Paccar (PCAR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 29, 2025, with both in-person and online participation options.

• Key agenda items include director elections, advisory votes on executive compensation and auditor ratification, and a shareholder proposal on golden parachutes.

• Board recommends voting FOR director nominees, executive compensation, and auditor ratification, and AGAINST the golden parachute proposal.

Voting matters and shareholder proposals

• Twelve directors nominated for one-year terms ending in 2026.

• Advisory vote on executive compensation (say-on-pay) and ratification of independent auditors.

• Shareholder proposal seeks a vote on excessive golden parachutes; Board opposes, citing lack of such agreements and existing conservative policies.

• Board recommends voting FOR Items 1, 2, 3 and AGAINST Item 4.

Board of directors and corporate governance

• Board consists of 12 nominees with diverse backgrounds in industry, finance, and global operations.

• 75% of director nominees are independent under Nasdaq rules.

• Board leadership includes an Executive Chairman, CEO, and independent lead director.

• Four standing committees: Audit, Compensation, Nominating and Governance, and Executive.

• Board emphasizes diversity in gender, ethnicity, and experience.