Vertiv (VRT) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 17, 2026, via virtual webcast, with voting on directors, executive compensation, and auditor ratification.

• 2025 saw record financial performance: net sales of $10.2B (up 28%), operating profit of $1.8B (up 34%), and backlog of $15B (up 109%).

• Strategic investments included $1.2B in acquisitions and expanded partnerships with industry leaders to address AI infrastructure demand.

• Shareholder return exceeded 42% in 2025, with increased dividends and strong cash flow.

Voting matters and shareholder proposals

• Shareholders will vote on electing eleven directors for one-year terms, a non-binding say-on-pay for executive compensation, and ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals; no other shareholder proposals were received.

Board of directors and corporate governance

• Board consists of eleven directors, nine of whom are independent.

• Separate Chairman and CEO roles; annual elections for all directors.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed solely of independent directors.

• Directors are expected to attend at least 75% of meetings; all met this threshold in 2025.

• Robust stock ownership guidelines and prohibition on hedging/pledging company shares.