DEF: Freedom Holding Corp. Announces 2026 Annual Meeting Details
Proxy Statement
Freedom Holding Corp. has issued its definitive proxy statement detailing the upcoming 2026 Annual Meeting of Stockholders, scheduled for September 16, 2026, to be held virtually.
Summary
- Freedom Holding Corp. is holding its 2026 Annual Meeting of Stockholders virtually on September 16, 2026, at 10:00 a.m. EDT.
- Stockholders can attend, vote, and submit questions online via www.virtualshareholdermeeting.com/FRHC2026 using a 16-digit control number.
- The meeting agenda includes the election of two Class I directors, a non-binding advisory vote on executive compensation, and the ratification of Deloitte LLP as the independent registered public accounting firm for fiscal year 2027.
- Proxy materials will be available online starting August 4, 2026, with options to access digitally or request paper copies.
- The record date for determining stockholders eligible to vote is July 20, 2026.
- Voting can be done by mail, internet, or telephone, with deadlines for mailed and electronic/telephone votes by September 15, 2026.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral filing, as it primarily concerns procedural matters for the annual meeting and does not contain new financial performance data or strategic announcements that would significantly alter the company's valuation.
Positives
- The company is utilizing a virtual meeting format, which can increase accessibility and reduce costs.
- A clear process for attending, voting, and submitting questions is provided to stockholders.
- The company is providing multiple voting options (internet, telephone, mail) to accommodate stockholders.
- The use of internet availability for proxy materials aims to reduce environmental impact and printing costs.
Negatives
- The filing does not contain financial performance data for the fiscal year ended March 31, 2026, as it is a proxy statement, not an earnings report.
Risks
- Broker non-votes could impact the election of directors if stockholders do not provide voting instructions to their brokers.
- The company is a Controlled Company under Nasdaq rules, meaning it is not required to have a majority of independent directors, though currently it does.
- The company's policy prohibits directors, officers, and certain employees from engaging in short sales, hedging, or pledging of company securities.
Future Outlook
The company will hold its 2027 Annual Meeting of Stockholders, where an advisory vote on executive compensation is planned. The company also expects to make changes to NEOs base salary and/or make discretionary cash bonus and/or equity incentive awards for the 2027 fiscal year.
Management Comments
- "Your vote is important to us."
- "We believe this method of distribution makes the proxy distribution process more efficient and less costly and will limit our impact on the environment."
- "We encourage you to please vote your shares now."
- "This is an important meeting. To ensure proper representation at the meeting, please follow the instructions on the Notice of Internet Availability of Proxy Materials to authorize a proxy to vote your shares via the internet or telephone, or by requesting, signing, dating and returning a proxy card."
- "The Board believes that it is in the best interests of the Company and our stockholders for Mr. Turlov to serve as Chief Executive Officer and Chairman of the Board."
Industry Context
StockSavvy.ai notes that the virtual format for annual meetings has become increasingly common in the financial services industry, driven by efficiency and accessibility, especially following trends accelerated by recent global events. The focus on director elections, executive compensation, and auditor ratification are standard agenda items for publicly traded companies in this sector.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Class I Director | Askar Tashtitov | Askar Tashtitov | 2026-09-16 | Nominated for re-election to serve until the 2029 Annual Meeting. |
| Class I Director | Boris Cherdabayev | Boris Cherdabayev | 2026-09-16 | Nominated for re-election to serve until the 2029 Annual Meeting. |
| Chief Financial Officer | Evgeny Ler | Valeriy Kim | 2026-06-25 | Evgeny Ler transitioned to Special Advisor to the CEO; Valeriy Kim appointed CFO. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Leadership Structure | The Board believes it is in the best interests of the Company and stockholders for Timur Turlov to serve as both Chief Executive Officer and Chairman of the Board. | Ongoing | Combines leadership roles, potentially streamlining decision-making but concentrating power. Independent directors provide oversight. |
| Committee Membership Re-assignment | Effective March 30, 2026, Timur Turlov was removed from the compensation committee. | 2026-03-30 | Enhances independence of the compensation committee by removing the controlling stockholder as a member. |
| Director Independence | The company is a Controlled Company under Nasdaq rules due to Timur Turlov's ownership, exempting it from certain independence requirements. However, as of the proxy statement date, key committees (Audit, Nominating & Corporate Governance, Compensation, Transactions) consist solely of independent directors. | Ongoing | While not required, the current composition of committees with independent directors is a positive governance practice. |
Related Party Transactions
- Customer liabilities of $985 million from ITS Central Securities Depository Limited (controlled by Timur Turlov) held by Freedom EU as of March 31, 2026.
- Customer liabilities of $12,091 million from Turlov Family Office Securities (PTY) LTD (wholly owned by Timur Turlov) held by Freedom Bank KZ as of March 31, 2026.
- The Company provides voluntary credit risk insurance for loans originated by Microfinance organization Freedom Finance Credit LLP (controlled by Timur Turlov), recognizing $6,789 million in net insurance revenue for the year ended March 31, 2026.
- The Company incurred advertising and sponsorship expenses of $10,026 million to Kazakhstan Chess Federation and $10,705 million to Freedom Youth Football League of Kazakhstan (entities where Timur Turlov holds management positions or related ownership) for the year ended March 31, 2026.
Stakeholder Impact
- Stockholders: Will vote on director elections, executive compensation, and auditor ratification, influencing corporate governance and executive pay practices.
- Employees: Indirectly impacted by executive compensation decisions and corporate governance practices that affect company strategy and long-term value.
- Creditors: Indirectly impacted by the company's financial health and governance, which influence its ability to meet obligations.
Next Steps
- Stockholders to vote on the proposed items for the 2026 Annual Meeting.
- The company will report voting results in a Form 8-K within four business days after the meeting.
- Stockholders can submit proposals for the 2027 Annual Meeting by March 31, 2027 (for Rule 14a-8 proposals) or within specific windows for proxy access nominations.
Key Dates
| Date | Description |
|---|---|
| 2026-07-20 | Record date for determining stockholders eligible to vote at the 2026 Annual Meeting. |
| 2026-08-04 | Anticipated date for mailing the Notice of Internet Availability of Proxy Materials. |
| 2026-09-15 | Deadline for receiving mailed proxy cards and for internet/telephone votes. |
| 2026-09-16 | Date of the 2026 Annual Meeting of Stockholders. |
Recommendation
holdThis filing is a routine proxy statement for an annual meeting and does not contain new financial performance data, strategic updates, or significant risk disclosures that would warrant a change in investment recommendation. It outlines standard corporate governance procedures and upcoming votes.
Keywords
Annual Meeting, Proxy Statement, Director Election, Executive Compensation, Auditor Ratification, Virtual Meeting, Stockholder Vote, Corporate Governance
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