ALIT Alight Inc

June 4, 2024

DEAR FELLOW ALIGHT STOCKHOLDERS,

Thank you for your support of Alight. On behalf of the entire Board of Directors, we invite you to attend Alight’s 2024 annual meeting of stockholders, scheduled to be held on July 2, 2024 at 12:30 p.m. Central Time in a virtual meeting format, via a live webcast. The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describe the business to be conducted at the Annual Meeting. Also included are a proxy card and postage-paid return envelope.

We have achieved significant progress on our transformation strategy to pivot Alight towards a higher-growth, higher-margin operating model, which we expect to drive medium- and long-term value creation for our stockholders. We have achieved this progress through a combination of investing in our integrated platform and ensuring we have the optimal mix of capabilities and portfolio composition. As part of our transformation, our Board and management recently conducted a comprehensive and rigorous strategic portfolio review and subsequently announced the sale of our Professional Services and HCM & Payroll Outsourcing businesses to H.I.G. Capital for up to $1.2 billion. This transaction reflects an attractive price and is expected to accelerate our strategic roadmap, enabling us to pull forward the achievement of several midterm financial targets by multiple years. We expect to use the transaction’s proceeds to reduce debt, to return capital and for general corporate purposes, including reinvestment into growth opportunities.

Our Board maintains an ongoing commitment to regularly evaluating and refreshing its composition to ensure it is fully equipped to guide Alight as it executes its strategic initiatives. We have welcomed five new directors since the start of 2023: Denise Williams, Kausik Rajgopal, Siobhan Nolan Mangini, David D. Guilmette and Coretha M. Rushing. Ms. Williams brings more than 25 years of experience in human resources and leadership experience across numerous market-leading organizations. Mr. Rajgopal is a senior corporate executive bringing a unique blend of senior leadership expertise in human resources, technology, payments, and financial services. Ms. Nolan Mangini is a senior healthcare executive adding expertise and leadership in scaling both private and public healthcare companies. Mr. Guilmette is an accomplished leader in the healthcare and benefits industry and has a track record of driving growth and profitability at multi-billion-dollar businesses and brings a strong perspective on the voice of our current and future customers. Ms. Rushing brings decades of experience in the human resources space, having served as Chief Human Resources Officer of large public corporations, and has a deep understanding of Alight’s customer base and extensive public board experience. We look forward to benefiting from their perspectives and expertise as we continue on our transformation path.

We enter 2024 with strong commercial momentum and are well positioned to continue to advance our strategy as a focused and capital-efficient company.

On behalf of everyone at Alight, we appreciate your lasting trust and support, and we thank you for being an Alight stockholder.

Sincerely,

Stephan D. Scholl

Chief Executive Officer and Director

ALIGHT, INC.     Notice of Annual Meeting of Stockholders

The 2024 annual meeting of stockholders (including any adjournments, postponements, or continuations thereof, the “Annual Meeting”) of Alight, Inc. (the “Company”) will be held virtually on July 2, 2024 at 12:30 p.m. Central Time.

		DATE AND TIME July 2, 2024 12:30 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 visiting www.cesonlineservices.com/alit24_vm. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/alit24_vm by 11:59 p.m. Central Time on June 30, 2024.

Items of Business

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 June 3, 2024 (the “record date”). A list of the stockholders of record at the June 3, 2024 record date will be available electronically during the Annual Meeting at www.cesonlineservices.com/alit24_vm.

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 at www.cesonlineservices.com/alit24_vm by 11:59 p.m. Central Time on June 30, 2024. 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 noted 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:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders Call Toll-Free: +1 (877) 750-0537 (U.S. and Canada) or

+1 (412) 232-3651 (all other countries)

Banks and Brokers Call: +1 (212) 750-5833

By Order of the Board of Directors,

Martin T. Felli

Chief Legal Officer and Corporate Secretary

June 4, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on July 2, 2024:

The Company’s Notice of Annual Meeting, Proxy Statement and Annual Report to stockholders for the fiscal year ended December 31, 2023 are currently available online free of charge in the “Financials” subsection of Alight’s Investor Relations website at investor.alight.com. A list of the stockholders of record at the close of business on June 3, 2024 will also be available electronically during the Annual Meeting at www.cesonlineservices.com/alit24_vm.

