Hillenbrand (HI) Proxy Filing summary

Executive summary

• Special meeting scheduled for January 8, 2026, to vote on a merger agreement, executive compensation, and potential adjournment to solicit more proxies if needed.

• Merger involves Hillenbrand, LSF12 Helix Parent, LLC, and LSF12 Helix Merger Sub, Inc., with Hillenbrand becoming a wholly owned subsidiary of Parent.

• Each outstanding share will be converted into the right to receive $32.00 in cash, representing a significant premium over recent trading prices.

• Board unanimously recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; compensation and adjournment proposals require a majority of votes cast.

• Board and executive officers collectively own about 1.5% of shares and intend to vote in favor.

Board of directors and corporate governance

• Board conducted a thorough review of strategic alternatives, including soliciting interest from 21 potential buyers.

• Only Lone Star submitted a definitive acquisition proposal; Board negotiated terms to maximize value.

• Board considered risks, alternatives, and received a fairness opinion from Evercore.