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 high-margin sectors, and continued capital returns to shareholders via $17 million in dividends and buybacks.

• Net sales for 2025 were $371.2 million, adjusted EBITDA $51.9 million (14.0% margin), and net debt reduced to $31.1 million, with a net debt/EBITDA ratio of 0.6x.

• Board and management highlighted ongoing optimization, operational efficiency projects, and a strong balance sheet positioning for future growth.

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 appointment and remuneration, authority to issue shares, and disapplication of preemptive rights.

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

Board of directors and corporate governance

• Board comprises seven directors, six of whom are independent; Stewart Watson joined as a non-executive director in September 2025.

• Board refreshment and succession planning are ongoing, with policies for director retirement age and tenure.

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

• Annual board, committee, and director evaluations are conducted, with a focus on diversity, risk oversight, and best governance practices.