Crocs (CROX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2025, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• 2024 saw record revenues of $4.1 billion, a 3.5% increase over 2023, with Crocs Brand up 8.8% and HEYDUDE Brand down 13.2%.

• Net income rose to $950.1 million, and diluted EPS reached $15.88, reflecting strong financial performance despite higher SG&A expenses.

• Shareholders of record as of April 14, 2025, are eligible to vote; multiple voting methods are available, including online during the meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors, ratifying Deloitte & Touche LLP as auditor for 2025, and an advisory say-on-pay vote for executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 26, 2025.

Board of directors and corporate governance

• Board consists of nine members, divided into three classes, with a majority being independent.

• Annual self-evaluations and a majority vote director resignation policy are in place.

• Board committees include Audit, Compensation, Governance and Nominating, and Corporate Responsibility and Sustainability Steering Committees, all composed of independent directors.

• Board diversity: 22% female and 22% underrepresented racial/ethnic members as of December 31, 2024.