🧾 What This Document Is

This is TaskUs's Definitive Proxy Statement (DEF 14A). It's a formal document sent to shareholders ahead of the Annual Meeting. Its main job is to provide information and ask shareholders to vote on key company matters, like electing directors and approving the auditor.

👉 Why it matters: Think of it as a "shareholder agenda" plus a "company report card." It tells you what's happening at the meeting and gives deep insights into the company's performance, leadership, and governance.

🗓️ The Annual Meeting Details

Date: Thursday, May 21, 2026
Time: 7:30 a.m. Central Time
Location: Virtual only, via webcast at www.virtualshareholdermeeting.com/TASK2026
Record Date: You must have owned shares by March 27, 2026, to vote.
How to Vote: You can vote online, by phone, or by mail before the meeting. If you attend the virtual meeting, you can also vote live.

👉 Key Takeaway: This is a virtual-only meeting. Shareholders have different voting power: Class A shares get 1 vote each, while Class B shares (held mainly by founders and Blackstone) get 10 votes each.

🗳️ What You're Voting On

There are three main items on the ballot:

Proposal 1: Elect Three Directors. Vote to elect Jaspar Weir, Michelle Gonzalez, and Amit Dalmia to the board.
Proposal 2: Ratify the Auditor. Vote to approve KPMG LLP as the company's accounting firm for 2026.
Proposal 3: Any Other Business. Standard language to handle any other valid business that comes up.

👉 The Board's Recommendation: The board recommends shareholders vote "FOR" all three proposals.

📈 2025 Performance & Strategy Update

The CEO's letter highlights a strong 2025 and lays out the strategy for the AI era.

Financial Highlights:
- Revenue: $1.18 billion (up 19% year-over-year).
- AI Services Revenue: Grew ~59%, a key growth engine.
- Adjusted EBITDA: $249.1 million at a 21.0% margin (a non-GAAP profitability measure).
- Net Income: $102.3 million (8.6% margin).
- Capital Return: Paid a $3.65 per share special dividend in March 2026, totaling ~$333 million.
Strategy - The "Three-Part Blueprint" for AI:
1. Leading in AI Services: Building a $200M+ business supporting AI model development.
2. Launching Agentic Consulting: Moving from service provider to strategic architect of AI solutions, aiming for higher-margin, outcome-based work.
3. Automating from Within: Using AI (like an AI hiring agent that improved efficiency 50%) in its own operations to boost productivity.

👥 Board of Directors & Governance

The board has 9 members (will be 8 after the meeting) in a staggered, three-class system.

Key Changes for This Vote:
- Jacqueline Reses is resigning from the board.
- Amit Dixit is not standing for re-election.
- Amit Dalmia (Blackstone) is nominated as a new director, replacing Amit Dixit.
- Michelle Gonzalez and Jaspar Weir are up for re-election.
- If elected, Michelle Gonzalez will become Chair of the Compensation Committee.
- Kelly Tuminelli will become Chair of the Audit Committee.
"Controlled Company" Status: As of March 2026, Blackstone and co-founders Bryce Maddock & Jaspar Weir control ~96.9% of the voting power. This means TaskUs is a "controlled company" under Nasdaq rules and can opt out of some governance requirements (like having a fully independent board or nomination process).

💼 Executive Compensation Highlights

This section explains how top executives are paid, focusing on aligning pay with company performance.

Named Executive Officers (NEOs): Bryce Maddock (CEO), Jaspar Weir (President), Kelly Tuminelli (CFO), and two other former executives.
Philosophy: Emphasizes "pay-for-performance" with a mix of base salary, annual cash bonuses, and long-term equity awards (stock).
2025 Results: The Compensation Committee cited strong financial performance, strategic progress in AI, and high employee culture scores (eNPS of 60) as factors in compensation decisions.

👉 Why it matters: This tells you if the leaders' incentives are tied to the company's long-term health and shareholder returns.

🌍 ESG & People Culture

TaskUs details its environmental, social, and governance efforts, centered on its "People First" culture.

Social Impact & Inclusion (SII): Rebranded its CSR and DEI programs under this unified banner.
Culture Metrics: Employee Net Promoter Score (eNPS) of 60 in 2025 (88% participation). Voluntary attrition for tenured employees was 26.6%.
Investment in People: Over 53,000 employees enrolled in its career development program, "The Academy."
Community: Employees logged over 28,000 volunteer hours in 2025.
Environmental: Conducts annual greenhouse gas inventories and is developing a Climate Transition Plan.

🔎 Other Key Details & Contacts

Stockholder Proposals: For the 2027 meeting, proposals must be submitted by December 11, 2026.
Householding: Shareholders living together may receive only one set of materials.
Contact for Questions:
- Investor Relations: [email protected]
- General Counsel & Corporate Secretary: Claudia Franco Walsh, TaskUs, Inc., 1650 Independence Drive, Suite 100, New Braunfels, TX 78132.
- Annual Meeting Technical Support: A number will be posted on the virtual meeting login page.

🧠 The Analogy

Think of this proxy statement as a town hall report for a company's owners (the shareholders). The mayor (CEO) reports on a great year of growth and a new plan to thrive in the "AI era." The town council (the board) has some changing members, and the biggest landlords (Blackstone & founders) hold most of the voting power. The owners are now being asked to officially approve the council members and the town's accountant for the next year.

🧩 Final Takeaway

TaskUs is leveraging a strong 2025 to aggressively pivot towards becoming an AI services leader, while its founding team and private equity sponsor maintain tight voting control. Shareholders are being asked to affirm the current leadership direction and board composition amid this strategic transformation.

TaskUs, Inc. — DEF 14A Filing