Crown Crafts (CRWS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 13, 2024, at the company’s executive offices in Gonzales, Louisiana.

• Stockholders will vote on director elections, executive compensation, and auditor ratification.

• Proxy materials are available online, with options for electronic or paper delivery.

• Voting can be done online, by phone, mail, or in person at the meeting.

Voting matters and shareholder proposals

• Election of two Class II directors to serve until the 2027 Annual Meeting.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of KPMG LLP as independent auditor for fiscal year ending March 30, 2025.

• Board recommends voting FOR all proposals.

• Stockholder proposals for the 2025 meeting must be received by February 28, 2025.

Board of directors and corporate governance

• Board consists of five members, classified into three classes with staggered terms.

• Current nominees: Zenon S. Nie (Chairman) and Michael Benstock.

• Majority of directors are independent per SEC and Nasdaq standards.

• Board leadership is separated between CEO and Chairman roles.

• Four standing committees: Audit, Compensation, Nominating and Governance, and Capital.

• All directors attended 2023 meetings and are expected to attend the 2024 meeting.

• Board diversity is considered, with a matrix provided per Nasdaq requirements.