Cabot (CBT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for March 13, 2025, to be held virtually; shareholders will vote on four key proposals, including director elections, executive compensation, a new long-term incentive plan, and auditor ratification.

• Board recommends voting FOR all proposals and nominees; voting is open to shareholders of record as of January 15, 2025.

• Company highlights strong fiscal 2024 performance, achieving top-end growth targets, robust cash flow, and significant returns to shareholders.

• Strategic initiatives advanced include sustainability-focused product launches, capacity expansions, and a $50 million DOE grant for battery materials.

Voting matters and shareholder proposals

• Four directors nominated for election to serve until 2028: Michael M. Morrow, Thierry Vanlancker, Michelle E. Williams, and Frank A. Wilson.

• Advisory vote on executive compensation (say-on-pay) and approval of the 2025 Long-Term Incentive Plan.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2025.

• Board recommends FOR all proposals; voting can be done online, by phone, or by mail.

Board of directors and corporate governance

• Board consists of 12 members, with a focus on diversity, independence, and relevant industry expertise.

• Non-Executive Chair structure in place; all committees composed of independent directors.

• Board refreshment ongoing, with three new directors in the last three years and a focus on skills, diversity, and tenure.

• Governance Committee oversees director nominations, board evaluations, and related party transactions.