WM Technology Shareholders Reject Board Overhaul at Annual Meeting

Key Points

• WM Technology shareholders rejected a proposal to declassify the board and move to annual elections for all directors, so the company will keep its current classified board structure.
• With the board structure unchanged, shareholders elected Brenda Freeman, Brent Cox and Harry DeMott as Class 2 directors to terms ending at the 2029 annual meeting.
• Investors also approved executive compensation on an advisory basis and ratified Macias, Gini & O’Connell LLP as the company’s independent auditor for fiscal 2026.

WM Technology NASDAQ: MAPS stockholders did not approve a proposal to amend the company’s certificate of incorporation to declassify its board of directors and move to the immediate annual election of all directors, according to preliminary results announced during the company’s 2026 Annual Meeting of Stockholders.

The virtual meeting was led by Chief Executive Officer Doug Francis, who said the meeting had originally been convened on June 24, 2026, before being adjourned until the reconvened session. Francis introduced Chief Financial Officer Susan Echard and board members Anthony Bay, Brent Cox, Harry DeMott, Brenda Freeman, Glen Ibbott and Nick Rellas. Brian Camire, WM Technology’s general counsel, served as secretary of the meeting and inspector of election.

Board Declassification Proposal Fails

The first proposal asked stockholders to approve an amendment to WM Technology’s certificate of incorporation that would declassify the board and provide for the immediate annual election of all directors. Francis said that if the proposal had been approved, the meeting would have paused while the company filed the amendment with the Delaware Secretary of State, after which all seven board members would have stood for election to one-year terms expiring at the 2027 annual meeting.

Based on a preliminary vote count, Francis announced that the declassification proposal was not approved. As a result, the company proceeded under its existing classified board structure.

Class 2 Directors Elected

Because the board was not declassified, stockholders voted on the election of three Class 2 directors rather than the full board. The nominees were Brenda Freeman, Brent Cox and Harry DeMott. Francis said each was elected to serve until the 2029 Annual Meeting of Stockholders, or until a successor has been duly elected and qualified, unless earlier death, disqualification, resignation or removal occurs.

Say-on-Pay Approved, Auditor Ratified

Stockholders also approved, on an advisory basis, the compensation paid to the company’s named executive officers for the year ended Dec. 31, 2025, as disclosed in the proxy statement. In addition, they ratified the Audit Committee’s selection of Macias, Gini & O’Connell LLP as WM Technology’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026.

• The board declassification amendment was not approved.
• The advisory vote on 2025 executive compensation was approved.
• Macias, Gini & O’Connell LLP was ratified as the company’s independent registered public accounting firm for fiscal 2026.
• Brenda Freeman, Brent Cox and Harry DeMott were elected as Class 2 directors.

No Stockholder Questions Submitted

Camire reported that a quorum was present, with a majority of the voting power of outstanding shares represented virtually or by proxy. He also said the company had a complete stockholder list as of the April 27, 2026, record date and an affidavit certifying that notice of the annual meeting had been mailed beginning April 28, 2026.

After the formal business concluded, Camire said WM Technology had not received any previously submitted stockholder questions relevant to the business of the meeting. The company said final voting results will be reported in a current report on Form 8-K to be filed with the Securities and Exchange Commission within four business days after the meeting.

About WM Technology NASDAQ: MAPS

WM Technology, Inc is a software-as-a-service provider that delivers cloud-based solutions to the wealth and asset management industry. The company's platform is designed to support financial advisors, broker-dealers and registered investment advisors with digital investment advice, portfolio management, performance reporting and compliance monitoring.

WM Technology's product suite includes tools for streamlined client onboarding, interactive financial planning, automated portfolio rebalancing and tax-aware investment strategies.

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