Tootsie Roll Industries (TR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 6, 2026, to elect six directors, ratify the appointment of Grant Thornton LLP as auditor, and hold an advisory vote on executive compensation.

• Shareholders of record as of March 5, 2026, are entitled to vote, with Common Stock carrying one vote per share and Class B Common Stock ten votes per share.

• The Gordon family controls over 50% of voting power, qualifying the company as a “controlled company” under NYSE rules.

Voting matters and shareholder proposals

• Proposals include election of six directors, ratification of Grant Thornton LLP as auditor for 2026, and a non-binding advisory vote on executive compensation for 2025.

• Shareholder proposals for the 2027 meeting must be received by November 27, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of six directors, with a mix of family members and independent directors; non-management directors (except one) are independent under NYSE standards.

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

• Board reviews succession planning and has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics.

• Board does not have a separate nominating committee due to controlled company status; director nominations are handled by the full Board.