Sector: Information Technology
WEAVE COMMUNICATIONS INC · Meeting: June 10, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Two Class II Directors
Scanlon has served since May 2022 (approximately 4 years), has strong financial credentials including former CFO and CEO roles at public companies and serves as the audit committee financial expert; WEAV's 3-year price return of +13.4% trails the XLV sector ETF by only +0.7 percentage points, well below the 50-point threshold required to trigger an AGAINST vote under the low-positive TSR band, so no TSR concern applies.
Tomlin has served since December 2020 (over 5 years), brings technology marketing and public company board experience relevant to Weave's business; WEAV's 3-year return is within 1 percentage point of the XLV benchmark, far below the 50-point underperformance threshold needed to trigger an AGAINST vote, and the 5-year check also shows no disqualifying underperformance.
Both Class II nominees pass all policy screens: no overboarding, no attendance issues disclosed, no familial relationships with management, no independence concerns, and WEAV's 3-year TSR (+13.4%) effectively matches the XLV sector ETF benchmark (+12.7%), producing a gap of only +0.7 percentage points against the 50-point trigger threshold for the low-positive TSR band — a comfortable pass on all dimensions.
CEO
Brett White
Total Comp
$5,220,802
Prior Support
N/A
CEO Brett White received total compensation of approximately $5.2 million in 2025, which is within a reasonable range for a CEO at a ~$400 million market-cap healthcare technology company; the pay mix is heavily weighted toward variable compensation — roughly 90% of total pay comes from stock awards and performance-based cash bonuses, well above the 50-60% variable threshold the policy requires. The annual cash bonus plan used objective, measurable metrics (revenue weighted 70% and non-GAAP operating income weighted 30%) and paid out at approximately 92% of target, reflecting actual performance that fell just short of target levels — this is appropriate pay-for-performance alignment. No prior Say on Pay vote result is disclosed in this filing, so no prior-year-support trigger applies, and no other policy flags (clawback adequacy, excessive dilution, or fixed-pay dominance) are triggered by the disclosed facts.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,573,767
Non-Audit Fees
$2,000
Non-audit fees for 2025 were only $2,000 against audit fees of $1,573,767, a ratio of well under 1% — far below the 50% threshold that would raise independence concerns; PricewaterhouseCoopers is a Big 4 firm appropriate for a public company of this size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot be applied, and no material restatements are noted.
Meeting held June 10, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| George Scanlon | 63.7% | 26.5M | 15.1M | ✓ Elected |
| Debra Tomlin | 63.3% | 26.4M | 15.3M | ✓ Elected |
Auditor Ratification
For 63.4M · Against 12,382 · Abstain 16,200
The 2026 Weave Communications annual meeting ballot contains two proposals: election of two Class II directors and ratification of PricewaterhouseCoopers as auditor. Both nominees pass all director policy screens and the auditor relationship is clean with negligible non-audit fees; no Say on Pay proposal appears on this ballot, and no stockholder proposals were submitted for this meeting.