Linde (LIN) Proxy Filing summary

Executive summary

• The 2025 Annual General Meeting will be held on July 29, 2025, in London, with shareholders voting on key proposals including director appointments, auditor ratification, executive compensation, and a climate lobbying report proposal.

• The Board consists of 10 directors, with a recent refreshment process resulting in five new directors since 2022 and an increase in the director retirement age to 75.

• Linde reported strong 2024 financials: $33.0B in sales, 25.9% ROC, 29.5% operating margin, $9.4B operating cash flow, and $7.1B returned to shareholders.

• The company continues to focus on clean energy, sustainability, and decarbonization, with a $10.4B project backlog and significant progress in GHG emissions reduction.

Voting matters and shareholder proposals

• Shareholders will vote on the appointment of 10 directors, ratification of PwC as auditor, executive compensation (Say-on-Pay), frequency of Say-on-Pay votes, price range for treasury share re-allotment, and a shareholder proposal for an annual climate lobbying report.

• The Board recommends voting for all management proposals and against the climate lobbying report, citing existing disclosures.

Board of directors and corporate governance

• 80% of directors are independent; the Board is diverse in gender and ethnicity.

• Board leadership is split between Chairman and CEO, with a Lead Independent Director.

• Annual Board and committee evaluations, succession planning, and director stock ownership guidelines are in place.

• Proxy access allows shareholders (3% ownership for 3 years) to nominate directors.