Hyliion (HYLN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• The company transitioned to a virtual meeting format to enhance accessibility and reduce costs and environmental impact.

• Forward-looking statements highlight risks and uncertainties, with reference to recent SEC filings for detailed risk factors.

Voting matters and shareholder proposals

• Shareholders will vote to elect two directors (Jeffrey Craig and Richard Freeland) to serve until 2028.

• Ratification of Grant Thornton LLP as independent auditors for fiscal year 2025 is on the agenda.

• Advisory approval of named executive officer compensation is included.

• No other business is expected at the meeting.

Board of directors and corporate governance

• The board was reduced from ten to eight members in 2024 following two resignations.

• The board is classified into three staggered classes, with a majority of independent directors.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Technology, all with independent members.

• The board separates the roles of Chair and CEO and regularly reviews governance practices.

• Stockholder engagement is emphasized, with regular communication and feedback mechanisms.