The Dixie Group (DXYN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2025, to elect six directors, hold a say-on-pay vote, and ratify the external auditor for 2025.

• Shareholders of record as of March 10, 2025, are eligible to vote; proxy materials are available online.

• Board recommends voting FOR all proposals, including director nominees, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Proposals include election of six directors, advisory vote on executive compensation, and ratification of Forvis Mazars, LLP as independent auditor.

• Shareholders may submit proposals for the 2026 meeting by November 5, 2025.

• Each Common Stock share has one vote; each Class B Common Stock share has 20 votes.

Board of directors and corporate governance

• Board consists of six nominees with diverse backgrounds in finance, operations, academia, and environmental compliance.

• Four directors are independent per SEC and NASDAQ standards; independent directors meet in executive session quarterly.

• Board committees include Executive, Audit, and Compensation/Nominations and Corporate Governance Committees.

• Board met five times in 2024; all directors attended at least 75% of meetings.

• Succession planning for executive roles is reviewed periodically.