Luxfer (LXFR) Proxy Filing summary

Executive summary

• 2024 marked a strong recovery with improved cash generation, margin enhancement, and operational efficiency gains, especially after challenges in 2023.

• Strategic review led to the planned sale of the Graphic Arts business, focusing on higher-margin sectors like defense, clean energy, and aerospace.

• Net Sales for 2024 were $362.3 million, Adjusted EBITDA $49.8 million (13.7% margin), and free cash flow $47.7 million; net debt reduced to $41.0 million (0.7x leverage).

• Over $16 million was returned to shareholders via dividends and share buybacks in 2024.

Voting matters and shareholder proposals

• Shareholders will vote on re-election of six directors, approval of remuneration reports, executive compensation, frequency of say-on-pay votes, auditor appointment and remuneration, authority to issue shares, disapplication of preemptive rights, and share repurchase authorization.

• Board recommends voting FOR all resolutions and EVERY 1 YEAR for say-on-pay frequency.

Board of directors and corporate governance

• Board consists of six directors, five of whom are independent; annual elections with majority voting.

• Committees (Audit, Nominating & Governance, Remuneration) are fully independent.

• Board diversity: 33% ethnic/gender diverse, average tenure 5 years.

• Annual board, committee, and director evaluations; robust succession planning and ongoing board education.