CONTENTS

This proxy statement (the “Proxy Statement”) and the accompanying form of proxy were first mailed to stockholders of record on or about June 4, 2024. An annual report on Form 10-K for the year ended December 31, 2023 (our “Annual Report”) is enclosed with this Proxy Statement. Electronic copies of this Proxy Statement and Annual Report are available at investor.alight.com.

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 2024 Annual Meeting of Stockholders, including any adjournments, postponements, or continuations thereof, as the “Annual Meeting.”

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2024 Proxy Statement Summary

This summary highlights certain information contained in the Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the Company’s performance in the fiscal year ended December 31, 2023 (“Fiscal 2023”), please review the Company’s Annual Report that accompanies this Proxy Statement.

Background

RECORD DATE: JUNE 3, 2024

Proxy Voting Methods

If you were a stockholder of record at the close of business on June 3, 2024, you may vote your shares (i) in advance of the Annual Meeting, over the internet, by telephone or by mail or (ii) at the Annual Meeting, by proxy or over the internet. You may also revoke your proxies at the times and in the manners described in the “Questions and Answers About Our Annual Meeting” section of this Proxy Statement. For shares held through a broker, bank, or other nominee, you may submit voting instructions to your broker, bank, or other nominee. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions.

To vote by proxy if you are a stockholder of record:

Proposals

NAME		AGE					CLASS					APPOINTED					CURRENT TERM EXPIRES					COMMITTEES
																						AUDIT					COMPENSATION					NOMINATING AND CORPORATE GOVERNANCE
DIRECTOR NOMINEES
William P. Foley, II*				79					III					2021					2024
Siobhan Nolan Mangini				43					III					2024					2024
Coretha M. Rushing				68					III					2024					2024
Denise Williams				63					III					2023					2024
CONTINUING DIRECTORS
David D. Guilmette				63					I					2024					2025
Erika Meinhardt				65					I					2021					2025
Regina M. Paolillo				65					I					2021					2025
Kausik Rajgopal				50					I					2023					2025
Daniel S. Henson				63					II					2021					2026
Richard N. Massey				68					II					2021					2026
Stephan D. Scholl				54					II					2021					2026

* Chairperson of the Board      Committee Chair      Committee Member

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Board Skills and Experience

Board Characteristics

Corporate Governance Highlights

Executive Compensation Highlights

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Investor Engagement

We engage with investors and analysts through conference calls, broker conferences, one-on-one meetings, and non-deal roadshows throughout the year. We typically discuss our financial position, strategic priorities, business outlook, and other topics of importance to investors. As we continue to evolve as a relatively new public company, we will continue to develop our stockholder engagement program with respect to our environmental, social and governance (“ESG”) efforts, corporate governance practices and compensation program, among other topics. We are committed to maintaining an active dialogue with investors to better understand their perspectives and consider their ideas as we continue to evolve our corporate governance and business practices, and public disclosures.

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of our Board, including each of the committees of the Board, or with the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Company’s Corporate Secretary by email at Corporate.Secretary@alight.com or by mail at 4 Overlook Point, Lincolnshire, Illinois 60069, who will forward such communication to the appropriate party.

Awards and Recent Recognition

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Questions and Answers About Our Annual Meeting

Why am I receiving this Proxy Statement? Who is soliciting proxies for the Annual Meeting with this Proxy Statement?

You are receiving this Proxy Statement and the enclosed proxy card because you were a holder of the Company’s common stock (the “Common Stock”) as of the record date, and the Board is soliciting your proxy to vote your shares of our Common Stock on all matters scheduled to come before the Annual Meeting, whether or not you attend the Annual Meeting.

Why did I receive a full set of the proxy materials, instead of a notice regarding the Internet availability of proxy materials?

