Aebi Schmidt (AEBI) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for May 21, 2026, to vote on key proposals including financial statements, profit allocation, board elections, compensation, and governance changes.

• 2025 marked by the acquisition and integration of The Shyft Group, driving significant growth, operational synergies, and expanded North American presence.

• Strong financial performance in 2025: $2.061b order intake (+22%), $1.907b net sales, $156m adjusted EBITDA (+13.4%), and $1.212b order backlog.

• Board recommends approval of all proposals, including new equity incentive plan and sustainability report.

Voting matters and shareholder proposals

• Proposals include approval of 2025 financial statements, profit allocation, dividend distribution, discharge of board/executive liability, amendments to articles, board and committee elections, auditor and proxy appointments, compensation approvals, equity plan, and sustainability report.

• Dividend proposal: up to $0.10 per share, paid in quarterly installments from a $10m reserve.

• Amendments to articles reduce board size (min 5, max 9) and adjust PCS Holding AG's nomination rights.

• Shareholders to approve maximum board compensation ($2.3m) and executive management compensation ($12.5m) for upcoming periods.

• Advisory votes on executive compensation and frequency of future say-on-pay votes (recommended annually).

Board of directors and corporate governance

• Post-acquisition, board reduced from 11 to 8 members, with Barend Fruithof nominated as Chair and CEO.

• Board committees (Audit, Compensation, Governance) are 100% independent.

• Lead Independent Director role established to ensure strong governance and independent oversight.

• Board diversity: 50% of positions held by women and underrepresented communities.

• Annual board and committee self-evaluations to be conducted starting 2026.