NL Industries (NL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2026, with key proposals including director elections, executive compensation, reincorporation to Delaware, opting out of DGCL Section 203, and potential adjournment for further proxy solicitation.

• Shareholder votes are critical, especially for the reincorporation proposal, which requires a supermajority of non-controlling shareholder votes.

• Valhi, Inc. holds approximately 82.7% of outstanding shares and intends to vote in favor of all board proposals.

Voting matters and shareholder proposals

• Proposals include electing eight directors, a nonbinding say-on-pay vote, approval of the reincorporation merger, opting out of DGCL Section 203, and adjournment if needed.

• The reincorporation proposal requires both a majority of votes cast and two-thirds of non-Valhi shares in favor.

• Shareholders may submit proposals or director nominations for the 2027 meeting, subject to advance notice and SEC rules.

Board of directors and corporate governance

• The board consists of eight members, with a majority classified as independent under NYSE standards.

• Two standing committees: audit and management development/compensation, both composed of independent directors.

• The company is a controlled company under NYSE rules due to Valhi's ownership, allowing certain governance exemptions.

• Leadership structure separates the chair (non-executive) and CEO roles.