Westwood Holdings Group (WHG) Proxy Filing summary

Executive summary

• The 2026 annual meeting will be held virtually on April 30, 2026, with stockholders voting on four key proposals.

• Stockholders of record as of March 3, 2026, are entitled to vote, with 9,487,973 shares outstanding.

• The Board recommends voting FOR all director nominees, auditor ratification, the amended stock incentive plan, and the advisory say-on-pay vote.

• Proxy materials are available online, and proxy solicitation is managed by Kingsdale Advisors.

Voting matters and shareholder proposals

• Proposal 1: Election of six directors to serve until the 2027 annual meeting.

• Proposal 2: Ratification of BDO USA, P.C. as independent auditors for 2026.

• Proposal 3: Approval of the Twelfth Amended and Restated Stock Incentive Plan, adding 200,000 shares to the reserve.

• Proposal 4: Non-binding advisory vote on executive compensation.

• Board recommends FOR all proposals; broker non-votes affect only Proposal 2.

Board of directors and corporate governance

• Six nominees include experienced leaders in finance, investment, entrepreneurship, and governance.

• Board committees: Audit, Compensation and Human Capital, and Governance/Nominating, all comprised of independent directors.

• Board leadership separates CEO and Chairman roles; majority of directors are independent.

• Board refreshment policy sets age and tenure limits, with routine evaluations.

• Directors receive annual retainers and restricted stock awards; stock ownership guidelines enforced.