Mercer International (MERC) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 1, 2026, with both in-person and virtual participation options for shareholders.

• Shareholders will vote on the election of nine directors, an advisory say-on-pay resolution, and ratification of the external auditor.

• The company faced a challenging market in 2025, focusing on cost management, liquidity, and operational improvements.

• Key initiatives included cost savings, mass timber product growth, and a carbon capture pilot program.

Voting matters and shareholder proposals

• Shareholders will elect nine directors to serve until the 2027 annual meeting.

• Advisory vote on executive compensation is included, with prior approval at 99.8% in 2025.

• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.

• Other business may be transacted as properly brought before the meeting.

Board of directors and corporate governance

• Board consists of nine nominees, 89% independent, with an average tenure of 8 years and average age of 67.

• Board refreshment added two new directors in the last three years, emphasizing diversity and expertise.

• Committees include Audit, Human Resources, Governance and Nominating, and Environmental, Health and Safety.

• Board and committee meetings had high attendance, and all committee chairs are independent.

• Governance policies include a majority voting policy, code of conduct, anti-corruption, and whistleblower policies.