Helios Technologies (HLIO) Proxy filing summary

Executive summary

• Returned to growth in 2025 with $839M in sales (+4% YoY), gross margin expansion to 32.3%, and record cash from operations of $127M.

• Initiated first-ever share repurchase program, repurchasing $13.6M in stock and reducing total debt by $82M.

• Completed divestiture of Custom Fluidpower, restructured engineering resources, and focused on core platforms.

• Leadership transitions included the appointment of a new President & CEO and CFO, and a new Chair of the Board.

• The CORE 2030 Strategy aims for sustainable growth and long-term value creation.

Voting matters and shareholder proposals

• Election of three directors for terms expiring in 2029 and one director for a term expiring in 2027.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year ending January 2, 2027.

• Advisory vote to approve named executive officer compensation (Say on Pay).

• Approval of amendment and restatement of the 2023 Equity Incentive Plan to add 1,000,000 shares.

Board of directors and corporate governance

• Board consists of seven members with a majority being independent; Chair is a non-management, independent director.

• Board diversity in skills, gender, and international experience; five new directors since 2020.

• Mandatory retirement at age 75; active board refreshment and succession planning.

• Annual board and committee self-evaluations, with enhanced third-party assessment in 2025.

• Four standing committees: Audit, Compensation, Governance, and Nominating, all comprised of independent directors.