Although in the past we have mailed just a notice to our stockholders regarding the availability of proxy materials through the Internet, for the Annual Meeting, we have elected to use the “full set delivery” option and so are providing paper copies of proxy materials to all our stockholders, unless otherwise previously requested by the stockholder. Our proxy materials are also available via the Internet at investor.alight.com.

What matters am I voting on at the Annual Meeting? How does the Board recommend that I vote on these matters?

Our Annual Meeting will be held for the following purposes:

Proposal No. 1: To elect four Class III director nominees to our Board.

The Board is asking stockholders to elect four directors to serve as the Class III directors on the Board. Each of the director nominees is standing for election for a term until the 2027 Annual Meeting and until their successors are duly elected and qualified, or until such director’s earlier death, resignation, or removal.

The Board has nominated and unanimously recommends for the election of four incumbent directors: William P. Foley, II, Siobhan Nolan Mangini, Coretha M. Rushing, and Denise Williams. For more information on the nominees, please see the “Class III Director Nominees” section of this Proxy Statement. You may vote for each of these director candidates on the enclosed proxy card.

The Board unanimously recommends that stockholders vote “FOR” each of the director nominees on the enclosed proxy card.

Proposal No. 2: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024.

Stockholders are being asked to ratify the Audit Committee’s selection of EY to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

The Board unanimously recommends that stockholders vote “FOR” the ratification of EY as our independent registered public accounting firm for 2024.

Proposal No. 3: To approve, on an advisory (non-binding) basis, the 2023 compensation paid to our named executive officers.

Stockholders are being asked to approve, on an advisory (non-binding) basis, the 2023 compensation paid to our named executive officers as disclosed in this Proxy Statement (also known as “Say-on-Pay”). As an advisory vote, the result will not be binding on the Board or the Compensation Committee of the Board (the “Compensation Committee”). This “Say-on-Pay” vote will, however, provide us with important feedback from our stockholders about our executive compensation philosophy, objectives, and program. The Board and the Compensation Committee value the opinions of our stockholders and expect to consider the outcome of the vote when considering future executive compensation decisions and when evaluating the Company’s executive compensation program.

The Board unanimously recommends that stockholders vote “FOR” the approval of executive compensation on an advisory basis.

Who can vote at the Annual Meeting?

The close of business on June 3, 2024 has been fixed as the record date for the determination of our stockholders entitled to notice of, and to vote at, the Annual Meeting. We have two classes of voting common stock: Class A and Class V, each of which has one vote per share. Company Class A common stock and Company Class V common stock shall vote together as a single class on all matters submitted to a vote of stockholders, except as otherwise required by applicable law or our organizational documents, and each such share is entitled to one vote. On the record date, we had 541,046,039 shares of Company Class A common stock and 554,568 shares of Company Class V common stock outstanding.

How many shares must be present to conduct business at the Annual Meeting?

The Company is incorporated in the State of Delaware. As a result, the Delaware General Corporation Law (the “DGCL”), our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), and our Amended and Restated By-laws (the “By-laws”) govern the voting standards applicable to actions taken by our stockholders. The holders of a majority in voting power of all issued and outstanding stock entitled to vote at the Annual Meeting, present at the Annual Meeting or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting, and business may not be conducted at the Annual Meeting unless a quorum is present. If there are not sufficient shares present or represented by proxy at the Annual Meeting to constitute a quorum for approval of any matter to be voted upon, the Annual Meeting may be adjourned to permit further solicitation of proxies in order to achieve a quorum. Based on the number of shares of Company Class A common stock and Company Class V common stock outstanding on June 3, 2024, the record date, shares representing 270,800,304 votes must be present at the Annual Meeting, virtually or by proxy, to constitute a quorum. If you vote, including by Internet or proxy card, your shares voted will be counted towards the quorum for the Annual Meeting. Abstentions and “broker non-votes” are counted as present for the purpose of determining a quorum. A “broker non-vote,” however, does not count as a vote in favor of or against a particular proposal for which the broker has no discretionary voting authority.

