Holley (HLLY) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 1, 2026, will be held virtually to maximize shareholder participation and ensure equal access for all shareholders.

• Key proposals include director elections, auditor ratification, say-on-pay, frequency of say-on-pay, and approval of an amended incentive plan.

• The company continues to focus on strategic growth, innovation, and operational execution in the high-performance automotive aftermarket sector.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of two directors, (2) ratification of Grant Thornton LLP as auditor for 2026, (3) advisory say-on-pay, (4) frequency of say-on-pay (recommended: one year), and (5) approval of the amended 2021 Omnibus Incentive Plan to increase authorized shares.

• Board recommends voting FOR all proposals and ONE YEAR for say-on-pay frequency.

Board of directors and corporate governance

• Board consists of eight members, six of whom are independent; roles of Chairman and CEO are separated.

• Board committees (Audit, Compensation and Talent, Nominating and Governance) are 100% independent.

• Robust director search process emphasizes diversity and annual self-evaluations; directors expected to attend all meetings.

• Stockholders’ agreement grants Sentinel and MidOcean rights to nominate directors based on ownership levels.