NL Industries (NL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2026, with key proposals including director elections, executive compensation, reincorporation to Delaware, opting out of DGCL Section 203, and potential adjournment for further proxy solicitation.

• Shareholders are urged to vote, especially on the reincorporation proposal, which requires a supermajority of non-controlling shares.

• Valhi, Inc. controls 82.7% of shares and intends to vote in favor of all board proposals.

Voting matters and shareholder proposals

• Proposals include electing eight directors, a nonbinding say-on-pay vote, approval of reincorporation to Delaware, opting out of DGCL Section 203, and adjournment if needed.

• The reincorporation proposal requires both a majority of votes cast and two-thirds of non-Valhi shares.

• Shareholder proposals for the 2027 meeting must be submitted by December 2, 2026.

Board of directors and corporate governance

• The board consists of eight members, with a majority classified as independent under NYSE standards.

• Two standing committees: audit and management development/compensation, both composed of independent directors.

• The board held four meetings in 2025; all directors attended all meetings.

• The company is a controlled company under NYSE rules due to Valhi's ownership.

• Leadership structure separates the chair (non-executive) and CEO roles.