Embecta (EMBC) Proxy Filing summary

Voting matters and shareholder proposals

• Proposal 4 seeks approval to amend the 2022 Employee and Director Equity-Based Compensation Plan, increasing available shares by 2,430,000, as approved by the Board on December 2, 2025.

• Institutional Shareholder Services (ISS) recommended voting against the amendment, citing that the stockholder value transfer (SVT) exceeded ISS benchmarks based on a September 30, 2025 calculation date.

• The company argues that using a November 30, 2025 calculation date aligns the plan with ISS guidelines and provides updated share activity data to support this.

• The Board maintains its recommendation to vote in favor of Proposal 4.

Executive compensation and say-on-pay

• The amendment to the 2022 Plan is intended to ensure sufficient equity incentives for employees and directors, with updated figures on outstanding awards and share reserves.

• Outstanding performance share units (PSUs) include awards with targets to be established in the future, reflecting ongoing performance-based compensation practices.

Board of directors and corporate governance

• The Board approved the proposed amendment to the equity plan on December 2, 2025, demonstrating active oversight of compensation policies.