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 include new CFO, COO, and CTO appointments to support growth and innovation.

• Shareholder engagement and feedback are emphasized as part of ongoing governance and strategy.

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 and nominees.

• 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 and committees meet regularly, with all directors attending at least 75% of meetings in 2024.

• Board Chair is independent; CEO and Chair roles are separated.

• Board diversity policy targets at least 30% women; as of March 2025, 30% of directors are women and 20% are racially/ethnically diverse.

• Annual board and committee evaluations, with periodic use of external consultants for governance best practices.