Stepan Company (SCL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for April 28, 2026, with three directors up for election, an advisory vote on executive compensation, and ratification of the external auditor as key agenda items.

• Stockholders can vote by mail, phone, or online, and brokers cannot vote on non-routine matters without instructions.

• Proxy materials and annual reports are available online, with a push for electronic delivery to reduce paper use.

Voting matters and shareholder proposals

• Proposals include electing three directors for three-year terms, a Say-on-Pay advisory vote, and ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Shareholder proposals and director nominations for 2027 must comply with SEC rules and company by-laws, with specific deadlines for submission.

Board of directors and corporate governance

• The board is divided into three classes with staggered terms; current nominees bring expertise in chemistry, global business, and company operations.

• Board committees (Audit, Compliance, Human Capital and Compensation, Nominating and Corporate Governance) are composed entirely of independent directors.

• Annual board and committee performance evaluations are conducted, and board leadership is separated between the Chairman and CEO.

• The board emphasizes diversity in tenure, age, gender, and ethnicity, and maintains a Lead Independent Director role.