Douglas Dynamics (PLOW) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 29, 2026, with voting on director elections, executive compensation, auditor ratification, and a charter amendment for officer exculpation.

• Shareholders of record as of March 2, 2026, are entitled to vote; 23,084,814 shares are outstanding.

• Audio access to the meeting is available, but voting and active participation are not permitted via audio.

Voting matters and shareholder proposals

• Election of two directors for terms expiring in 2029 and one for a term expiring in 2028.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Approval of a charter amendment to provide exculpation from personal liability for certain officers as permitted by Delaware law.

• Shareholder proposals for the 2027 meeting must be submitted by November 20, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven members, divided into three classes; recent leadership transitions separated the roles of Chairman and CEO.

• Majority of directors are independent per NYSE standards; independence is regularly reviewed.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board meetings in 2025 totaled five, with strong director attendance.