Solventum (SOLV) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 15, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Company completed the divestiture of the Purification & Filtration business and acquired Acera Surgical, initiating its first share repurchase program.

• Achieved $8.3B in sales for 2025, with 3.3% organic growth and seven consecutive quarters of positive sales volume growth.

• Launched a long-range plan focused on growth drivers, margin expansion, and portfolio optimization.

Voting matters and shareholder proposals

• Shareholders will vote on the election of four Class II directors, an advisory say-on-pay vote, and ratification of PwC as auditor.

• Board recommends voting FOR all proposals.

• Majority vote standard applies for uncontested director elections.

Board of directors and corporate governance

• Board consists of independent, experienced directors with diverse backgrounds in healthcare, finance, and global operations.

• Board leadership includes an independent Chair and committee chairs with relevant expertise.

• Governance practices include annual board self-assessment, director retirement at age 75, and limits on other directorships.

• Board is transitioning from a classified structure to annual elections by 2028.

• Active shareholder engagement program, with feedback informing governance and compensation decisions.