Hubbell (HUBB) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 6, 2025, with shareholders voting on five key proposals, including director elections, executive compensation, auditor ratification, a majority voting standard for directors, and an amended incentive award plan.

• 2024 performance highlights include $5.6B in net sales, $16.57 adjusted diluted EPS, and $811M free cash flow, with disciplined capital deployment and portfolio management, including acquisitions and divestitures.

• A refreshed brand, mission, and vision were launched in June 2024, emphasizing electrification, sustainability, and stakeholder value.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 10 directors, advisory approval of executive compensation, ratification of PricewaterhouseCoopers LLP as auditor, adoption of a majority voting standard for directors, and approval of the Incentive Award Plan.

• The board recommends a vote FOR all proposals.

• Shareholder engagement included outreach to top 25 shareholders, influencing governance and compensation practices.

Board of directors and corporate governance

• The board consists of 10 nominees with diverse expertise in public company leadership, finance, manufacturing, cybersecurity, and risk management.

• Board refreshment included the appointment of a new director in November 2024.

• Directors are elected annually; proxy access allows significant shareholders to nominate directors.

• The board is majority independent, with all committees (except executive) fully independent.

• Corporate governance guidelines prohibit poison pills, restrict service on other boards, and require director stock ownership.