Avantor (AVTR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2026, will be held virtually; shareholders as of March 13, 2026, are eligible to vote on key proposals including director elections, executive compensation, and auditor ratification.

• Major leadership transitions in 2025: Emmanuel Ligner appointed CEO in August 2025, Gregory Summe became Chairman in January 2026, and three new independent directors joined the Board.

• The Revival program was launched to enhance competitiveness, optimize the portfolio, invest in manufacturing and supply chain, simplify operations, and strengthen talent and accountability.

• 2025 financial highlights: $6.55B revenue, $1.07B adjusted EBITDA, $496M free cash flow, and $0.90 adjusted EPS.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors for one-year terms, advisory approval of executive compensation, frequency of future say-on-pay votes (recommended annually), and ratification of Deloitte & Touche LLP as auditor for 2026.

• Board recommends voting “FOR” all proposals and “ONE YEAR” for say-on-pay frequency.

Board of directors and corporate governance

• Board reduced from twelve to nine members; eight of nine nominees are independent.

• Board leadership is separated: independent Chairman and CEO roles.

• Annual elections, majority voting standard, proxy access, and a 20% threshold for shareholders to call special meetings.

• Robust Board and committee self-evaluations, director orientation, and ongoing education.

• Policies prohibit short sales, hedging, and pledging of stock by directors and officers.