Trinseo (TSE) Proxy Filing summary

Executive summary

• The annual general meeting is scheduled for June 25, 2025, with nine director nominees up for election, and several key proposals for shareholder approval, including executive compensation, auditor ratification, share issuance authority, amendments to the incentive plan, and voluntary forfeiture of underwater options by top executives.

• The company faced challenging market conditions in 2024, implementing restructuring, cost-saving initiatives, and a major debt refinancing to improve liquidity and reduce exposure to cyclical markets.

• Shareholders are encouraged to vote electronically or by mail, with detailed instructions provided for both record and beneficial holders.

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 certain executive stock options.

• 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 a focus on diverse industry, financial, and leadership experience.

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

• The board separates the roles of Chair and CEO, conducts annual self-evaluations, and maintains a code of conduct and ethics.

• Four standing committees: Audit, Compensation and Talent Development, Nominating and Corporate Governance, and Environmental, Health, Safety, Sustainability & Public Policy.