualified candidates for the board, reviewing the board’s overall structure, and overseeing succession planning for senior management.

📞 Contact Information & Procedure Details 📧

This section provides the necessary logistical information for stockholders who wish to participate in the Annual Meeting. 📮

• Investor Relations Contact: If stockholders have questions about voting or ownership of shares, they should call (503) 872-1300 or email [email protected].
• Online Voting Portal: The meeting and voting materials are accessible at www.proxydocs.com/KLC.

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🧠 The Analogy 🧱

A proxy statement is like the rulebook for a major club election. It doesn't just announce the candidate; it explains the entire process: how many votes are needed to pass a motion (the proposals), which specific rules govern how the board (the club leaders) must operate, and how much salary (compensation) the club chairperson gets paid.

🧩 Final Takeaway 🔑

KinderCare is undergoing a major transition, highlighted by a change in auditors (from Deloitte to PwC) and a shift in its executive leadership. Stockholders must carefully review the three key proposals regarding directors, accounting oversight, and executive pay to ensure the company's governance structure remains sound and accountable.