WillScot Mobile Mini (WSC) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 5, 2026, to be held virtually; record date is April 8, 2026.

• Focus in 2025 was on commercial strategy, operational excellence, talent development, and governance enhancements.

• Leadership transitions: new CEO (Timothy D. Boswell), Executive Chair (Worthing F. Jackman), and Lead Independent Director (Jeff Sagansky) effective in late 2025 and early 2026.

• Company emphasizes sustainable, long-term value creation, operational efficiency, and customer-centric initiatives.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms; two current directors retiring and not standing for re-election.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (Board recommends annual vote).

• Approval of the 2026 Incentive Award Plan to replace the 2020 plan and provide additional shares for equity awards.

Board of directors and corporate governance

• Board reduced to nine members post-meeting; diversity at 33% by gender or race/ethnicity among nominees.

• Board and committees conducted annual self-evaluations and engaged third-party advisors for governance best practices.

• Board leadership structure separates CEO and Chair roles; Lead Independent Director role established.

• Majority voting standard for director elections; robust stockholder engagement and communication channels.