Mohawk Industries (MHK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to elect three Class III directors, ratify KPMG LLP as auditor, and hold an advisory vote on executive compensation.

• 2024 sales reached $10.8B, with adjusted EBITDA of $1.4B and free cash flow of $680M; net debt to adjusted EBITDA ratio at 1.1x.

• Company focused on long-term growth, operational improvements, and sustainability, despite challenging macroeconomic conditions.

• Proxy materials are primarily distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class III directors for three-year terms, ratifying KPMG LLP as auditor, and approving executive compensation on an advisory basis.

• All proposals require a majority of votes cast for approval.

• Shareholders can vote by internet, phone, mail, or in person at the meeting.

Board of directors and corporate governance

• Board consists of nine directors in three staggered classes, with a classified board structure to promote stability and long-term focus.

• Board members bring diverse expertise in global business, M&A, finance, sustainability, and risk management.

• Six directors are independent; a Lead Independent Director role was established to enhance oversight.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Annual board and committee self-evaluations are conducted to assess effectiveness.

• Stockholder engagement is ongoing, with regular outreach and feedback mechanisms.