Resideo Technologies (REZI) Proxy filing summary

Executive summary

• 2025 was a year of strategic transformation, highlighted by the termination of a costly indemnification agreement with Honeywell and the planned tax-free spin-off of the ADI Global Distribution segment, expected to complete in the second half of 2026.

• Record net revenue of $7.5 billion (up 11% year-over-year), with gross margin expansion and strong adjusted EBITDA and EPS, despite macroeconomic challenges.

• Ten major new product launches in 2025, with continued focus on innovation and sustainability in product development.

• Leadership transitions are planned, with the current CEO set to retire upon completion of the ADI spin-off, and succession plans in place for both resulting companies.

Voting matters and shareholder proposals

• Shareholders will vote on: election of directors, advisory approval of executive compensation (say-on-pay), ratification of Deloitte as independent auditor, and a shareholder proposal to allow action by written consent (Board recommends against the latter).

• Board recommends voting for all director nominees, executive compensation, and auditor ratification, but against the written consent proposal.

Board of directors and corporate governance

• Board consists of 11 directors, 10 of whom are independent; annual elections and majority voting standard in uncontested elections.

• Board committees (Audit, Compensation and Human Capital Management, Nominating and Governance, Finance, Innovation and Technology) are composed solely of independent directors.

• Board diversity includes 36% women and one Black director; average tenure is 6.2 years.

• Strong governance practices: proxy access, annual board and committee evaluations, stock ownership guidelines, and robust risk oversight.