Lindblad Expeditions (LIND) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on June 4, 2025, with voting on director elections, executive compensation, an amendment to the long-term incentive plan, and auditor ratification.

• Stockholders of record as of April 8, 2025, are eligible to vote, with both common and Series A Preferred Stock voting as a single class.

• The proxy statement details voting procedures, board composition, executive compensation, and other governance matters.

Voting matters and shareholder proposals

• Election of four Class A directors for terms expiring in 2028 and one Class B director for a term expiring in 2026.

• Advisory vote on 2024 executive compensation (say-on-pay).

• Approval of an amendment to the 2021 Long-Term Incentive Plan to increase the share reserve by 4,600,000 shares.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2025.

• Procedures for shareholder proposals and nominations for the 2026 meeting are outlined.

Board of directors and corporate governance

• The board consists of eleven members divided into three staggered classes, with a mix of experienced leaders from diverse backgrounds.

• Board leadership is currently shared by two Co-Chairs; a lead independent director is designated as needed.

• All directors except one are considered independent under Nasdaq standards.

• Three standing committees: Audit, Compensation, and Nominating, each with defined responsibilities and independent members.

• The board emphasizes diversity, skills, and ethical standards in director selection.