Alliance Laundry Holdings Inc

This non‑binding management proposal asks stockholders to indicate whether future say‑on‑pay advisory votes should occur every one, two, or three years (or to abstain). Management recommends an annual vote, arguing that yearly advisory votes give stockholders more timely input on executive compensation, enhance engagement, and allow the Board and Compensation Committee to receive regular feedback on the Company’s pay philosophy and practices. The proposal is required by Dodd‑Frank and Rule 14a‑21 and is advisory only, so the Board retains discretion but commits to consider stockholder preferences. The Board’s rationale emphasizes fostering consistent dialogue with investors and ensuring that compensation disclosures and practices are subject to frequent review. An annual vote may increase administrative burden but provides more immediate market signal that can influence pay decisions and improvements. Conversely, multi‑year cycles are sometimes argued to reduce short‑termism and lower administrative costs; the Company notes stockholders may have differing views. The recommendation for annual votes aligns with Alliance Laundry’s emphasis on investor engagement and the use of an Adjusted EBITDA metric in incentive pay, where frequent feedback can be relevant as strategy and performance evolve. Institutional investors often prefer annual say‑on‑pay votes; the outcome will inform future governance and compensation adjustments though not bind the Board.

This advisory (non‑binding) say‑on‑pay proposal requests stockholder approval of the overall compensation of the Company’s named executive officers as disclosed in the proxy statement. Management presents this vote to provide investors an opportunity to express their views on pay‑for‑performance alignment; the Compensation Committee emphasizes its use of market benchmarking, an independent adviser (Aon), a mix of base salary, Adjusted EBITDA‑linked annual cash incentives, and long‑term equity (RSUs and options) to align executives with stockholder interests. The Board underscores that the Metric Bonus Plan ties annual incentives to Adjusted EBITDA with threshold, target and maximum payout levels and that long‑term awards were transitioned in connection with the IPO to RSUs with multi‑year vesting to encourage retention and long‑term value creation. The proposal is advisory and non‑binding, but the Board and Compensation Committee commit to consider the vote outcome in future compensation decisions and to maintain engagement with stockholders. The Company describes governance safeguards including clawback policy, stock ownership guidelines, independent compensation consultant review, and committee oversight to mitigate excessive risk-taking. Given the Company’s controlled‑company status and recent IPO, the vote also serves as an investor governance signal on the transition to public‑company compensation norms. The Board’s unanimous recommendation for a FOR vote reflects its view that the disclosed program appropriately balances retention, performance incentives, and alignment with stockholder interests.