Grifols (GRF) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 17, 2025, to elect three directors and ratify the selection of the independent auditor for 2025.

• Shareholders of record as of February 21, 2025, are entitled to vote, with one vote per share and no cumulative voting rights.

• The Board recommends voting in favor of all director nominees and the auditor ratification.

Voting matters and shareholder proposals

• Proposal 1: Election of three directors (Luke E. Sims, Donald G. Tyler, Neal F. Zalenko) for three-year terms.

• Proposal 2: Ratification of Cohen & Company, Ltd as independent registered public accountants for 2025.

• Shareholder proposals for the 2026 meeting must be received by November 14, 2025, for inclusion.

Board of directors and corporate governance

• The Board is divided into three classes with staggered terms; nominees and continuing directors have diverse backgrounds in law, finance, and investment.

• The Chairman and CEO roles are separated; the Chairman is not an Interested Person.

• The Board held three meetings in 2024, with all directors attending at least 75% of meetings.

• The Board has only one committee, the Audit Committee, and no standing nominating or compensation committees.

• Seven directors are independent under NYSE rules; two are Interested Persons due to management and ownership roles.