NICE · NICE Ltd.

NICE Ltd. is convening a Special General Meeting on May 28, 2026, to vote on two key proposals: the adoption of a new Compensation Policy for executive officers and directors, and the approval of CEO Scott Russell's compensation terms. The current Compensation Policy expires on July 17, 2026, and the proposed renewal includes higher equity dilution caps to better compete for executive talent in the AI and cloud software market. Specifically, the CEO's annual equity cap would increase from 0.12% to 0.25% of issued shares, and special circumstances cap from 0.20% to 0.35%. For other ELT members, annual caps rise from 0.06% to 0.125% and special caps from 0.08% to 0.175%. These adjustments are supported by a peer group analysis conducted by FW Cook, which showed NICE's current caps were below median. The company also proposes reducing the maximum value cap from $18B to $14B market capitalization. The CEO's 2026 equity award totals 140,000 units, valued at $15.4M (90-day average) or $13.3M (board date), slightly below peer median. The award structure is 50% time-based RSUs, 30% PSUs tied to revenue and operating income growth, and 20% rTSR units. The company emphasizes its conservative equity usage, with total dilution at 6.68% even under proposed caps, well below the 10% threshold. Share repurchases of $489M in 2025 have offset dilution. The meeting requires a quorum of 25% voting power, and approval needs a majority of shares present plus a special majority excluding controlling shareholders and those with personal interest. The board recommends voting FOR both proposals.