Smith Douglas Homes (SDHC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 5, 2025, with stockholders able to participate and vote online using a unique control number.

• Only holders of record as of April 11, 2025, are entitled to vote, with Class A shares having one vote and Class B shares ten votes each, resulting in 2.1% and 97.9% of voting power, respectively.

• The company is a “controlled company” under NYSE rules, with the Founder Fund holding over 50% of voting power, allowing certain governance exemptions.

Voting matters and shareholder proposals

• Stockholders will vote on the election of eight directors and the ratification of Ernst & Young LLP as the independent auditor for 2025.

• The board recommends voting for all director nominees and for the auditor ratification.

• Proposals require a plurality (directors) or majority (auditor) of votes cast; abstentions and broker non-votes have no effect.

• Stockholder proposals for the 2026 meeting must be submitted by December 24, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of eight members, with five qualifying as independent under NYSE rules.

• The board uses a lead independent director structure, with regular executive sessions of non-management directors.

• The company has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and charters for all board committees.

• The Nominating and Corporate Governance Committee considers diversity, experience, and independence in director nominations.