Pyxus International (PYYX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for August 14, 2025, to be held virtually, with shareholders of record as of June 13, 2025, eligible to vote on key proposals.

• Proposals include election of seven directors, ratification of Deloitte & Touche LLP as auditors, advisory vote on executive compensation, and approval of the amended and restated 2020 Incentive Plan.

• Proxy materials and annual report are available online, and shareholders are encouraged to vote by proxy even if attending virtually.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors for one-year terms, (2) ratification of Deloitte & Touche LLP as independent auditors for FY ending March 31, 2026, (3) advisory approval of executive compensation, and (4) approval of the amended and restated 2020 Incentive Plan.

• Board recommends voting FOR all proposals and nominees.

• Shareholder nominations for directors and proposals for the 2026 meeting must be submitted by specified deadlines and include detailed information.

Board of directors and corporate governance

• Board consists of seven members, with all current nominees being incumbents.

• Board committees: Audit, Compensation, and ESGN (Environmental, Social, Governance, and Nominating), each with defined responsibilities.

• Independence standards follow NYSE rules, though not required by the current market; most directors are independent except for three.

• Board leadership structure allows for combined or separate CEO and Chair roles; currently, the CEO also serves as Chair.

• Lead Independent Director presides over executive sessions of non-management directors.