Valhi (VHI) Proxy filing summary

Executive summary

• The 2026 annual meeting is scheduled for May 21, 2026, with voting on director elections and executive compensation proposals.

• Dixie Rice, holding 91.4% of shares, intends to vote in favor of all board proposals, ensuring passage.

• Proxy materials, including the annual report and voting instructions, are available online and by mail.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors and on a nonbinding advisory resolution to approve named executive officer compensation (Say-on-Pay).

• The board recommends voting FOR all director nominees and FOR the Say-on-Pay proposal.

• Shareholders may submit proposals for the 2027 meeting by December 8, 2026, following SEC and bylaw requirements.

Board of directors and corporate governance

• The board consists of seven members, with a majority classified as independent under NYSE standards.

• Two standing committees: Audit and Management Development & Compensation, both composed of independent directors.

• The chair of the board is non-executive; the CEO is a separate individual.

• Directors meet regularly without management, and independent directors meet at least annually.

• A code of business conduct and corporate governance guidelines are in place and available online.