Lindsay (LNN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 6, 2026, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Fiscal 2025 saw record net earnings ($74.1M), strong international irrigation revenue growth (up 39%), and significant infrastructure margin expansion.

• Major investments included a $50M+ modernization of the main manufacturing facility and a 49.9% stake in Pessl Instruments to drive agtech innovation.

• Shareholder returns included a 3% dividend increase and $11.5M in share repurchases, with a new $150M repurchase program authorized.

Voting matters and shareholder proposals

• Shareholders will vote to elect three directors for terms ending in 2029, ratify KPMG LLP as auditor for fiscal 2026, and approve executive compensation in a non-binding vote.

• Procedures for submitting shareholder proposals and director nominations for future meetings are detailed, with specific deadlines and disclosure requirements.

Board of directors and corporate governance

• Board is divided into three classes with staggered three-year terms; all non-employee directors are independent per NYSE standards.

• Board skills include global business, M&A, technology, manufacturing, and governance; average director tenure is 9 years.

• Chairperson is an independent director, and board leadership is structured to ensure independent oversight.

• Codes of conduct and anti-hedging/pledging policies are in place for directors and executives.