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How do I vote?

The procedures for voting are as follows:

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, at the close of business on June 3, 2024, then you are considered a stockholder of record. As a stockholder of record, you may vote your shares (i) in advance of the Annual Meeting, over the Internet, by telephone, or by mail, or (ii) at the Annual Meeting. To vote by proxy in advance of the Annual Meeting as a stockholder of record:

Beneficial Owner. If your shares are held in a brokerage account, by a trustee or by another nominee, then you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you may vote your shares (i) in advance of the Annual Meeting by directing your broker, bank, or other nominee how to vote, or (ii) at the Annual Meeting. To vote in advance of the Annual Meeting, you should instruct your broker, bank, or other nominee how to vote your shares by following the voting instructions in the notice provided by your broker, bank, or other nominee. You must follow the voting instructions in that notice to ensure that your vote is counted. In most cases, you will be able to vote by mail or via the Internet; however, please refer to your voting instruction form for full details. As discussed herein, your broker, bank, or other nominee may not be able to vote your shares on some matters at the Annual Meeting unless you provide instructions on how to vote your shares.

Stockholders of record and beneficial owners may also vote at the Annual Meeting. The Annual Meeting will be held online via a live webcast at www.cesonlineservices.com/alit24_vm. You may only participate in the virtual meeting by registering in advance at www.cesonlineservices.com/alit24_vm prior to the deadline of 11:59 p.m. Central Time on June 30, 2024. If you are a beneficial owner, you must obtain a “legal proxy” from your broker, bank, or other nominee to participate in the Annual Meeting.

Even if you plan to attend the Annual Meeting, we urge you to vote your proxy TODAY by Internet, telephone, or mail to ensure that your votes are counted at the Annual Meeting. You may still attend the virtual Annual Meeting and vote at the Annual Meeting, even if you have already voted by proxy. The vote you cast at the Annual Meeting will supersede any previous votes that you may have submitted.

What is a proxy? What shares are included on a proxy card?

A proxy is your legal designation of another person to vote the stock you own, with such other person being called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. Our Board has designated Stephan D. Scholl, Jeremy J. Heaton and Martin T. Felli as the Company’s proxies for the Annual Meeting.

Each proxy or voting instruction card represents the shares registered to you as of the close of business on the record date. You may receive more than one proxy or voting instruction card if you hold your shares in multiple accounts, some of your shares are registered directly in your name with the Company’s transfer agent, or some of your shares are held in street name through a broker, bank, or other nominee. Please vote the shares on each proxy card or voting instruction card to ensure that all of your shares are counted at the Annual Meeting.

How may I participate in the virtual Annual Meeting?

The Annual Meeting will be conducted completely online via the Internet. You may only participate in the virtual meeting by registering in advance at www.cesonlineservices.com/alit24_vm prior to the deadline of 11:59 p.m. Central Time on June 30, 2024. Please have your proxy card, voting instruction form, or other communication containing your 16-digit control number available and

follow the instructions to complete your registration request. If you are a holder of record and you have misplaced your virtual control number, please email the Company at Corporate.Secretary@alight.com. If you are a beneficial holder, you must obtain a “legal proxy” from your broker, bank or other nominee to participate in the Annual Meeting. Upon completing registration, stockholders will receive a confirmation email with a link and instructions for accessing the Annual Meeting.

We encourage you to access the Annual Meeting before the start time of 12:30 p.m., Central Time, on July 2, 2024. Please allow ample time for online check-in, which will begin at 12:00 p.m., Central Time, on July 2, 2024. We will have a support team ready to assist attendees with any technical difficulties they may have accessing or hearing the audio webcast of the meeting.

Stockholders of record who participate in the virtual Annual Meeting by way of the website above or the link provided following registration will be considered to have attended the meeting “in person,” as such term is used in this Proxy Statement, including for purposes of determining a quorum and counting votes.

