Steelcase (SCS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for July 9, 2025, via live webcast, with shareholders voting on four key proposals, including board elections, executive compensation, incentive plan approval, and auditor ratification.

• Strategic priorities include workplace innovation, operational efficiency, and sustainability, with notable product launches and restructuring actions in FY2025.

• FY2025 saw improved earnings, a 4% order growth, and a net income of $120.7 million, with significant gains from asset sales and cost reduction initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors, (2) advisory approval of executive compensation, (3) approval of the amended Incentive Compensation Plan, and (4) ratification of Deloitte & Touche LLP as auditor for FY2026.

• The board recommends voting FOR all proposals.

• Shareholders of record as of May 12, 2025, are eligible to vote, with Class A shares having one vote and Class B shares ten votes each.

Board of directors and corporate governance

• The board consists of ten nominees, with eight deemed independent under NYSE standards.

• Board leadership is separated between a non-executive chair and the CEO.

• Five standing committees oversee audit, compensation, business development, governance, and executive matters.

• Annual board and committee self-assessments are conducted, with periodic external facilitation.

• Directors are subject to stock ownership guidelines and age limits for nomination.