NPK International (NR) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for May 15, 2025, with proposals including the election of eight directors, an advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• Shareholders of record as of March 24, 2025, are eligible to vote, with 86,554,486 shares outstanding.

• Proxy materials are available online, and shareholders can vote by internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Proposals include: (1) election of eight directors, (2) advisory vote on executive compensation, (3) ratification of Deloitte & Touche LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by December 5, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board expanded to eight members in March 2025, with Joseph A. Cutillo appointed.

• Seven of eight directors are independent; 43% diversity among independent directors.

• Board committees: Audit, Compensation, and ESG, all with independent members.

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

• Director stock ownership guidelines require non-employee directors to own shares valued at five times their annual cash retainer.

• Mandatory retirement age for directors is 75; average director age is 60, average tenure is five years.