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Alight, Inc. / Delaware

For the period ended Dec 31, 2025. Filed Apr 27, 2026.

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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.

Dec 31, 2025 · Filed Apr 27, 2026

ALIT$12.86+0.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

Alight, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Proxy

Statement

OUR WAY FORWARD

THREE OPERATING PRINCIPLES

Deliver service and operational excellence

Innovate products that create real value and

actionable insights

Build relationships that result in enduring,

trusted partnerships

Letter to Stockholders

April 27, 2026

DEAR FELLOW ALIGHT STOCKHOLDERS

On behalf of the entire Board of Directors, thank you for your continued trust and investment in Alight. We invite you to

attend Alight’s 2026 annual meeting of stockholders, scheduled to be held on June 10, 2026, at 1:00 p.m. Central Time in

a virtual meeting format, via live webcast. The accompanying Notice of Annual Meeting of Stockholders and Proxy

Statement detail the matters to be considered. Also included are a proxy card and postage-paid return envelope.

We look forward to many exciting opportunities in 2026. We start the year with a strong cash position and an undrawn

revolving credit facility. We had a unique opportunity to reevaluate our future capital allocation strategy given the deferral

of our tax receivable agreement payments in 2027 and 2028. We believe dividends are not the most efficient use of our

capital at this time and, as a result, we decided to prioritize deleveraging and opportunistic share repurchases in addition

to reinvesting in the business. We believe unlocking our capital allocation gives us the flexibility to maximize long-term

shareholder value.

We enter 2026 with a continued focus on execution. We have a clear understanding of the work ahead and a sharpened

near-term strategy designed to strengthen our operational foundation and position Alight for long-term, profitable growth.

Across our client base, one message is unmistakably consistent: our clients want to be with Alight. They rely on us to help

navigate increasingly complex health, wealth and leave programs, and they expect flawless service, modern experiences

and strategic insights that drive better outcomes for their employees. This reinforces our conviction in Alight’s competitive

advantages and value proposition that define our company—our scale, our deep domain expertise and our ability to

orchestrate benefits experiences with precision, empathy and care.

To deliver on this opportunity, we have established three operating principles that guide our work and unify the

organization. To support these efforts, we are planning to re-invest more than $100 million in 2026.

  1. Deliver service and operational excellence

We are transforming our delivery operations—modernizing process workflows, enhancing call center capabilities and

accelerating the insourcing of critical delivery service capabilities. These actions address the “last mile” of service quality

where flawless execution matters most, and they support our commitment that 99% is not enough when participants

depend on us during their most critical moments.

Letter to Stockholders

  1. Innovate products that create real value and actionable insights

Alight’s data lake—enriched by decades of participant interactions—uniquely positions us to deliver more personalized,

predictive and outcome-driven experiences. Enabled by AI, we are re-imagining user experiences and delivering

actionable insights for our clients and their people. For example, our conversational AI pilot during fall annual enrollment

with two major clients led to meaningful reductions in channel switching, demonstrating our use of technology to power

confident decisions while realizing efficiencies in our own operations. In 2026, we will further scale AI-driven navigation

and continue shaping a benefits experience centered on simplicity, clarity and proactive support. We are strengthening our

solutions-based approach by appointing leaders with deep industry expertise for our Health & Navigation, Wealth and

Leaves solutions to drive innovation and close product gaps.

  1. Build relationships that result in enduring, trusted partnerships

The recent merger of our commercial and client management teams allows us to better serve current clients, expand

opportunities within our existing base and more effectively pursue new clients. In addition, our operating efficiency,

expertise and breadth of solution offerings position us well to vigorously establish new partner collaborations that allow us

to serve as the front door to a holistic benefits experience. Deepening relationships—built on trust, responsiveness and

strategic guidance—remain essential to strengthening renewals and to durable, predictable growth. Our commitment is

simple: when clients call, we show up.

Our priorities are clear, and our leadership team and colleagues are aligned around the actions required to build

momentum and expand our market position. With disciplined execution across our operating principles, we believe Alight

is well positioned to return to sustained, profitable growth.

Sincerely,

Rohit Verma, Chief Executive Officer and Director

Notice of Annual Meeting of Stockholders

2025 PROXY STATEMENT

Notice of Annual

Meeting of Stockholders

The 2026 annual meeting of stockholders (including any adjournments, postponements, or continuations thereof, the “Annual Meeting”)

of Alight, Inc. (the “Company”) will be held virtually on Wednesday, June 10, 2026 at 1:00 p.m. Central Time.

VIRTUAL LOCATION

You can attend the Annual Meeting online, vote your shares

electronically and submit your questions during the Annual

Meeting by visitingwww.virtualshareholdermeeting.com/

ALIT2026. To participate in the Annual Meeting, you must pre-

register atwww.virtualshareholdermeeting.com/ALIT2026. by

11:59 p.m. Central Time on June 8, 2026.

