exfy-20250425

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 Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

EXPENSIFY, INC.

(Name of the 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):


☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Table of Contents
	401 SW 5th Ave Portland, OR 97204	David Barrett Founder, CEO and Director

April 25, 2025

Dear Stockholder,

We cordially invite you to attend our 2025 Annual Meeting of Stockholders, to be held on Friday, June 13,

2025 at 10:00 a.m. (Pacific Time). The annual meeting will be a completely “virtual” meeting, conducted

via live audio webcast, and you will not be able to attend the meeting in person. We believe the

environmentally friendly virtual meeting format will provide expanded access, improved communication

and cost savings for us and our stockholders. You will be able to attend the annual meeting, as well as

vote and submit your questions during the live webcast of the meeting, by visiting

www.virtualshareholdermeeting.com/EXFY2025 and entering the company number and control number

included on your proxy card or in the instructions that accompany your proxy materials.

The Notice of Annual Meeting of Stockholders and the proxy statement that follow describe the business

to be conducted at the meeting.

Whether or not you plan to attend the virtual annual meeting, your vote is very important and we

encourage you to vote promptly. You may vote in advance by either marking, signing and returning the

enclosed proxy card or using telephone or internet voting. For specific instructions on voting, please refer

to the instructions on your enclosed proxy card if you received paper copies of the proxy materials, or on

the Notice of Internet Availability of Proxy Materials. If you are a record holder and attend the virtual

annual meeting, you will have the right to revoke your proxy and vote your shares virtually at the meeting.

If you hold your shares through an account with a brokerage firm, bank, broker-dealer or other nominee,

please follow the instructions you receive from them.

Sincerely,

David Barrett

Founder, CEO and Director


Table of Contents
	401 SW 5th Ave Portland, OR 97204	Cole Eason Chief Compliance Officer and Corporate Secretary

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


When	Friday, June 13, 2025 at 10:00 a.m. PDT
Where	Virtually at www.virtualshareholdermeeting.com/EXFY2025
Items of Business	1.Election of the eight director nominees named in this Proxy Statement to serve on our Board of Directors until the 2026 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified. The Executive Committee of the Board of Directors (the “Executive Committee”) on behalf of the Board of Directors recommends a vote “FOR” each nominee.
	2.Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2025. The Executive Committee on behalf of the Board of Directors recommends a vote “FOR” this proposal.
	3.Approval, on an advisory basis, of the compensation of our named executive officers. The Executive Committee on behalf of the Board of Directors recommends a vote “FOR” this proposal.
	4.Transaction of any other business which may properly come before the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) or any adjournment, continuation or postponement of the Annual Meeting.
Who Can Vote	Only stockholders of record as of the close of business on April 22, 2025 will be entitled to notice of, and to vote at the Annual Meeting.
As permitted by the rules of the Securities and Exchange Commission, we have elected to furnish our proxy materials to stockholders by providing access to the proxy materials on the internet. Accordingly, we are sending our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) rather than a paper set of the proxy materials, unless a stockholder has previously requested printed materials. The Notice includes instructions on how to access our proxy materials over the internet, as well as how to request the materials in paper form.
Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend the virtual meeting. The Notice includes instructions on how to vote, including by internet or telephone. If you hold your shares through a brokerage firm, bank, broker-dealer or other nominee, please follow the instructions you receive from them.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE

SEC Form DEF 14A filed by Expensify Inc.