Hillman Solutions (HLMN) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 3, 2025, with shareholders able to vote and ask questions online.

• Key business items include electing three directors, advisory approval of executive compensation, increasing share reserves for equity and stock purchase plans, and ratifying the independent auditor.

• Shareholders of record as of April 8, 2025, are eligible to vote, with multiple voting methods available including online, phone, mail, and during the meeting.

Voting matters and shareholder proposals

• Proposals include electing three directors for terms expiring in 2026, a non-binding vote on executive compensation, increasing shares under the 2021 Equity Incentive Plan and Employee Stock Purchase Plan, and ratifying Deloitte & Touche LLP as auditor.

• Board recommends voting FOR all proposals.

• Approval standards and effects of abstentions and broker non-votes are detailed for each proposal.

Board of directors and corporate governance

• Board consists of ten members, with a plan to declassify by 2027 so all directors are elected annually.

• Three director nominees for 2026: Jon Michael Adinolfi, Douglas J. Cahill, and Diane Honda, all with significant industry and leadership experience.

• Board committees: Audit, Compensation, and Nominating & ESG, all composed of independent directors.

• Board leadership structure separates Chairman and CEO roles; Daniel O'Leary serves as Lead Independent Director.

• Board diversity and qualifications are emphasized, with a broad range of skills and backgrounds represented.

• Corporate Governance Principles, Code of Conduct, and policies on insider trading, hedging, and equity grants are in place.