Sector: Financials
FIRSTCASH HOLDINGS INC · Meeting: June 9, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Berce has served since 2016, has strong financial expertise as a former CEO of a major auto finance company, chairs the Audit Committee, meets attendance requirements, holds no disqualifying outside board seats, and FCFS's 3-year TSR outperforms the compensation peer group median by +115.9pp — far exceeding the 65pp threshold needed to trigger a concern.
Faulkner has served since 2009 as Lead Independent Director, brings broad executive and Latin America experience, meets attendance requirements, holds no disqualifying outside board seats, and FCFS's 3-year TSR outperforms the compensation peer group median by +115.9pp — well above the 65pp trigger threshold.
Owen has served since 2009, brings senior financial and healthcare executive experience, chairs the Nominating and Corporate Governance Committee, meets attendance requirements, holds no disqualifying outside board seats, and FCFS's strong 3-year TSR performance well exceeds any trigger threshold.
All three director nominees pass every policy screen: no overboarding, no attendance issues, no familial relationships with management, and FCFS's 3-year total shareholder return of +131.4% outperforms the compensation peer group median by +115.9 percentage points — comfortably above the 65pp threshold required to trigger a concern for companies with strong positive absolute returns. All three nominees receive a FOR vote.
CEO
Rick L. Wessel
Total Comp
$15,658,761
Prior Support
95%%
The CEO's total compensation of $15.7 million reflects exceptional performance: adjusted diluted earnings per share grew 31%, net income grew 28%, and the 3-year total shareholder return of approximately 91% significantly outpaced the compensation peer group median of 27% — meaning above-benchmark incentive pay was clearly earned by shareholders who saw strong returns. The pay structure is well-designed with over 60% of CEO compensation in variable, performance-based elements tied to multi-year earnings and relative shareholder return metrics, and the company maintains a robust clawback policy. Prior year say-on-pay support was 95%, indicating broad shareholder satisfaction with the program.
Auditor
RSM US LLP
Tenure
10 yrs
Audit Fees
$1,661,305
Non-Audit Fees
$1,222
RSM has served as FCFS's auditor since August 2016 (approximately 10 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees in 2025 were only $1,222 — a tiny fraction of audit fees of $1,661,305 — so there is no independence concern from excessive non-audit work. RSM is a large national firm appropriate for a $9.4B market cap company, and no material financial restatements are noted.
1 proposal submitted by shareholders
Proposal 4
This is a board-proposed reincorporation from Delaware to Texas, evaluated under the charter amendment framework by comparing the new governance baseline against the current one. The Texas governing documents preserve or modestly improve shareholder rights relative to the current Delaware documents in key respects: shareholders gain the ability to call special meetings (at a 50% threshold, whereas current Delaware bylaws allow no shareholder-called special meetings), the majority voting standard for fundamental transactions is preserved, no ownership thresholds are imposed on shareholder proposals or derivative suits, and the company saves over $200,000 annually in Delaware franchise taxes. The new documents introduce a jury trial waiver for internal affairs claims and move to a less mature legal system, which are minor negatives, but overall the transition represents an improvement from the current baseline and the core governance package is pro-shareholder on net.
The 2026 FirstCash Holdings annual meeting ballot is straightforward and shareholder-friendly across all proposals: the three director nominees are well-qualified with no governance red flags, FCFS's outstanding 3-year total shareholder return (+131.4%) dwarfs its peer group median (+15.5%), the CEO's pay was clearly earned through exceptional financial results, the auditor relationship is clean with minimal non-audit fees and only 10 years of tenure, and the Texas reincorporation proposal modestly improves shareholder rights versus the current Delaware baseline. All four proposals receive a FOR vote.
18 companies disclosed in 2026 proxy filing
