Hurco Companies (HURC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for March 13, 2025, with a record date of January 17, 2025, at company headquarters in Indianapolis, Indiana.

• Shareholders will vote on the election of eight directors, an advisory say-on-pay vote, an amendment to the 2016 Equity Incentive Plan, and ratification of Deloitte & Touche LLP as auditor.

• Proxy materials are distributed via full set delivery and are also available online.

Voting matters and shareholder proposals

• Proposals include electing eight directors, approving executive compensation, amending the 2016 Equity Incentive Plan to add 850,000 shares, and ratifying Deloitte as auditor.

• The Board recommends a vote FOR all proposals.

• Shareholders can submit proposals for the 2026 meeting by October 1, 2025, and must follow advance notice requirements.

Board of directors and corporate governance

• The Board consists of eight members, with one new nominee, Benjamin Rashleger, replacing Thomas A. Aaro.

• Six directors are independent; the Board is led by Executive Chairman Michael Doar.

• Board committees include Audit, Compensation, and Nominating and Governance, all chaired by independent directors.

• Board and executive officer diversity is highlighted, with matrices provided for gender and demographic background.

• The Board regularly reviews governance principles, leadership structure, and succession planning.