Arhaus (ARHS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 15, 2025, to be held virtually, with registration required for participation and voting.

• Four directors are up for election to serve three-year terms; advisory vote on executive compensation and approval of PricewaterhouseCoopers LLP as independent accountants are on the agenda.

• Only stockholders of record as of March 17, 2025, are entitled to vote; Class A shares have one vote each, Class B shares have ten votes each.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposals include election of four directors, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as independent accountants.

• Shareholders may submit proposals for the 2026 Annual Meeting by December 11, 2025, for inclusion in the proxy statement.

• Procedures for direct nominations and universal proxy rules are outlined for shareholder participation.

Board of directors and corporate governance

• Board consists of ten directors, with a combined CEO/Chairman and an Independent Lead Director.

• Board is classified into three staggered classes; current nominees are Albert Adams, Stuart Burgdoerfer, John Kyees, and John Roth.

• Eight board meetings held in 2024; all directors attended over 75% of meetings.

• Eight of ten directors are independent; diversity considerations include age, skills, gender, and ethnicity.

• Committees include Audit, Compensation, Nominating & Corporate Governance, Real Estate, and Technology.