Hillenbrand (HI) Proxy Filing summary

Executive summary

• Entered into a Merger Agreement for acquisition by LSF12 Helix Parent, LLC, an affiliate of Lone Star Fund XII, L.P., with Hillenbrand to become a wholly owned subsidiary of Parent; merger consideration set at $32.00 per share.

• Multiple acquisition proposals were received in August 2025, with per-share offers ranging from $23 to $34.

• Two shareholder lawsuits allege the proxy statement contains false or misleading information; supplemental disclosures were made to address these claims, though the company denies any wrongdoing.

• Forward-looking statements highlight risks including regulatory approvals, litigation, and market conditions that could impact the merger's completion.

Voting matters and shareholder proposals

• Shareholders are asked to approve the Merger Agreement, with supplemental disclosures provided in response to litigation and shareholder demands.

Executive compensation and say-on-pay

• Lone Star's acquisition proposal included a contemplated incentive equity plan for management.