ESAB (ESAB) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 8, 2026, via virtual webcast; record date is March 18, 2026.

• Stockholders will vote on director elections, auditor ratification, and executive compensation (Say-on-Pay).

• Company emphasizes sustainability, digital transformation, and global reach, serving 150 countries with 10,300 employees.

• Proxy materials are primarily distributed online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include election of nine directors, ratification of Ernst & Young LLP as auditor, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals and director nominations for future meetings, subject to deadlines and requirements.

Board of directors and corporate governance

• Board consists of nine nominees, 89% independent, with diverse backgrounds and skills.

• Annual election of all directors; majority vote standard with resignation policy for uncontested elections.

• Board committees: Audit, Compensation and Human Capital Management, Nominating and Corporate Governance—all members independent.

• Chairman and CEO roles are separated; independent Chairman leads executive sessions.

• Board and committees conduct annual self-assessments and oversee risk, strategy, and ESG matters.