LSB Industries (LXU) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 15, 2025, with registration required for participation and voting.

• Four key proposals are up for vote: election of three directors, approval of the 2025 Long-Term Incentive Plan, ratification of Ernst & Young LLP as auditor, and an advisory vote on executive compensation.

• The board recommends voting in favor of all proposals and highlights the benefits of virtual meetings for broader shareholder engagement.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors, approving the 2025 Long-Term Incentive Plan, ratifying Ernst & Young LLP as auditor, and a non-binding say-on-pay vote for executive compensation.

• The board does not anticipate other matters due to the passed deadline for proposals.

• Shareholders of record as of March 24, 2025, are eligible to vote, with each share of common stock entitled to one vote.

• Proposals require a majority of votes cast for approval; abstentions and broker non-votes are not counted as votes cast.

• Deadlines for 2026 shareholder proposals and director nominations are set for December 16, 2025, and January 15, 2026, respectively.

Board of directors and corporate governance

• The board is divided into three classes, with three nominees up for election for terms expiring in 2028; the board will reduce to nine members after the meeting.

• Board composition is influenced by agreements with major shareholders, allowing certain groups to designate directors.

• Nine of ten directors are independent; all committees are fully independent.

• The board emphasizes diversity, independence, and a mix of skills and experience, with formal guidelines for board and executive diversity.

• The board held six meetings in 2024, with 100% attendance by directors.

• Lead independent director and committee chairs are designated, with clear responsibilities.