RB Global (RBA) Proxy Filing summary

Executive summary

• Annual and Special Meeting scheduled for May 5, 2025, in a virtual-only format, with shareholders able to vote and ask questions online.

• Strong financial performance in 2024, with continued focus on operational excellence and strategic investments for long-term growth.

• Key leadership changes in 2024: new CFO, COO, and CTO appointed to support growth and innovation.

• Shareholder engagement and feedback are emphasized, with ongoing dialogue encouraged.

Voting matters and shareholder proposals

• Shareholders will vote on: election of ten directors, appointment of Ernst & Young LLP as auditor, advisory approval of executive compensation, and ratification of the Second Amended and Restated Shareholder Rights Plan Agreement.

• Board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for 2026 must comply with advance notice and regulatory requirements.

Board of directors and corporate governance

• Board consists of ten directors, majority independent, with diverse backgrounds in finance, technology, automotive, and governance.

• Board leadership is separated from management; Robert Elton serves as independent Chair.

• Board and committees met regularly in 2024, with high attendance and executive sessions held without management.

• Annual board and committee evaluations, with a focus on diversity, renewal, and skills alignment.

• At least 30% of the Board are women; 20% are racially/ethnically diverse.