PoolCorp (POOL) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on April 30, 2025, with shareholders able to vote and submit questions online.

• Shareholders will vote on electing nine directors, ratifying Ernst & Young LLP as auditor, and a non-binding say-on-pay for executive compensation.

• The board recommends voting for all director nominees and both proposals.

• Proxy materials and annual reports are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Proposals include electing nine directors for one-year terms, ratifying Ernst & Young LLP as auditor, and an advisory vote on executive compensation.

• Shareholders may submit other business in accordance with bylaws, but no additional matters are anticipated.

• Shareholder proposals for the 2026 meeting must be received by November 27, 2025, with specific nomination procedures outlined.

Board of directors and corporate governance

• The board consists of nine members, with a majority voting standard for uncontested elections.

• Seven of nine nominees are independent; the board emphasizes diversity in skills, experience, and tenure.

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

• The chairman and CEO roles are separated; the board is led by an independent chairman.

• Directors are expected to attend all meetings, and all attended at least 75% of meetings in 2024.