Douglas Dynamics (PLOW) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held on April 29, 2026, with audio access provided but no live voting or Q&A for remote participants.

• Key proposals include director elections, a say-on-pay advisory vote, auditor ratification, and an amendment for officer exculpation under Delaware law.

• The record date for voting is March 2, 2026, with 23,084,814 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors, approving executive compensation, ratifying Deloitte & Touche LLP as auditor, and amending the certificate of incorporation for officer exculpation.

• The board recommends voting in favor of all proposals.

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

Board of directors and corporate governance

• The board is divided into three classes, with staggered terms; three nominees are up for election this year.

• Recent leadership transitions separated the roles of Chairman and CEO, with Donald W. Sturdivant now serving as Chairman and Mark Van Genderen as CEO.

• A majority of directors are independent per NYSE standards, and the board has three standing committees: Audit, Compensation, and Nominating & Corporate Governance.

• The board and committees met regularly in 2025, with high attendance and active oversight.