Dauch (DCH) Proxy filing summary

Voting matters and shareholder proposals

• Proposal 3 seeks approval to amend the 2018 Omnibus Incentive Plan, increasing shares available for issuance by 9,000,000, as approved by the Board on February 4, 2026.

• Institutional Shareholder Services (ISS) recommended voting against the Plan Amendment, citing concerns over the absence of a post-exercise holding requirement.

• The Board recommends voting in favor of Proposal 3 and provides supplemental data to address ISS concerns.

Executive compensation and say-on-pay

• A new post-exercise holding requirement policy was adopted on April 13, 2026, mandating that named executive officers hold shares from exercised options or stock appreciation rights for at least 12 months, with certain exceptions.

Board of directors and corporate governance

• The Compensation Committee of the Board approved the post-exercise holding requirement policy to address shareholder advisory feedback.