Temenos announces the results of its 2025 Annual General Meeting of Shareholders

All agenda items except 1.3 were approved. Detailed voting results are available here and the full AGM minutes here.

In particular, the shareholders elected by a large majority Ms. Felicia Alvaro as new independent and non-executive member of the Board of Directors. The shareholders also re-elected all other members of the Board of Directors, including its Chairman, and the members of the Compensation Committee. The Compensation Committee and the Nomination & ESG Committee have now merged to form the Nomination, Compensation & Sustainability Committee (NCSC). The NCSC will fully assume all existing duties and responsibilities of the Compensation Committee while also incorporating the additional duties and responsibilities assigned to the Nomination & ESG Committee. The independent proxy holder and auditors were also elected.

For the 14th consecutive year, shareholders approved a dividend increase to CHF 1.30 per share in respect of the year ending on 31 December 2024, reflecting the strong recurring revenue model of the business and the strength of its cash flows.

The shareholders also approved the 2024 financial statements as well as the 2026 compensation for the Board of Directors and for the Executive Committee.

The Board notes that resolution 1.3, the Consultative Vote on the 2024 Compensation Report, did not receive majority support from shareholders. The Board acknowledges that shareholder concerns were primarily focused on the structure and quantum of compensation awarded to the former interim CEO, including the accelerated vesting of equity awards and limited transparency on specific award components. These payments were made under a transitional arrangement following the departure of the previous CEO in early 2024, and do not reflect the structure or design of Temenos’ executive compensation framework going forward.

The Board has since introduced significant improvements, including a revised long-term incentive plan for 2026 with enhanced performance weighting and a strengthened PSU vesting structure, reflecting the feedback received. We remain committed to continued engagement with shareholders and will ensure that our remuneration practices evolve in line with market expectations and investor priorities.