RB Global (RBA) Proxy filing summary

Executive summary

• Achieved strong financial and operating results in 2025, with a 1% increase in Diluted EPS and a ~14% rise in stock price, driven by operational excellence and strategic investments.

• Enhanced operating model and realigned executive leadership in August 2025 to increase speed and customer experience focus.

• Continued market share gains in automotive and commercial construction sectors, with expanded international partnerships.

• Annual and Special Meeting scheduled for April 30, 2026, in a virtual-only format, with shareholders able to vote and participate online.

Voting matters and shareholder proposals

• Shareholders to vote on: setting Board size at 10, electing directors, appointing auditors, advisory say-on-pay, empowering Board to set director number, and a shareholder proposal on hybrid meetings.

• Board recommends voting FOR all management proposals and AGAINST the shareholder proposal for hybrid meetings.

• Shareholder proposal requests hybrid (in-person and virtual) meetings; Board opposes, citing flexibility, cost, and current best practices.

Board of directors and corporate governance

• Board consists of 10 directors, majority independent, with a mix of skills and backgrounds; three female directors (30%) and two racially/ethnically diverse members (20%).

• Board Chair is independent; Board holds regular executive sessions without management.

• Director term limits removed; Board renewal and diversity emphasized.

• Comprehensive orientation and ongoing education for directors; annual Board and committee evaluations.