Wolverine World Wide (WWW) Proxy Filing summary

Executive summary

• 2024 marked a significant transformation, with improved financial performance, reduced debt, and a return to growth in Q4, driven by brand focus and operational improvements.

• The company completed the stabilization phase, achieved record gross margin, and delivered EPS nearly six times higher than the prior year.

• Saucony is expected to lead growth in 2025 with a mid-teens revenue increase, supported by innovation, marketing, and global brand initiatives.

• The board is undergoing changes, with two directors not seeking reelection and plans to add new directors with growth-oriented expertise.

Voting matters and shareholder proposals

• Shareholders will vote on: election of two directors for terms expiring in 2028, advisory approval of executive compensation, ratification of Ernst & Young LLP as auditor, and a shareholder proposal on GHG emissions disclosures and targets.

• The board recommends voting for the director nominees, executive compensation, and auditor ratification, but against the shareholder GHG proposal.

• The GHG proposal requests disclosure of emissions and reduction targets; the board responds that Scope 1 and 2 emissions will be reported in 2025, Scope 3 in 2026, and that setting targets now is premature.

Board of directors and corporate governance

• The board is highly independent (90%), with 50% women and minority directors, and an average age of 66.

• Directors possess diverse skills in brand building, finance, global supply chain, marketing, and governance.

• Board leadership is separated, with an independent chairman and CEO roles.

• Annual board and committee self-assessments, director onboarding, and ongoing education are in place.

• Shareholder rights include action by written consent, no supermajority requirements, and majority voting with resignation policy.