DATE AND TIME

Wednesday, June 10, 2026

1:00 p.m. Central Time

Items of Business

Proposal No.BoardRecommendation
1.To elect three Class II director nominees named in the Proxy Statement to our Board of Directors (the “Board”).Each of the director nominees named in the Proxy Statement is standing for election for a three-year term ending at the 2029 annual meeting of stockholders (the “2029 Annual Meeting”) and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, or removal.FOR EACH NOMINEE
2.To ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for 2026.FOR
3.To approve, on an advisory (non-binding) basis, the 2025 compensation paid to our named executive officers.FOR
4.To approve an amendment to the Company’s Certificate of Incorporation (the “Alight Charter”) to declassify the Board.FOR
5.To approve an amendment to the Alight Charter to provide for the elimination of certain officers’ personal liability for monetary damages stemming from breaches of the duty of care as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”).FOR
6.To approve a series of four alternate amendments to the Alight Charter to authorize the Board to effect reverse stock splits of the outstanding shares of common stock at ratios of 1-for-10, 1-for-20, 1-for-30 and 1-for-40 (the “Reverse Stock Splits”) and corresponding decreases in authorized shares.FOR

Stockholders will also act on such other matters as may properly come before the Annual Meeting.

Notice of Annual Meeting of Stockholders

Record Date

You are entitled to receive notice of, and to vote at, the Annual Meeting if you were a stockholder of record at the close of business on

April 22, 2026 (the “record date”). A list of the stockholders of record at the record date will be available electronically during the Annual

Meeting atwww.virtualshareholdermeeting.com/ALIT2026.

Voting

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible

by following the instructions on the enclosed proxy card so that your shares are represented and your voice is heard.

Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

Stockholders of record as of the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting. Such

stockholders are urged to submit an enclosed proxy card, even if their shares were sold after such date. More information on voting

your enclosed proxy card and attending the Annual Meeting can be found in the accompanying Proxy Statement and the instructions on

the enclosed proxy card.

Attendance and Participation at the Annual Meeting

Attendance at the Annual Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the

close of business on the record date and guests of the Company. You will not be able to attend the Annual Meeting in person at a

physical location. In order to attend the virtual meeting, you will need to pre-register atwww.virtualshareholdermeeting.com/ALIT2026

by 11:59 p.m. Central Time on June 8, 2026. Please see “How may I participate in the virtual Annual Meeting?” in the accompanying

Proxy Statement for instructions about how to pre-register. Once pre-registered, stockholders as of the record date will be able to attend

the virtual Annual Meeting by visiting the link above, where you will be able to listen to the meeting live, submit questions, and vote.

If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor, MacKenzie Partners, Inc., 7

Penn Plaza, New York, New York, 10001, Stockholders Call Toll-Free: +1 (800) 322-2885 (U.S. and Canada) or +1 (212) 929-5500 (all

other countries, banks and brokers).

By Order of the Board of Directors,

Martin T. Felli

Chief Legal Officer and Corporate Secretary

April 27, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 10, 2026:

The Notice of Internet Availability, the accompanying Proxy Statement and our Annual Report are available free of charge at

www.proxyvote.com. As permitted by the rules of the Securities and Exchange Commission (the “SEC”), we are furnishing our proxy

materials to stockholders over the Internet. We sent a Notice of Internet Availability of Proxy Materials on or about April 27, 2026 to our

stockholders of record at the close of business on April 22, 2026. The notice contains instructions on how to access our Proxy

Statement and Annual Report and vote online. A list of the stockholders of record at the close of business on the Record Date will also

be available electronically during the Annual Meeting atwww.virtualshareholdermeeting.com/ALIT2026.

CONTENTS

Letter to Stockholders
Notice of Annual Meeting of Stockholders
12026 Proxy Statement Summary
1Background
1Proxy Voting Methods
2Proposals
3Corporate Governance Highlights
3Executive Compensation Highlights
4Investor Engagement
4Awards and Recent Recognition
5Questions and Answers About Our Annual Meeting
12Proposal No. 1: Election of Directors
12Our Board of Directors
22Director Compensation
24Executive Officers
27Corporate Governance
35Security Ownership of Certain Beneficial Owners and Management
37Certain Relationships and Related Person Transactions
41Executive Compensation
66Proposal No. 2: Appointment of Independent Registered Public Accounting Firm
68Proposal No. 3: To Approve, on an Advisory (Non-Binding) Basis, the 2025 Compensation Paid to Our Named Executive Officers
69Proposal No. 4: To Approve an Amendment to the Alight Charter to Declassify the Board
71Proposal No. 5: To Approve an Amendment to the Alight Charter to Extend Exculpatory Protection to Certain Alight Officers
73Proposal No. 6: To Approve Alternate Amendments to the Alight Charter to Effect the Reverse Stock Splits and Corresponding Decreases in Authorized Shares
83Additional Information Regarding Our Annual Meeting
86Appendices

In this Proxy Statement, we refer to Alight, Inc. as “Alight,” the “Company,” “we,” and “us” (as the context requires), the Company’s

Board of Directors as the “Board,” and the Company’s 2026 Annual Meeting of Stockholders, including any adjournments,

postponements, or continuations thereof, as the “Annual Meeting.”

Proxy Statement and Meeting OverviewBoard of DirectorsCorporateGovernanceExecutiveCompensationAuditorApprovalSay-On-PayBoard DeclassificationOfficer ExculpationReverse Stock SplitAdditionalInformation

1

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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.