Linde (LIN) Proxy filing summary

Executive summary

• The 2026 Annual General Meeting will be held on July 28, 2026, in London, with participation options in Ireland via technological means.

• Key proposals include director appointments, auditor ratification, executive compensation approval, treasury share price range determination, and a shareholder ESG proposal.

• The Board recommends voting for all management proposals and against the shareholder proposal on renewable electricity procurement reporting.

• 2025 saw strong financial performance: $34B in sales (up 3%), $10.1B operating profit (up 4%), 29.8% margin, and $7.4B returned to shareholders.

• Board leadership transitioned to a combined Chairman/CEO role, with a Lead Independent Director ensuring oversight.

Voting matters and shareholder proposals

• Proposal 1: Appointment of nine director nominees for a one-year term.

• Proposal 2: Ratification of PwC as independent auditor and authorization for the Board to set remuneration.

• Proposal 3: Advisory vote on executive compensation (Say-on-Pay).

• Proposal 4: Determination of price range for re-allotment of treasury shares.

• Proposal 5: Shareholder proposal for a renewable electricity procurement strategy report, opposed by the Board.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent; diversity includes 33% women and 22% ethnically/racially diverse.

• Board committees: Audit, Human Capital, Nomination and Governance, Sustainability, and Executive.

• Annual board and committee evaluations, mandatory retirement age of 75, and limits on outside board service.

• Proxy access allows groups holding 3%+ of shares for 3 years to nominate directors.

• No poison pill rights agreement; shareholders holding 10%+ can call special meetings.