Atkore (ATKR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for January 29, 2026, to elect ten directors, approve executive compensation, and ratify Deloitte & Touche LLP as auditor for FY2026.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

• Net sales for FY2025 decreased 11% to $2.85 billion, with a net loss of $15.2 million compared to $472.9 million net income in FY2024.

• Over 35% of operating cash flow was returned to shareholders via dividends and share repurchases.

Voting matters and shareholder proposals

• Shareholders will vote on the election of ten directors, a non-binding advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as independent auditor.

• Board recommends voting FOR all proposals.

• Only shareholders of record as of December 2, 2025, are eligible to vote.

Board of directors and corporate governance

• Board consists of ten members, with all but the CEO considered independent.

• Board leadership is separated between a non-executive Chairman and the CEO.

• Annual evaluations of the Board, directors, and committees are conducted.

• Board diversity and a broad range of skills are emphasized, including finance, operations, IT, and ESG.

• Board committees include Audit, Human Resources & Compensation, Nominating & Governance, and Executive, with regular executive sessions.