Tootsie Roll Industries (TR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 5, 2025, to elect five directors and ratify Grant Thornton LLP as auditor for fiscal 2025.

• Only shareholders of record as of March 5, 2025, are entitled to vote; Common Stock has one vote per share, Class B Common Stock has ten votes per share.

• Board recommends voting for all director nominees and for auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote on the election of five directors and the ratification of Grant Thornton LLP as independent auditor.

• Shareholders may submit proposals for the 2026 Annual Meeting by November 27, 2025, and must follow advance notice procedures for nominations.

Board of directors and corporate governance

• Board consists of five nominees, including the CEO; most non-management directors are independent under NYSE standards.

• Board combines Chairman and CEO roles; no lead independent director.

• Board reviews succession planning for senior management and maintains a Code of Business Conduct and Ethics.

• Board does not have a separate nominating committee due to controlled company status.