Materion (MTRN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 7, 2026, with key proposals including director elections, auditor ratification, executive compensation approval, and a board size amendment.

• Shareholders of record as of March 12, 2026, are eligible to vote; proxy materials are available online to reduce environmental impact.

• Company continues to emphasize pay-for-performance, operational excellence, and strategic growth in advanced materials markets.

Voting matters and shareholder proposals

• Proposals include electing nine directors for one-year terms, ratifying Ernst & Young LLP as auditor, approving executive compensation (say-on-pay), and amending the Articles to reduce board size.

• Shareholder proposals for the 2027 meeting must be received by November 26, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of nine nominees, with 9 of 10 directors independent and an independent chair.

• Board diversity includes five directors who are ethnically or gender diverse.

• Annual board, committee, and director evaluations are conducted; majority voting policy in place for director elections.

• Board committees oversee governance, compensation, audit, and ESG matters.