Owens Corning (OC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 14, 2026, with virtual participation to enhance accessibility and reduce environmental impact.

• Proxy materials distributed to shareholders of record as of February 17, 2026, with voting available online, by phone, or mail.

• Company reported $10.1 billion in 2025 net sales, with a focus on North America and Europe and three main business segments: Roofing, Insulation, and Doors.

• Strategic priorities include strengthening market positions, leveraging enterprise scale, and extending product offerings.

• 2025 financial highlights: $2.3 billion adjusted EBITDA, 22% adjusted EBITDA margin, $1 billion returned to shareholders, and a 15% dividend increase.

• Completed divestiture of building materials business in China and Korea and advanced integration of the Doors business.

Voting matters and shareholder proposals

• Election of nine director nominees for terms expiring at the 2027 annual meeting.

• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.

• Advisory vote on named executive officer compensation (Say-on-Pay).

• No shareholder rights plan in place; robust shareholder outreach and engagement program.

Board of directors and corporate governance

• Board consists of ten directors, with nine nominated for re-election; one director not standing for re-election.

• 90% of directors are independent; all committees are fully independent.

• Lead Independent Director role with defined responsibilities; annual board and committee self-evaluations.

• Board refreshment policy, mandatory retirement age of 73, and overboarding limits.

• Director onboarding and continuing education programs in place.

• Board diversity: 55% of nominees are diverse (33% gender, 22% ethnic/racial).