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VERRA MOBILITY Corp

For the period ended May 19, 2026. Filed Apr 6, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 19, 2026 · Filed Apr 6, 2026

VRRM$2.19-5.6%Stored close · as of Nov 6, 2026
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PROPOSAL 2: Advisory Vote to Approve Executive Compensation

As required by Section 14A of the Exchange Act, we are asking our stockholders to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement (also known as a “say-on-pay” proposal). We currently plan to conduct this non-binding vote to approve executive compensation annually, with the next advisory vote taking place at the 2027 annual meeting of stockholders.

As described in the section entitled “Compensation Discussion and Analysis,” our executive compensation program is designed to drive and reward performance and align the compensation of our named executive officers with the interests of our stockholders. We believe that our compensation program effectively aligns the interests of our employees and our stockholders and rewards superior short-term and long-term financial and operational performance. Please read the section entitled “Compensation Discussion and Analysis” beginning on page 28 and the compensation tables and narrative disclosure that follow for specific details about our executive compensation program. Your advisory vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to the compensation of our named executive officers described in this Proxy Statement.

Accordingly, we are asking our stockholders to vote FOR the following resolution:

Resolved, that the stockholders hereby approve, on an advisory and non-binding basis, the compensation paid to Verra Mobility’s named executive officers, as disclosed in its proxy statement for the 2026 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the SEC, including in the Compensation Discussion and Analysis, the compensation tables and the narrative discussions that accompany the compensation tables.

The approval of this advisory proposal requires the affirmative vote of a majority of the votes cast by our stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon.

As an advisory vote, this proposal will not be binding on us, our Board or our compensation committee in any way. As such, the results of the vote will not create or imply any change to the fiduciary duties of any members of our Board. Notwithstanding the advisory non-binding nature of this vote, our Board values the opinions of our stockholders, and will consider the outcome of the vote when setting the frequency of the advisory vote on executive compensation.

At our 2025 annual meeting of stockholders, approximately 94.6% of the votes cast, excluding broker non-votes and abstentions, on the non-binding advisory vote on the compensation of our named executive officers were voted in favor of the proposal.

Our Board recommends a vote FORthe approval, on an advisory non-binding basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.

2026 PROXY STATEMENT17

Proposal 3: Advisory Vote on Frequency of Say-on-Pay Vote

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.