Hubbell (HUBB) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 5, 2026, with shareholders voting on directors, executive compensation, and auditor ratification.

• Strong 2025 performance: net sales of $5.8B, adjusted EPS of $18.21, and free cash flow of $875M.

• Capital deployment included $958M in acquisitions, $225M in share repurchases, $287M in dividends, and $155M in capital expenditures.

• Board refreshment continued with the appointment of Edward H. Baine and CFO succession from William R. Sperry to Joseph A. Capozzoli.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 11 directors, an advisory say-on-pay for executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Proxy access allows up to 20 shareholders with 3%+ ownership for 3 years to nominate up to 20% of the board.

Board of directors and corporate governance

• Board consists of 11 nominees, 10 of whom are independent; diverse backgrounds in finance, operations, manufacturing, and governance.

• Majority voting standard adopted for uncontested director elections in 2025.

• Board leadership structure includes a combined CEO/Chair and an independent Lead Director.

• Five standing committees: Audit, Compensation, Executive, Finance, and Nominating & Corporate Governance, all with 100% independent membership (except Executive Committee).

• Annual board and committee self-evaluations and regular shareholder engagement.