Prestige Consumer Healthcare (PBH) Proxy filing summary

Executive summary

• Fiscal 2026 highlighted resilience in a challenging environment, with a focus on brand-building, financial strength, and disciplined capital allocation, including the acquisition of Breathe Right and a key eye care supplier.

• Revenue reached $1.09B, with adjusted EPS of $4.38 (down 3% YoY), and free cash flow grew to $246M, supporting strategic acquisitions.

• The company maintained a low leverage ratio (2.6x) and continued to prioritize long-term shareholder value.

Voting matters and shareholder proposals

• Shareholders are to elect six directors, approve executive compensation (say-on-pay), and ratify PricewaterhouseCoopers LLP as the independent auditor for FY2027.

• All proposals are recommended for approval by the Board.

Board of directors and corporate governance

• The Board consists of six nominees with diverse backgrounds in leadership, finance, consumer products, marketing, sustainability, and supply chain.

• 6 of 7 directors are independent; all committees are fully independent.

• Annual elections, majority voting, and a robust refreshment process ensure accountability and diversity.

• The Board has a Lead Independent Director and conducts annual self-evaluations and continuing education.