Holley (HLLY) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 1, 2025, will be held virtually to maximize participation and provide equal access for all shareholders.

• Shareholders will vote on the election of three Class I directors and the ratification of Grant Thornton LLP as the independent registered public accounting firm for 2025.

• Proxy materials are distributed primarily online for efficiency, with paper copies available upon request.

• The company continues to expand its product portfolio and market presence through strategic acquisitions and aims to support the transition to cleaner, more sustainable automotive technologies.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class I directors (Michelle Gloeckler, Anita Sehgal, Matthew J. Stevenson) for terms expiring at the 2028 annual meeting.

• Proposal 2: Advisory vote to ratify Grant Thornton LLP as the independent registered public accounting firm for 2025.

• Board recommends voting “FOR” all director nominees and the auditor ratification.

• Shareholders may submit proposals for the 2026 annual meeting by November 20, 2025, and director nominations between January 1 and January 31, 2026.

Board of directors and corporate governance

• Board consists of eight directors, six of whom are independent; all board committees are fully independent.

• Separate roles for Chairman and CEO; Matthew Rubel will transition from Executive Chairman to non-Executive Chairman effective May 1, 2025.

• Board committees: Audit, Compensation and Talent, and Nominating and Governance, each with defined charters and responsibilities.

• Board and committees conduct annual self-evaluations and emphasize diversity in director recruitment.

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