Helios Technologies (HLIO) Proxy Filing summary

Executive summary

• New CEO and President appointed in January 2025 after a leadership transition; focus areas include organic growth, profitability, and capital deployment.

• 2024 saw record cash flow from operations ($122.1M), debt reduction by $75.3M, and improved financial flexibility.

• The company faced challenging markets, leadership changes, and weather-related disruptions but exited the year stronger.

• Annual meeting scheduled for June 4, 2025; shareholders of record as of April 9, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Election of two directors for terms ending 2028 and one new director for a term ending 2027.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year ending January 3, 2026.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Shareholder proposals and nominations for 2026 must follow specific bylaw and SEC deadlines.

Board of directors and corporate governance

• Board consists of six members, majority independent, with a new independent Chair appointed in March 2025.

• Board diversity: 33% women, global experience, and over half refreshed in the past five years.

• Four standing committees: Audit, Compensation, ESG, and Nominating, each with defined charters and responsibilities.

• Board and committee evaluations are conducted annually, with a new third-party assessment tool introduced in 2025.

• Active shareholder engagement, including outreach to holders of 85% of shares and direct feedback incorporated into governance and compensation practices.