NPK International (NR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of March 23, 2026, are eligible to vote, with 84,414,347 shares outstanding.

• Proxy materials are available online, and voting can be done by internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Proposals include election of seven directors, advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 10, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Seven director nominees, six of whom are independent, with diverse backgrounds and skills.

• Board committees (Audit, Compensation, NCG) are composed solely of independent directors.

• Non-executive independent Board Chair, regular committee chair rotation, and majority vote principle with director resignation policy.

• Directors are subject to stock ownership guidelines and a retirement age of 75.

• Board held 10 meetings in 2025, with high attendance and regular executive sessions.