By conducting our Annual Meeting completely online via the internet, we eliminate many of the costs associated with a physical meeting and reduces the carbon footprint associated with our activities. In addition, we believe that a virtual meeting will provide greater access to those stockholders who want to attend and improve our ability to communicate more effectively with our stockholders during the meeting.

May I submit questions during the Annual Meeting?

Yes. We expect that members of the Board and management, as well as representatives of our independent registered public accounting firm, EY, will attend the virtual Annual Meeting and be available to answer stockholder questions. We will provide our stockholders the opportunity to ask questions. Questions submitted during the meeting pertinent to meeting matters will be answered during the meeting, subject to time constraints. Instructions for submitting questions and making statements will be posted on the virtual meeting website. This question and answer session will be conducted in accordance with certain rules of conduct (the “Rules of Conduct”). These Rules of Conduct will be posted on our Annual Meeting website.

What if I experience technical issues with the virtual meeting platform?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the Annual Meeting, please call the technical support number that will be posted on the virtual meeting platform log-in page. We encourage you to access the virtual meeting prior to the start time.

What is the minimum vote required for each proposal to be approved?

At the Annual Meeting, stockholders will consider the following proposals and be asked: (1) to elect four Class III directors to our Board, (2) to ratify the appointment of EY as our independent registered public accounting firm for 2024, and (3) to approve, on an advisory (non-binding) basis, the 2023 compensation paid to our named executive officers.

With regard to Proposal No. 1 (election of directors), votes may be cast “FOR” any of the nominees or may be withheld. Each nominee was recommended by the Nominating and Corporate Governance Committee based on each nominee’s experience, qualifications and skills, and each of the nominees are current directors. Under the By-laws, the election of directors requires a plurality of the votes cast, so the four nominees receiving the greatest number of votes “FOR” their election will be elected to the Board. Votes that are withheld and broker non-votes are not considered “votes cast” and will have no effect on the results of this vote. Brokers, banks, or other nominees may not have authority to vote shares held in street name on this proposal without instructions from beneficial owners. If you are the registered holder (and not a broker) of the shares and validly sign and deliver but give no instructions on the proxy card with respect to this proposal, the shares represented by that proxy card will be voted “FOR” each of the nominees on this proposal.

With regard to Proposal No. 2 (ratification of the selection of independent registered public accounting firm), the affirmative vote of a majority of the votes cast is required to ratify the appointment of EY as our independent registered public accounting firm. Abstentions are

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not considered “votes cast” and will have no effect on the results of this vote. Brokers have authority to vote shares held in street name on this proposal without instructions from beneficial owners. As a result, we do not expect there will be any broker non-votes on this matter. For more information, please see “What is a broker non-vote?” below. If you are the registered holder (and not a broker) of the shares and sign but give no instructions on the proxy card with respect to this proposal, the shares represented by that proxy card will be voted for this proposal. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2024, the Audit Committee will reconsider its selection.

With regard to Proposal No. 3 (to approve, on an advisory (non-binding) basis, the 2023 compensation paid to our named executive officers), the advisory (non-binding) vote on executive compensation will be approved if the number of votes cast “FOR” exceeds the number of votes cast “AGAINST.” Abstentions and broker non-votes are not considered “votes cast” and will have no effect on the results of this vote. Brokers, banks, or other nominees may not have authority to vote shares held in street name on this proposal without instructions from beneficial owners. For more information, please see “What is a broker non-vote?” below. If you are the registered holder (and not a broker) of the shares and sign but give no instructions on the proxy card with respect to this proposal, the shares represented by that proxy card will be voted “FOR” this proposal.

What is a broker non-vote?

If your shares are held in “street name” (that is, held for your account by a broker, bank, or other nominee), you will receive voting instructions from your broker, bank, or other nominee. If you are a street name holder and your shares are registered in the name of a broker, the New York Stock Exchange (the “NYSE”) rules applicable to brokers who have record ownership of listed Company stock determine whether your broker may vote your shares in its discretion even if it does not receive voting instructions from you (so called “discretionary voting authority”).

