Generac (GNRC) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 11, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• 2025 net sales were $4.2B, down 2% from prior year, with $716M adjusted EBITDA and $438M cash flow from operations.

• Strategic focus on energy resilience, efficiency, and innovation, with new product launches in home and data center energy solutions.

• Board and management emphasize pay-for-performance alignment, with 75%+ of executive compensation at risk.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors, ratifying Deloitte & Touche LLP as auditor, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Proxy access bylaw allows groups holding 3%+ of shares for 3 years to nominate directors.

Board of directors and corporate governance

• Board consists of ten directors, nine of whom are independent.

• Three standing committees: Audit, Human Capital and Compensation, and Nominating and Corporate Governance.

• Lead Director role provides independent oversight; all directors attended at least 75% of meetings.

• Directors are subject to stock ownership guidelines and limits on outside board service.