Sector: Consumer Discretionary
KINDERCARE LEARNING COMPANIES INC · Meeting: June 4, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Nuzzo joined the board in 2021 (roughly 4.5 years ago), has strong relevant finance and retail operating experience, attended all required meetings, and while KLC has underperformed its peer group since its October 2024 IPO the company has only ~15 months of trading history, making a meaningful 3-year TSR trigger inapplicable; no overboarding, independence, or qualification concerns.
Wyatt has served since 2012 and is the returning CEO and Chairman; KLC went public only in October 2024, meaning there is less than 18 months of public trading history, which makes a 3-year TSR trigger inapplicable; his deep institutional knowledge, continuity as founder-era CEO, and relevant consumer/childcare experience support a FOR vote, and no overboarding or attendance concerns are noted.
Desravines joined in 2021, serves as Lead Independent Director, has relevant education-sector leadership experience (over 14 years as CEO of New Leaders and now President of The Wallace Foundation), attended all required meetings, and the sub-18-month public trading history makes the TSR trigger inapplicable; no overboarding, independence, or qualification concerns.
All three nominees — Nuzzo (Class II), Wyatt (Class II, CEO), and Desravines (Class I, moving from Class III to rebalance the board) — pass all policy screens. KLC has been public for only approximately 15 months as of the meeting date, making the 3-year TSR underperformance trigger inapplicable to any director. All directors attended at least 75% of meetings, none are overboarded, and each brings relevant experience.
CEO
Tom Wyatt
Total Comp
$2,493,870
Prior Support
99.7%%
Tom Wyatt's reported total compensation of $2,493,870 for fiscal 2025 reflects only about one month of service as CEO (he returned December 2, 2025) and is almost entirely composed of a cash long-term incentive payout earned under a 3-year plan tied to cumulative EBITDA targets — actual base salary paid was just $78,750 — making this a low and structurally reasonable pay outcome for the period. The company's annual cash bonus plan paid out at only 36.7% of target for participating executives, reflecting genuine performance discipline given that EBITDA came in just above threshold and revenue missed threshold entirely, which demonstrates that the incentive structure is working as intended. The prior say-on-pay vote received 99.7% support, the company has a required clawback policy in place, and the overall pay program appropriately shifted toward equity-based long-term incentives following the IPO; no policy triggers for a negative vote are met.
Auditor
PricewaterhouseCoopers LLP
Tenure
2 yrs
Audit Fees
$4,032,000
Non-Audit Fees
$32,000
PwC has served as KLC's auditor since May 2024 (approximately 2 years), well below the 25-year tenure threshold; non-audit fees (tax fees of $30,000 plus other fees of $2,000 = $32,000) represent less than 1% of audit fees of $4,032,000, far below the 50% independence-concern threshold; PwC is a Big 4 firm appropriate for a company of KLC's size and complexity; no material restatements or audit failures were identified.
Meeting held June 4, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| John T. (Tom) Wyatt | 99.8% | 102.4M | 151,226 | ✓ Elected |
| Michael Nuzzo | 99.7% | 102.3M | 284,139 | ✓ Elected |
| Jean Desravines | 91.8% | 94.1M | 8.4M | ✓ Elected |
Say on Pay
For 97.2M · Against 5.3M · Abstain 2,927
Auditor Ratification
For 112.3M · Against 120,222 · Abstain 9,550
KLC's 2026 annual meeting ballot contains three standard proposals — director elections, auditor ratification, and advisory say-on-pay — all of which pass the applicable policy screens and receive FOR determinations. The company's very short public trading history (approximately 15 months since its October 2024 IPO) means the director TSR trigger is not yet applicable, PwC is a newly engaged Big 4 auditor with a clean fee ratio, and executive pay in fiscal 2025 reflected genuine restraint given below-target financial performance and a CEO who served in that role for only one month of the fiscal year.
20 companies disclosed in 2026 proxy filing