PoolCorp (POOL) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on April 29, 2026, 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 vote for executive compensation.

• The Board recommends voting FOR all director nominees and proposals.

• Only shareholders of record as of March 12, 2026, are eligible to vote; a majority of shares constitutes a quorum.

• Proxy materials and annual reports are available online for shareholder review.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying the auditor, and approving executive compensation.

• Shareholders may submit proposals or board nominations for the 2027 meeting by specified deadlines and in compliance with bylaws.

• The Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board consists of nine members, with an average independent director tenure of 7.1 years.

• Board refreshment continues, with one retirement and a new nominee added for 2026.

• Seven of nine nominees are independent; all committee members are independent.

• The Board is led by an independent chairman, with four standing committees: Audit, Compensation and Human Capital Management, Nominating and Corporate Governance, and Strategic Planning.

• Directors are expected to attend at least 75% of meetings; all attended the last annual meeting.

• Board and committee charters, code of ethics, and governance guidelines are available online.