Atkore (ATKR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 30, 2025, to vote on director elections, executive compensation, certificate of incorporation amendments, and auditor ratification.

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

• Fiscal 2024 saw net sales decrease by 9% to $3.2 billion, net income drop to $472.9 million, and $34.5 million paid in dividends.

• Over 75% of cash flow from operations was returned to shareholders via dividends and share repurchases.

Voting matters and shareholder proposals

• Election of nine directors to serve until the 2026 annual meeting.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the Fourth Amended and Restated Certificate of Incorporation to limit certain officer liabilities and remove obsolete provisions.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members, with a mix of gender and racial diversity; six males, three females, and two persons of color.

• All directors except the CEO are independent.

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

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

• Board committees include Audit, Human Resources & Compensation, Nominating & Governance, and Executive Committees.

• Director compensation includes cash retainers and annual equity awards, with stock ownership guidelines in place.