Valmont Industries (VMI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 27, 2026, at company headquarters in Omaha, Nebraska, with a live audio webcast available for remote shareholders.

• Four directors are up for election to three-year terms; other agenda items include approval of the 2026 Employee Stock Purchase Plan, advisory approval of executive compensation, and ratification of the independent auditor.

• Proxy materials are distributed primarily via the Internet to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors, approving the 2026 Employee Stock Purchase Plan, an advisory say-on-pay vote, and ratifying the appointment of KPMG LLP as the new independent auditor.

• Shareholder proposals for the 2027 meeting must be received by November 11, 2026, and must comply with bylaw procedures.

Board of directors and corporate governance

• The board consists of eleven members, with ten being independent; board committees are fully independent.

• Board refreshment and diversity are emphasized, with six directors joining since October 2019 and four women on the board.

• The board has established a majority voting system for director elections and stock ownership guidelines for directors and executives.

• Lead independent director presides at executive sessions; succession planning is reviewed annually.