Kadant (KAI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, both in-person and virtually, with voting and Q&A available online for shareholders holding a valid control number.

• Proxy materials, including the 2025 annual report and audited financials, are available online, with paper copies upon request.

• Shareholders of record as of March 23, 2026, are entitled to vote on key proposals, including director elections, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote to elect two directors for three-year terms expiring in 2029.

• An advisory (non-binding) vote on executive compensation (say-on-pay) is included.

• Ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2026 is proposed.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• The board is divided into three classes with staggered terms; two directors are up for election in 2026.

• Board committees include audit, compensation, nominating and corporate governance, and risk oversight and sustainability, each with defined charters and independence standards.

• Annual board and individual director evaluations are conducted, and a policy limits director tenure to age 75, with exceptions for certain long-serving members.

• The board separated the roles of CEO and chairman and holds regular executive sessions of independent directors.