Valhi (VHI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 22, 2025, with voting on director elections and executive compensation.

• Dixie Rice, holding 91.4% of shares, intends to vote in favor of all board nominees and executive compensation.

• Proxy materials are distributed electronically to reduce costs and expedite delivery.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors and on a nonbinding advisory resolution to approve named executive officer compensation (Say-on-Pay).

• The board recommends voting FOR all director nominees and FOR the Say-on-Pay proposal.

• Only holders of common stock as of March 25, 2025, may vote; each share equals one vote.

• Stockholder proposals for the 2026 meeting must be received by December 9, 2025.

Board of directors and corporate governance

• The board consists of seven members, with a majority being independent under NYSE standards.

• Two standing committees: Audit and Management Development & Compensation.

• The board held four meetings in 2024; all directors attended their respective meetings.

• The chair of the board is non-executive; the CEO is a separate position.

• Non-management and independent directors meet at least annually without management.