RBC Bearings (RBC) Proxy filing summary

Executive summary

• Achieved record fiscal 2026 results: net sales of $1.87B (+14.3%), gross margin 44.4%, adjusted EBITDA $605.3M (+16.8%), and net income $287.6M (+16.4%).

• Five-year CAGR: net sales 25.2%, adjusted EBITDA 28.3%, free cash flow 19.5%.

• Acquired VACCO Industries and reduced debt using record free cash flow.

• Total shareholder return over five years was 174.5%, outperforming peers by 78%.

• Market capitalization reached $19B as of July 2026, with 65 facilities in 11 countries.

Voting matters and shareholder proposals

• Election of two Class III directors (Dr. Michael J. Hartnett and Dolores J. Ennico) for three-year terms.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2027.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine directors in staggered three-year terms; will reduce to eight after a retirement.

• Majority of directors are independent per NYSE standards; Lead Independent Director role established.

• Committees: Audit, Compensation, Nominating and Governance—all comprised of independent directors.

• Board maintains Corporate Governance Guidelines and a Code of Conduct and Ethics.

• Board regularly reviews classified structure and engages in shareholder outreach.