Enerpac Tool Group (EPAC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for February 6, 2025, to be held virtually, with shareholders able to vote and ask questions online.

• Key proposals include election of ten directors, ratification of Ernst & Young LLP as independent auditor, and an advisory vote on executive compensation.

• Board recommends voting FOR all director nominees and FOR both auditor ratification and executive compensation proposals.

• Proxy materials are distributed electronically to conserve resources, with paper copies available upon request.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors, ratifying Ernst & Young LLP as auditor for fiscal 2025, and approving executive compensation on an advisory basis.

• Shareholder proposals for the next annual meeting must be received by August 20, 2025, for inclusion in the proxy statement.

• Board or proxy holders may use discretion on other matters that arise at the meeting.

Board of directors and corporate governance

• Board consists of ten members, all nominated for re-election for one-year terms; majority are independent.

• Board leadership is separated between Chair and CEO; Chair leads strategic oversight, CEO manages operations.

• Three standing committees: Audit, Governance and Sustainability, and Talent Development and Compensation, each with defined charters and oversight roles.

• Board diversity includes three female and one racially diverse director; skills matrix covers financial, operational, legal, and international expertise.

• Mandatory retirement age for directors is 75.