Terex (TEX) Proxy filing summary

Voting matters and shareholder proposals

• Board nominees are elected by a majority of votes cast for or against each nominee by shareholders present virtually or by proxy and entitled to vote.

• All other proposals require a majority of shares present virtually or by proxy and entitled to vote.

• Abstentions count as negative votes on all matters, while broker non-votes are not considered votes cast and have no effect on outcomes.

• Brokers cannot vote on director elections, executive compensation, or the 2026 Omnibus Incentive Plan without specific shareholder instructions, but may vote on auditor ratification without instructions.

Board of directors and corporate governance

• Board elections will be held at the annual meeting, with nominees requiring more votes for than against to be elected.

Audit committee and external auditor matters

• Shareholders will vote on the ratification of KPMG LLP as the independent registered public accounting firm.

• Brokers have discretionary authority to vote on auditor ratification if shareholders do not provide instructions.