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
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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:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting 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):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee 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.
- 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
- 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.
- 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 | |
| 1 | 2026 Proxy Statement Summary |
| 1 | Background |
| 1 | Proxy Voting Methods |
| 2 | Proposals |
| 3 | Corporate Governance Highlights |
| 3 | Executive Compensation Highlights |
| 4 | Investor Engagement |
| 4 | Awards and Recent Recognition |
| 5 | Questions and Answers About Our Annual Meeting |
| 12 | Proposal No. 1: Election of Directors |
| 12 | Our Board of Directors |
| 22 | Director Compensation |
| 24 | Executive Officers |
| 27 | Corporate Governance |
| 35 | Security Ownership of Certain Beneficial Owners and Management |
| 37 | Certain Relationships and Related Person Transactions |
| 41 | Executive Compensation |
| 66 | Proposal No. 2: Appointment of Independent Registered Public Accounting Firm |
| 68 | Proposal No. 3: To Approve, on an Advisory (Non-Binding) Basis, the 2025 Compensation Paid to Our Named Executive Officers |
| 69 | Proposal No. 4: To Approve an Amendment to the Alight Charter to Declassify the Board |
| 71 | Proposal No. 5: To Approve an Amendment to the Alight Charter to Extend Exculpatory Protection to Certain Alight Officers |
| 73 | Proposal No. 6: To Approve Alternate Amendments to the Alight Charter to Effect the Reverse Stock Splits and Corresponding Decreases in Authorized Shares |
| 83 | Additional Information Regarding Our Annual Meeting |
| 86 | Appendices |
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 Overview | Board of Directors | CorporateGovernance | ExecutiveCompensation | AuditorApproval | Say-On-Pay | Board Declassification | Officer Exculpation | Reverse Stock Split | AdditionalInformation |
|---|
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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.