Lindsay (LNN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for January 8, 2025, will be held virtually, with voting on four key proposals: election of three directors, approval of the 2025 Long-Term Incentive Plan, ratification of KPMG LLP as auditor, and a non-binding vote on executive compensation.

• Fiscal 2024 highlights include a $100M+ irrigation project in MENA, infrastructure revenue growth, a $50M manufacturing investment, and a minority stake in Pessl Instruments.

• The company increased its dividend, executed $22.5M in share repurchases, and reported free cash flow exceeding net earnings for the second consecutive year.

• Employee engagement and safety initiatives were prioritized, with global meetings and new programs launched.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors for terms ending at the 2028 Annual Meeting, approving the 2025 Long-Term Incentive Plan, ratifying KPMG LLP as auditor for fiscal 2025, and a non-binding advisory vote on executive compensation.

• The Board recommends voting in favor of all proposals.

• 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

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

• Board members bring diverse skills in global business, finance, technology, and industry experience.

• The Chairperson is an independent director, and the Board has adopted anti-hedging and anti-pledging policies for directors and executives.

• The Board held nine meetings in fiscal 2024, with all directors attending at least 75% of meetings.