NL Industries (NL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, to elect seven directors, approve executive compensation on a nonbinding basis, and address other business.

• Valhi, holding 82.7% of shares, intends to vote in favor of all director nominees and the Say-on-Pay proposal, ensuring passage.

• Proxy materials, including the annual report and voting instructions, are available online, with voting accessible via internet, phone, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors and a nonbinding advisory resolution on executive compensation.

• The board recommends voting FOR all director nominees and FOR the Say-on-Pay proposal.

• Shareholder proposals for the 2026 meeting must be submitted by December 3, 2025, to be included in the proxy statement.

Board of directors and corporate governance

• The board consists of seven members, with a majority being independent under NYSE standards.

• Two standing committees: Audit Committee and Management Development and Compensation Committee.

• The board held four meetings and two written consents in 2024; all directors attended their respective meetings.

• The chair of the board is non-executive, and the CEO is a separate position.

• Controlled company status allows exemption from certain NYSE governance requirements.