Tecnoglass (TGLS) Proxy Filing summary

Executive summary

• The 2024 annual general meeting is scheduled for December 3, 2024, with the main agenda to elect two Class B directors for a three-year term.

• Only shareholders of record as of November 5, 2024, are eligible to vote, with one vote per ordinary share; 46,995,298 ordinary shares are outstanding.

• The meeting will be held virtually, and shareholders can participate online or by phone after registering in advance.

• The board recommends voting in favor of the nominated Class B directors.

Voting matters and shareholder proposals

• The sole voting matter is the election of two Class B directors, Christian T. Daes and Julio A. Torres, to serve until 2027.

• Directors are elected by a majority of shares present and voting; abstentions and broker non-votes do not affect the outcome.

• Shareholder proposals for the 2025 meeting must be submitted by July 11, 2025, with detailed candidate information required for board nominations.

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms; Class B directors are up for election in 2024.

• Five of seven directors are considered independent under NYSE standards; independent directors meet regularly without management.

• The board held four meetings in 2023, with all directors attending at least 75% of meetings.

• Separate roles for chairman and CEO are maintained to enhance oversight and management focus.

• Committees include audit, nominating, and compensation, each with defined charters and independent membership.