Hayward (HAYW) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2026, to increase accessibility and reduce environmental impact.

• Key proposals include electing three directors, an advisory vote on executive compensation, and ratifying the external auditor.

• 2025 net sales reached $1.12B, up 6.7% year-over-year, with strong free cash flow supporting innovation and capital allocation.

• The company emphasizes energy-efficient, connected products and sustainability as part of its long-term strategy.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class II directors for terms expiring in 2029.

• Advisory vote on executive compensation (Say-on-Pay) and ratification of PricewaterhouseCoopers LLP as independent auditor.

• Procedures for submitting shareholder proposals for the 2027 annual meeting are outlined, including deadlines and requirements.

Board of directors and corporate governance

• The board consists of nine members, 89% of whom are independent, with an average tenure of 5.9 years.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent and meet regularly.

• The board separates CEO and Chair roles and conducts annual self-assessments and director education.

• Stock ownership guidelines and a code of ethics are in place for directors and executives.