A “broker non-vote” occurs when a broker submits a proxy on behalf of a beneficial owner for a stockholder meeting but does not vote on a particular proposal because such broker does not have discretionary voting authority with respect to that proposal and has not received voting instructions from the beneficial owner. Broker non-votes will be included in the calculation of the number of votes considered to be present for the purpose of determining a quorum, but will not be counted in determining the number of votes cast on the certain proposals.

Under the NYSE rules, the election of directors and the approval on an advisory basis of the compensation paid to our named executive officers are considered “non-routine” matters for which brokers may not exercise discretionary voting authority. In contrast, under the NYSE rules, the ratification of the selection of the independent registered public accounting firm is typically a “routine” matter as to which a broker will have discretionary authority to vote shares if they have not received voting instructions at least 10 days prior to the Annual Meeting.

We urge you to instruct your broker, bank, or other nominee how you wish your shares to be voted.

How will my shares be voted on the proxy card? Will my shares be voted if I do not provide voting instructions?

The shares represented by a proxy card that is properly completed, validly executed, and received by the Company prior to or at the Annual Meeting will be voted in accordance with the specifications made on the card, whether it is returned by mail or Internet.

If you hold shares as the stockholder of record and submit a validly executed proxy card without giving specific voting instructions on a proposal, then your shares will be voted in accordance with the recommendations of our Board as to that proposal. Our Board recommends voting “FOR” each of the nominees listed in Proposal No. 1, “FOR” the ratification of the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2024 in Proposal No. 2, “FOR” the approval of, on an advisory (non-binding) basis, the 2023 compensation paid to our named executive officers in Proposal No. 3, and in accordance with the discretion of the named proxies on other matters brought before the Annual Meeting.

The Board is not aware of any other matters that are likely to be brought before the Annual Meeting. If any other matter is properly presented for action at the Annual Meeting, the persons identified as having the authority to vote the proxies will vote on such matter in their own discretion.

If you do not provide your broker, bank, or other nominee specific voting instructions, such firm may not have the authority to vote your shares with respect to some of the proposals. Please see “What is a broker non-vote?” for more information. We urge you to provide voting instructions so that your shares will be voted.

Will my shares be voted if I do nothing?

If you are a stockholder of record and do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

If you are a beneficial holder and do not instruct your broker, bank, or other nominee how to vote your shares, your broker will not be able to vote on your behalf without instruction as to any matter that is considered non-routine under the NYSE rules. For more information, please see “What is a broker non-vote?” in this Proxy Statement.

What if I receive more than one proxy card or set of proxy materials from the Company?

If your shares are held in more than one account, you will receive more than one proxy card, and in that case, you can and are urged to vote all of your shares by completing, signing, dating, and returning all proxy cards you receive from the Company in the postage-paid envelope provided. If you choose to vote via the Internet, please vote using each proxy card you receive to ensure that all of your shares are voted. Only your latest dated proxy for each account will count. Please sign each proxy card exactly as your name or names appear on the proxy card. For joint accounts, each owner should sign the proxy card. When signing as an executor, administrator, attorney, trustee, guardian, or other representative, please print your full name and title on the proxy card.

Can I change my vote or revoke my proxy after I have voted?

Yes. If your shares are registered directly in your name, you may change your vote or revoke your proxy by:

If you are the beneficial owner of shares held through a broker, bank, or other nominee, then you must follow the specific instructions, including applicable deadlines, provided to you by your broker, bank, or other nominee to change or revoke any instructions you have already provided to your broker, bank, or other nominee. If you have obtained a voter instruction form from your broker, bank, or other nominee that holds your shares giving you the right to vote the shares and you have your 16-digit control number, you may change your vote by attending the virtual Annual Meeting and voting electronically.

Attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy.

If I can’t attend the Annual Meeting, can I vote later?

No. We encourage stockholders to vote and submit their proxy in advance of the Annual Meeting by one of the methods described in the proxy materials, regardless of whether you think you will be able to attend the Annual Meeting. Any votes submitted after the closing of the polls at the Annual Meeting will not be counted.

