PHINIA (PHIN) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 22, 2026, at the company's global headquarters in Auburn Hills, MI.

• Shareholders are invited to vote on key proposals, including director elections, executive compensation, and auditor ratification.

• Proxy materials, including the Notice of Annual Meeting and Annual Report, are available online or by request.

Voting matters and shareholder proposals

• Election of eight directors is on the agenda, with all nominees recommended by the board.

• Advisory vote on executive compensation (say-on-pay) is included.

• Ratification of Deloitte & Touche LLP as the independent registered public accounting firm is proposed.

Board of directors and corporate governance

• Eight director nominees are listed: Samuel R. Chapin, Brady D. Ericson, Robin Kendrick, Latondra Newton, D'aun Norman, Meggan M. Walsh, Rohan S. Weerasinghe, and Roger J. Wood.

• Board recommends voting in favor of all nominees.