Terex (TEX) Proxy filing summary

Executive summary

• Achieved $5.4 billion in net sales and 10.4% adjusted operating margin in 2025, with $98 million returned to shareholders via repurchases and dividends. Completed integration of Environmental Solutions Group and a transformational merger with REV Group, Inc. in February 2026, expanding into specialty equipment manufacturing and resilient end markets.

• Board and management emphasize innovation, customer focus, and profitable growth, with a global footprint and strong U.S. manufacturing presence.

Voting matters and shareholder proposals

• Election of twelve directors for a one-year term.

• Advisory vote to approve executive compensation (say-on-pay).

• Approval of the 2026 Omnibus Incentive Plan.

• Ratification of KPMG LLP as independent auditor for 2026.

Board of directors and corporate governance

• All directors except the CEO are independent; diverse board with expertise in manufacturing, finance, risk, and international business.

• Recent board refresh with several new members from the REV Group merger.

• Non-Executive Chairman structure, annual board and committee self-evaluations, and robust onboarding and education for directors.

• No poison pill, strong stock ownership guidelines, and a comprehensive code of ethics.