Hudson Technologies (HDSN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2025, to elect three directors, approve executive compensation, set frequency of say-on-pay votes, and ratify the external auditor.

• Shareholders of record as of April 17, 2025, are eligible to vote; 43,975,786 shares outstanding, each with one vote.

• Proxy materials are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Election of three directors for a two-year term expiring at the 2027 Annual Meeting.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Advisory vote on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Ratification of BDO USA, P.C. as independent registered public accountants for fiscal year 2025.

• Procedures and deadlines for submitting shareholder proposals and board nominations for the 2026 meeting are detailed.

Board of directors and corporate governance

• Board consists of seven directors, divided into two classes with staggered two-year terms.

• All directors attended at least 75% of meetings in 2024; six board meetings and multiple committee meetings were held.

• Four standing committees: Audit, Compensation, Nominating and Governance, and Environmental, Health, Safety, Sustainability and Public Policy.

• Majority of directors and all committee members (except CEO) are independent per NASDAQ rules.

• Lead independent director structure in place; CEO also serves as Chairman.