Hyliion (HYLN) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 19, 2026, will be held virtually to enhance accessibility and reduce costs and carbon footprint.

• Stockholders will vote on director elections, auditor ratification, executive compensation, and an amendment to the equity incentive plan.

• Board recommends voting FOR all proposals and nominees.

• Proxy materials are available online, and voting can be done electronically or by mail.

Voting matters and shareholder proposals

• Election of three Class III directors to serve until the 2029 Annual Meeting.

• Ratification of Grant Thornton LLP as independent auditors for fiscal year 2026.

• Advisory approval of named executive officer compensation.

• Approval of an amendment to the 2024 Equity Incentive Plan to add 8 million shares.

• Procedures for shareholder proposals and director nominations for the 2027 meeting are outlined.

Board of directors and corporate governance

• Board consists of eight members, with a majority being independent under NYSE American standards.

• Board is divided into three staggered classes; Class III directors up for election in 2026.

• Board leadership roles of Chair and CEO are separated; independent directors meet in executive session.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Technology, each with defined charters and responsibilities.

• Director compensation includes cash retainers and RSU awards; stock ownership guidelines apply.