HEICO (HEI) Proxy Filing summary

Executive summary

• Fiscal 2025 marked record net sales of $4.485 billion (up 16%), operating income of $1.019 billion (up 24%), and EBITDA of $1.22 billion (up 22%).

• Five acquisitions were completed and two more agreed, expanding technical capabilities and market reach.

• The company declared its 95th consecutive semi-annual cash dividend, reflecting strong cash flow and shareholder returns.

• Leadership transition occurred with the passing of Executive Chairman Laurans A. Mendelson; Eric and Victor Mendelson now serve as Co-CEOs and Co-Chairmen.

• Outlook remains optimistic for continued growth in commercial aviation, defense, and adjacent markets.

Voting matters and shareholder proposals

• Shareholders will vote on electing the Board of Directors, an advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as independent auditor for FY2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals and nominations for the 2027 meeting must be submitted between December 12, 2026 and January 11, 2027.

Board of directors and corporate governance

• Board consists of nine nominees, including a new independent director, Nanda Kumar Cheruvatath.

• 78% of board members are independent; all directors are elected annually.

• Board committees (Audit, Compensation, Nominating, Environmental/Safety/Health, Stock Option) are fully independent.

• Board meetings had 100% attendance in FY2025.

• No poison pill in place; strong whistleblower and ethics policies.