FGI Industries (FGI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2025, with shareholders able to vote online, by mail, or by phone.

• Shareholders will vote on the election of five directors, a reverse share split proposal, and the ratification of the independent auditor.

• The record date for voting is April 24, 2025, with 9,591,555 ordinary shares outstanding, each entitled to one vote.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Election of five directors for one-year terms.

• Proposal 2: Authorize the board to effect one or more reverse share splits at a ratio between 1-for-2 and 1-for-15.

• Proposal 3: Ratification of CBIZ CPAs P.C. as the independent registered public accounting firm for 2025.

• Shareholder proposals for the 2026 meeting must be received by December 31, 2025.

Board of directors and corporate governance

• Board consists of five members, with three independent directors under Nasdaq rules.

• Separate CEO and Executive Chairman roles to ensure independent oversight.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all meeting independence requirements.

• Directors attended at least 75% of meetings in 2024.

• Director nominations consider skills, experience, and diversity of background.