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What happens if the Annual Meeting is adjourned?

Unless a new record date is fixed, your proxy will still be valid and may be used to vote shares of our Common Stock at the adjourned Annual Meeting. You will still be able to change or revoke your proxy until it is used to vote your shares.

Who will count the votes?

An independent inspector of election will count the votes at the Annual Meeting.

Where can I find the results of the voting?

We intend to announce preliminary voting results at the Annual Meeting and will publish final results through a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (the “SEC”) within four business days after the Annual Meeting. The Current Report on Form 8-K will be available on the Internet at our website, investor.alight.com.

What if I have shares registered in my name and also have shares in a brokerage account?

Shares that you hold in street name are not included in the total number of shares set forth on your proxy card. Your broker, bank, or other nominee will send you instructions on how to vote those shares.

If you have any questions or need assistance voting, please contact the Company’s proxy solicitor, Innisfree M&A Incorporated (“Innisfree”). Stockholders may call toll-free at +1 (877) 750-0537 (U.S. and Canada) or +1 (412) 232-3651 (all other countries). Brokers and banks may call collect at +1 (212) 750-5833.

Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the Annual Meeting?

No. Delaware law does not provide stockholders any dissenters’ or appraisal rights with respect to the matters to be voted on at the Annual Meeting.

How do I obtain a paper or electronic copy of the proxy materials?

A copy of our proxy materials, as filed with the SEC, is available, without charge, by mailing a request to Alight, Inc. at 4 Overlook Point Lincolnshire, Illinois 60069, Attention: Investor Relations or by e-mailing a request to Investor Relations at investor.relations@alight.com.

The proxy materials are also posted free of charge on our website at investor.alight.com and are available from the SEC at its website, www.sec.gov.

Whom do I contact if I have questions about the Annual Meeting?

If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders Call Toll-Free: +1 (877) 750-0537 (U.S. and Canada) or

+1 (412) 232-3651 (all other countries)

Banks and Brokers Call: +1 (212) 750-5833

Proposal No. 1     Election of Directors

Upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), the Board has nominated William P. Foley, II, Siobhan Nolan Mangini, Coretha M. Rushing, and Denise Williams for election at the Annual Meeting as Class III directors, each with a three-year term expiring in 2027 and until their successors are duly elected and qualified, or until such director’s earlier death, resignation, or removal. Action will be taken at the Annual Meeting for the election of four Class III director nominees.

As described in the “Corporate Governance — Director Nomination and Search Process” section of this Proxy Statement, in considering candidates for nomination to the Board, the Nominating and Corporate Governance Committee and the Board consider a number of factors, including the strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought, an ability to work collegially with the other members of the Board, diversity of age, gender, nationality, race, ethnicity, and sexual orientation, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations, corporate governance background, career experience, relevant technical skills or business acumen, and the size, composition and combined expertise of the existing Board.

Our Board is currently comprised of eleven directors. As described in the Certificate of Incorporation, our Board is currently divided into three classes. The term of our Class III directors expires at this Annual Meeting, the term of our Class I directors expires at the annual meeting of stockholders in 2025 and the term of our Class II directors expires at the annual meeting of stockholders in 2026.

If you return a duly executed proxy card without specifying how your shares are to be voted, the persons named in the proxy card will vote to elect William P. Foley, II, Siobhan Nolan Mangini, Coretha M. Rushing, and Denise Williams as Class III directors. William P. Foley, II, Siobhan Nolan Mangini, Coretha M. Rushing, and Denise Williams currently serve on our Board. Each Company nominee has consented to being named in this Proxy Statement and to serve a term expiring in 2027 if elected. However, if any director nominee should be unable to serve, or for good cause will not serve, the Common Stock represented by proxies may be voted for a substitute nominee designated by our Board, or our Board may reduce its size. Our Board has no reason to believe that any of the nominees will be unable to serve if elected.

