Lindblad Expeditions (LIND) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 10, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Stockholders of record as of April 14, 2026, are eligible to vote, with 65,499,714 shares outstanding.

• Voting can be done electronically, by phone, or by mail, and all proxies are solicited by the Board.

• The Board recommends voting FOR all director nominees, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Four Class B directors are up for election to serve until 2029: L. Dyson Dryden, John M. Fahey, Catherine B. Reynolds, and Andy Stuart.

• Advisory vote on 2025 executive compensation (say-on-pay) is included.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2026 is proposed.

• Shareholder proposals for the 2027 meeting must be received by December 21, 2026.

Board of directors and corporate governance

• The Board consists of eleven members divided into three staggered classes.

• Board leadership includes two Co-Chairs; a lead independent director is designated as needed.

• All directors attended at least 75% of meetings in 2025; independence is confirmed for most directors.

• Four standing committees: Nominating, Audit, Risk/Safety/Operational Compliance, and Compensation.

• Board diversity and skills are emphasized, with ongoing assessment of composition.