Trinseo (TSE) Proxy Filing summary

Executive summary

• The annual general meeting is scheduled for June 25, 2025, in Dublin, with nine directors up for election and several key proposals on the agenda.

• Shareholders will vote on executive compensation, auditor ratification, share issuance authority, amendments to the incentive plan, and voluntary forfeiture of underwater stock options by top executives.

• The company faced challenging market conditions in 2024, leading to restructuring, cost-saving initiatives, and a major debt refinancing to extend maturities and improve liquidity.

• A focus on sustainability, recycling, and divestiture of certain business segments is part of the ongoing transformation strategy.

Voting matters and shareholder proposals

• Proposals include electing nine directors, advisory approval of executive compensation, ratification of PwC as auditor, authority to issue shares, opt-out of pre-emption rights, setting treasury share price range, amendments to the Omnibus Incentive Plan, and voluntary forfeiture of stock options by executives.

• Proposals 5 and 6 require a 75% supermajority; others require a simple majority.

• Shareholder proposals and director nominations for 2026 must be submitted by January 1, 2026.

Board of directors and corporate governance

• The board will be reduced to nine members, with two directors not standing for re-election.

• All directors except the CEO are considered independent under NYSE standards.

• The board has four standing committees: audit, compensation and talent development, nominating and corporate governance, and environmental, health, safety, sustainability, and public policy.

• Annual board and committee self-evaluations are conducted, and a code of business conduct and ethics is in place.