Cooperation Agreement

On May 5, 2024, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with Starboard Value and Opportunity Master Fund, Ltd. (“Starboard V&O Fund,” and together with its affiliates, “Starboard”) pursuant to which, among other things, (i) the Board appointed David D. Guilmette as a Class I director of the Board and Coretha M. Rushing as a Class III director of the Board, (ii) Coretha M. Rushing would be nominated by the Company at the Annual Meeting and (iii) Starboard agreed to vote all shares of the Company’s Common Stock beneficially owned by it in accordance with the Board’s recommendations at the Annual Meeting, subject to certain exceptions. The Cooperation Agreement also provided that until the conclusion of the Annual

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Meeting, the size of the Board shall not exceed 11 directors, subject to the Board’s fiduciary duties under applicable law, without Starboard’s prior written consent, provided that the size of the Board may be increased to 12 directors to accommodate the appointment of an additional independent director to the Board. Pursuant to the Cooperation Agreement, following the conclusion of the Annual Meeting and until the earlier of (i) the date that is 15 business days prior to the deadline for the submission of stockholder nominations for the 2025 Annual Meeting pursuant to the By-laws and (ii) the date that is 105 days prior to the first anniversary of the Annual Meeting, the size of the Board shall not exceed 10 directors, subject to the Board’s fiduciary duties under applicable law, without Starboard’s prior written consent, provided that the size of the Board may be increased to 11 directors to accommodate the appointment of an additional independent director to the Board. The Cooperation Agreement also contained mutual non-disparagement covenants and certain standstill obligations applicable to Starboard.

Board Recommendation

The Board unanimously recommends that you vote “FOR” the election of each of the four Class III director nominees named above.

Our Board of Directors

The biographies of each of our current directors, including our Class III director nominees, are included below. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board exemplifies the highest standards of personal and professional integrity and the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight. No director or executive officer is related by blood, marriage or adoption to any other director or executive officer. Other than as provided by our Investor Rights Agreement (see the “Certain Relationships and Related Person Transactions – Investor Rights Agreement” section of this Proxy Statement) and the Cooperation Agreement (see the “Certain Relationships and Related Person Transactions – Cooperation Agreement” section of this Proxy Statement), no arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. Six of our current directors, Mr. Foley, Mr. Henson, Mr. Massey, Ms. Meinhardt, Ms. Paolillo, and Ms. Williams, were initially designated pursuant to our Investor Rights Agreement (see the “Certain Relationships and Related Person Transactions – Investor Rights Agreement – Designation Rights” section of this Proxy Statement) and two of our current directors, Ms. Rushing and Mr. Guilmette, were initially designated pursuant to the Cooperation Agreement (see “Certain Relationships and Related Person Transactions – Cooperation Agreement”).

NAME		AGE					CLASS					APPOINTED					CURRENT TERM EXPIRES					COMMITTEES
																						AUDIT					COMPENSATION					NOMINATING AND CORPORATE GOVERNANCE
DIRECTOR NOMINEES
William P. Foley, II*				79					III					2021					2024
Siobhan Nolan Mangini				43					III					2024					2024
Coretha M. Rushing				68					III					2024					2024
Denise Williams				63					III					2023					2024
CONTINUING DIRECTORS
David D. Guilmette				63					I					2024					2025
Erika Meinhardt				65					I					2021					2025
Regina M. Paolillo				65					I					2021					2025
Kausik Rajgopal				50					I					2023					2025
Daniel S. Henson				63					II					2021					2026
Richard N. Massey				68					II					2021					2026
Stephan D. Scholl				54					II					2021					2026

* Chairperson of the Board     Committee Chair     Committee Member

Director Skills and Experience Matrix

Each of the Board’s directors and director nominees possesses core competencies that contribute to their service on the Board. In addition to those qualifications, our directors collectively possess skill sets that are directly relevant to the Company’s business and strategic objectives. The following table summarizes the key skills and experiences of each director and director nominee that your Board considered important in its original decision to nominate, and each decision to re-nominate that individual to your Board. Further details about each of the director’s and director nominee’s qualifications are set forth in their individual biographies.