Luxfer (LXFR) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for June 11, 2026, in Manchester, UK, with shareholders able to vote in person or by proxy on key resolutions.

• 2025 saw successful execution of strategic initiatives, including the sale of the Graphic Arts business, focus on higher-margin sectors, and continued capital returns to shareholders via $17 million in dividends and buybacks.

• Financial highlights for 2025: Net Sales of $371.2 million, Adjusted EBITDA of $51.9 million (14.0% margin), and Net Debt reduced to $31.1 million, with a Net Debt:EBITDA ratio of 0.6x.

• Strong demand in defense and aerospace, operational consolidations, and ongoing optimization initiatives position the company for improved margins in 2026.

• Board and management emphasize alignment with megatrends, sustainability, and ongoing evaluation of strategic alternatives.

Voting matters and shareholder proposals

• Shareholders will vote on the re-election/election of seven directors, approval of the Directors' Remuneration Report, executive compensation, frequency of say-on-pay votes, auditor re-appointment and remuneration, authority to issue shares, and authority to disapply preemptive rights.

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

• Proxy voting available online, by phone, mail, or in person, with a record date of April 17, 2026.

Board of directors and corporate governance

• Board comprises seven directors, six of whom are independent; Board Chair is independent.

• Stewart Watson appointed as Non-Executive Director in September 2025, bringing expertise in strategic planning and M&A.

• Board refreshment and succession planning policies in place; recent resignations offered by directors reaching tenure/age thresholds were not accepted to maintain expertise.

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

• Annual board, committee, and director evaluations, with a focus on diversity, risk oversight, and continuous improvement.