JBT Marel (JBTM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 15, 2025, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Combination with Marel hf. completed in January 2025, creating a leading global food and beverage technology provider.

• 2024 marked by record revenue, adjusted EBITDA, and EPS, with strong recurring revenue and improved margins.

• Board and management emphasize integrity, best practices, and stockholder value maximization.

Voting matters and shareholder proposals

• Shareholders to vote on re-election of three directors for one-year terms, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

• Board expanded to 10 members, including four from Marel; 9 are independent, 4 are women, and 1 is ethnically diverse.

• Committees: Audit, Compensation and Human Resources, Governance and Sustainability—all comprised of independent directors.

• Annual director elections fully effective in 2026; majority voting standard in place.

• Board succession planning, diversity, and skills matrix actively managed.

• Stockholder engagement program includes investor days, roadshows, and direct communications.