Crocs (CROX) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 9, 2026, with voting on four key proposals and opportunities for shareholder engagement online.

• 2025 revenues were $4.04 billion, down 1.5% from 2024, with Crocs Brand up 1.5% and HEYDUDE Brand down 13.3%.

• Gross margin declined to 58.3% due to tariffs; net loss was $81.2 million, compared to $950.1 million net income in 2024.

• Asset impairments of $738.1 million were primarily related to the HEYDUDE trademark and goodwill.

Voting matters and shareholder proposals

• Shareholders will vote on: election of three Class III directors, ratification of Deloitte & Touche LLP as auditor, advisory say-on-pay, and approval of the 2026 Equity Incentive Plan.

• Board recommends voting FOR all proposals.

• Shareholder proposals and nominations for the 2027 meeting must be submitted by December 24, 2026.

Board of directors and corporate governance

• Board consists of nine members, divided into three classes, with a majority being independent.

• Annual board and committee self-evaluations are conducted.

• Board leadership is separated, with an independent chairperson.

• Committees include Audit, Compensation, and Governance & Corporate Responsibility, all comprised of independent directors.

• Director nomination process emphasizes diversity, independence, and relevant expertise.