Benchmark Electronics (BHE) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 28, 2026, with shareholders voting on four key proposals, including director elections, executive compensation, auditor ratification, and an amendment to the 2019 Omnibus Incentive Compensation Plan to add 1,800,000 shares.

• Shareholders of record as of April 2, 2026, are eligible to vote, with multiple voting methods available and a quorum requirement of a majority of outstanding shares.

• The proxy materials, including the 2025 annual report, are available electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Election of nine directors to serve until the 2027 annual meeting.

• Proposal 2: Advisory vote on executive compensation (Say-on-Pay).

• Proposal 3: Ratification of KPMG LLP as independent auditor for 2026.

• Proposal 4: Approval of an amendment to increase shares available under the 2019 Omnibus Incentive Compensation Plan by 1,800,000.

• Shareholder proposals and nominations for the 2027 meeting must be submitted by specified deadlines.

Board of directors and corporate governance

• The board consists of nine members, with all but the CEO considered independent under NYSE rules.

• Board committees include Audit, Human Capital and Compensation, and Nominating, Sustainability, and Governance, all composed of independent directors.

• The board emphasizes diversity, inclusion, and a broad range of skills and experiences.

• Directors are elected annually, and the roles of Board Chair and CEO are separated.

• The company maintains strong governance practices, including a Code of Conduct, regular independent director sessions, and robust compliance policies.