Calumet (CLMT) Proxy filing summary

Executive summary

• Achieved $4.1 billion in revenue and Adjusted EBITDA with Tax Attributes of $293.3 million in 2025, up 28% from prior year, despite a net loss of $33.8 million.

• Reduced restricted group debt by over $220 million and eliminated near-term maturities by retiring 2026 and 2027 Senior Notes.

• Montana Renewables secured a $1.44 billion DOE loan, positioning it as a leading SAF producer; recapitalization eliminated $80 million in annual cash debt service.

• Divested Royal Purple Industrial assets for $110 million and implemented $100 million in cost reductions.

• Board and management focused on balance sheet strength, free cash flow, and strategic growth in renewables and specialties.

Voting matters and shareholder proposals

• Three proposals: (1) Election of three Class II directors to serve until 2029; (2) Advisory vote to approve executive compensation; (3) Ratification of Grant Thornton LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Only stockholders of record as of April 6, 2026, are entitled to vote.

Board of directors and corporate governance

• Board consists of 10 directors, with 8 of 10 deemed independent; 3 of 10 are women.

• Board divided into three classes with staggered three-year terms; Class II nominees: Todd Borgmann, Daniel J. Sajkowski, Bradford T. Sanders.

• The Heritage Group retains rights to designate directors based on ownership thresholds.

• Board committees: Audit, Compensation, Governance, Risk, and Strategy & Growth, all with independent members.

• Annual board and committee self-evaluations; robust stock ownership guidelines for directors and executives.