Advanced Drainage Systems (WMS) Proxy Filing summary

Executive summary

• Net sales for fiscal year 2025 increased 1% to $2.9 billion, with organic growth in key segments and a focus on higher-margin products, though Adjusted EBITDA decreased 4% to $889 million due to unfavorable price and material costs.

• The company opened a new Engineering and Technology Center and launched ten new products, including the EcoStream stormwater treatment product, and completed the acquisition of Orenco Systems, strengthening its position in advanced wastewater treatment.

• The company continues to benefit from climate-driven demand for stormwater solutions and maintains a strong market position in stormwater and onsite septic wastewater markets.

Voting matters and shareholder proposals

• Shareholders will vote to elect eleven directors for one-year terms, ratify Deloitte & Touche LLP as the independent auditor for fiscal year 2026, and approve a non-binding advisory vote on executive compensation.

• The board recommends voting FOR all director nominees, FOR auditor ratification, and FOR the executive compensation proposal.

• Shareholder proposals for the 2026 annual meeting must be submitted between March 19 and April 18, 2026, to be considered timely.

Board of directors and corporate governance

• All directors are elected annually by majority vote; ten of eleven nominees are independent, and the board is fully declassified.

• The board has established fully independent committees: Audit, Compensation & Management Development, Nominating and Governance, Sustainability, and Executive.

• The board conducts annual evaluations, maintains robust nomination and refreshment processes, and has adopted a majority voting standard for directors.

• The board separates the roles of Chair and CEO, with Robert M. Eversole as Chair and D. Scott Barbour as CEO.

• Directors are subject to stock ownership guidelines and restrictions on service on other public company boards.