Advanced Drainage Systems (WMS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on July 16, 2026, with voting available online, by phone, or by mail for shareholders of record as of May 22, 2026.

• Key business highlights include a 5% increase in net sales to $3.1 billion and an 8% rise in Adjusted EBITDA to $963 million, driven by growth in higher-margin product categories and strategic acquisitions.

• The company completed the acquisition of National Diversified Sales and continued integrating Orenco Systems, strengthening its position in water management solutions.

• ESG initiatives advanced with climate scenario analysis, SBTI-approved emissions targets, and expanded partnerships for sustainability and recycling.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors for one-year terms, ratification of Deloitte & Touche LLP as independent auditor for FY 2027, and 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 2027 meeting must be submitted between March 18 and April 17, 2027.

Board of directors and corporate governance

• Eight of nine director nominees are independent; all directors are elected annually by majority vote.

• Board committees (Audit, Compensation, Nominating & Governance, Sustainability, Executive) are fully independent and conduct annual evaluations.

• The Board Chair and CEO roles are separated to enhance oversight and accountability.

• Directors are subject to stock ownership guidelines and restrictions on service with competitors.