The Dixie Group (DXYN) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 6, 2026, to elect six directors, hold a say-on-pay vote, and ratify the external auditor for 2026.

• Shareholders of record as of March 6, 2026, are eligible to vote; Common Stock has one vote per share, Class B Common Stock has 20 votes per share.

• Board recommends voting in favor of 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.

• Shareholder proposals for the 2027 meeting must be received by November 4, 2026, for inclusion in proxy materials.

• Abstentions and broker non-votes do not affect the outcome of director elections or say-on-pay.

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 reviews management succession plans and emphasizes continuity and experience in director selection.