Perimeter Solutions (PRM) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 29, 2025, to be held virtually, with voting rights for shareholders of record as of March 31, 2025.

• Key proposals include electing seven directors, an advisory vote on executive compensation, and ratification of KPMG LLP as the independent auditor.

• 2024 financial highlights: net sales rose 74% to $561M, Fire Safety net sales up 93%, Specialty Products up 29%, but a net loss of $5.9M was reported.

• Adjusted EBITDA increased 190% to $280.3M, and the company completed its conversion from a Luxembourg entity to a Delaware corporation.

Voting matters and shareholder proposals

• Shareholders will vote on the election of seven directors, a non-binding say-on-pay proposal, and the ratification of KPMG LLP as auditor.

• The board recommends voting FOR all director nominees and FOR both the say-on-pay and auditor ratification proposals.

Board of directors and corporate governance

• The board will consist of nine directors post-meeting, with seven independent members.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Executive) are composed entirely of independent directors.

• The CEO and Co-Chairmen roles are separated to enhance oversight and objectivity.

• Annual board and committee evaluations are conducted, and directors are subject to share retention guidelines.