Smith Douglas Homes (SDHC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2026, with shareholders able to vote online, by phone, or by mail.

• Shareholders of record as of April 10, 2026, are entitled to vote, with Class A shares having one vote and Class B shares ten votes each.

• The board recommends voting for all director nominees and for the ratification of Ernst & Young LLP as the independent auditor.

• The company is classified as a "controlled company" under NYSE rules, with the Founder Fund holding over 88% of voting power.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eight directors and the ratification of Ernst & Young LLP as the independent auditor for 2026.

• Proposals require a plurality (directors) or majority (auditor) of votes cast; abstentions and broker non-votes have no effect.

• Shareholder proposals for the 2027 meeting must be submitted by December 23, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of eight members, with five qualifying as independent under NYSE rules.

• The company utilizes the controlled company exemption, allowing flexibility in committee composition and governance practices.

• The board has Audit, Compensation, and Nominating and Corporate Governance Committees, each with defined charters and responsibilities.

• Board leadership includes an Executive Chairman, a CEO/Vice Chairman, and a lead independent director.

• Directors are expected to attend meetings and executive sessions are held regularly.