Hexcel (HXL) Proxy filing summary

Voting matters and shareholder proposals

• Stockholders are asked to approve the amended Long-Term Incentive Plan (LTIP) at the annual meeting on May 14, 2026, which would replace the 2013 Incentive Stock Plan if approved.

• The board of directors unanimously recommends voting in favor of the LTIP as amended.

Board of directors and corporate governance

• The definition of "Change in Control" in the LTIP includes acquisition thresholds, board composition changes, and major asset sales or mergers, aligning with prior plan definitions.

Executive compensation and say-on-pay

• The LTIP amendment clarifies conditions under which awards may vest or be paid out in the event of a change in control, impacting executive compensation structure.