CSW Industrials (CSWI) Proxy filing summary

Executive summary

• Achieved record financial results in fiscal 2026, with revenues up 23.2% to $1.1B and adjusted EBITDA up 18.3% to $270M, driven by organic growth and over $1B in synergistic acquisitions.

• Returned nearly $150M to shareholders via dividends and share repurchases, maintaining a strong balance sheet and liquidity position.

• Maintained a robust employee-centric culture, with high retention and continued recognition as a Great Place to Work®.

Voting matters and shareholder proposals

• Shareholders will vote on the election of seven directors for one-year terms, an advisory say-on-pay vote on executive compensation, and ratification of Grant Thornton LLP as independent auditor for fiscal 2027.

• Board recommends voting FOR all director nominees, FOR the say-on-pay proposal, and FOR auditor ratification.

Board of directors and corporate governance

• Six of seven director nominees are independent; 43% are female and/or diverse.

• Board committees (Audit, Compensation & Talent Development, Nominating & Corporate Governance) are composed entirely of independent directors.

• Lead Independent Director provides oversight and chairs executive sessions; annual board and committee self-evaluations are conducted.

• Directors are subject to age-based retirement at 73 and robust stock ownership requirements.