Douglas Dynamics (PLOW) Proxy Filing summary

Executive summary

• The 2025 annual meeting is scheduled for April 29, 2025, with three main proposals: election of three directors, advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor for 2025.

• The record date for voting is March 3, 2025, with 23,098,441 shares outstanding and entitled to vote.

• Audio access to the meeting is provided, but voting and active participation are not available through this channel.

Voting matters and shareholder proposals

• Shareholders will vote on the election of three directors for terms expiring in 2028, an advisory say-on-pay vote, and ratification of the independent auditor.

• The board recommends voting in favor of all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 21, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of seven members, divided into three classes, with a mix of independent and non-independent directors.

• The roles of CEO and Chairman are currently separated; Mr. Janik serves as Chairman, and Mr. Van Genderen as CEO.

• The board has Audit, Compensation, and Nominating & Corporate Governance Committees, all composed of independent directors.

• Board and committee meetings were well-attended in 2024, with all directors meeting attendance requirements.