People Inc caps Diller group voting power at 48.5%, authorizes 10M share buyback

On June 16, 2026 (the “Effective Date”), Christopher Currier was appointed as Chief Accounting Officer (Principal Accounting Officer) of People Incorporated, a Delaware corporation (the “Company” or “People”), effective immediately. Prior to this appointment, Mr. Currier, age 41, served as the Company’s Senior Vice President and Controller.

Concurrently with Mr. Currier’s appointment and as of the Effective Date, Michael H. Schwerdtman, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) notified the Company that he was retiring from his position, effective as of the Effective Date, after having served in such role since November 2024 and previously from December 2004 until his retirement from his position in August 2023. Mr. Schwerdtman will remain an employee of the Company and continue to serve as an advisor from the Effective Date through February 28, 2027.

The Voting Agreement will terminate automatically upon the Voting Agreement Parties and their affiliates ceasing to beneficially own 30% or more of the voting power of the People Common Stock or upon a change of control of People.

The Voting Agreement Parties have also agreed not to, and to use commercially reasonable efforts to cause certain of their affiliated persons and entities not to, initiate or participate in any action by written consent of People’s stockholders unless an independent committee of disinterested directors of People has directed such solicitation.

On each matter brought to a vote at any annual or special meeting of the Company’s stockholders, and, subject to Section 2 below, in connection with any action proposed to be taken by written consent of the Company’s stockholders in lieu of a stockholder meeting, each of the Diller Parties shall, and shall use commercially reasonable efforts to cause the other members of the Diller Group (as defined below) to, vote or, subject to Section 2 below, duly execute and deliver a stockholder consent with respect to, as applicable, such member of the Diller Group’s allocable share of any Voting Securities that are Beneficially Owned by the Diller Group in excess of the Voting Cap Threshold (as defined below) (the “Excess Voting Securities”) in such manner (and, for the avoidance of doubt, giving effect to any differences in voting power of the Voting Securities) so as to vote the Excess Voting Securities in the same proportion as the stockholders (other than the Excluded Parties) vote their Voting Securities in respect of such matter (disregarding stockholders that do not vote). ... “Voting Cap Threshold” means the outstanding Voting Securities collectively constituting 48.5% of the total voting power of all of the outstanding Voting Securities of the Company on such matter as of the applicable record date.

For so long as this Agreement is in effect, the Diller Parties shall not, and shall use commercially reasonable efforts to cause the other members of the Diller Group not to, initiate or participate in, or encourage any other person to initiate or participate in, or otherwise facilitate, any action by written consent of stockholders of the Company in lieu of a meeting of stockholders, unless the Board of Directors of the Company, acting upon the recommendation of an Independent Committee, has directed the solicitation of such action by written consent.

This Agreement may be terminated, and shall cease to be of any further force and effect, (i) upon the mutual agreement of the Company and the Diller Parties; provided that the Parties agree that the Company’s assent to any such termination shall not be valid, and shall be of no force and effect, unless approved in advance by a duly empowered Independent Committee and (ii) automatically (and without any requirement to give notice), upon the earlier of (a) the Diller Group collectively ceasing to Beneficially Own 30% or more of the voting power of the Voting Securities then outstanding and (b) the occurrence of a Change of Control.

For all purposes hereunder, the Company and the Board, as applicable, shall act, including with respect to the granting of any consent, permission or waiver or the making of any determination, only as directed or recommended by an Independent Committee or its designees. Prior to the valid termination of this Agreement in accordance with its terms, the Company and the Board, as applicable, will ensure that an Independent Committee has been established and duly empowered to take all actions required or permitted to be taken by an Independent Committee hereunder, including, without limitation, initiating any action to enforce the terms of the this Agreement or to seek any other remedy for any breach of this Agreement.

Notwithstanding anything to the contrary herein, the provisions of this Section 1 shall not apply to any separate class vote of the Class B Common Stock or the Common Stock, as applicable, including any such separate class vote that is required under applicable law or the terms of the certificate of incorporation of the Company as then in effect, provided that (i) in the case of a separate class vote of the Class B Common Stock, the Diller Group collectively Beneficially Owns 50.1% or more of the outstanding Class B Common Stock as of the record date for determining the holders of Class B Common Stock entitled to vote separately as a class on such matter, and (ii) in the case of a separate class vote of the Common Stock, the Diller Group collectively Beneficially Owns less than 48.5% of the outstanding Common Stock (disregarding any shares of Common Stock Beneficially Owned as a result of Beneficial Ownership of shares of Class B Common Stock) as of the record date for determining the holders of Common Stock entitled to vote separately as a class on such matter.