Graham (GHM) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 25, 2026, will be held virtually; record date is June 26, 2026.

• Key proposals: election of three directors, advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor for FY2027.

• Net sales for FY2026 were $245 million (up 17%), net income $12.5 million (up 2%), and orders totaled $359 million.

• Leadership transitions included new CEO and strategic advisor roles.

Voting matters and shareholder proposals

• Shareholders will vote on three director nominees, executive compensation (say-on-pay), and auditor ratification.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must comply with SEC rules and be submitted by March 16, 2027.

Board of directors and corporate governance

• Board consists of seven members, majority independent, with a classified structure and staggered three-year terms.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board leadership is separated between a non-executive Chairman and CEO.

• Directors possess diverse skills in executive leadership, finance, risk management, and industry expertise.