Covista Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eleven nominees—Stephen W. Beard, William W. Burke, Emily C. Chiu, Donna J. Hrinak, Georgette Kiser, Liam Krehbiel, Michael W. Malafronte, Sharon L. O’Keefe, Kenneth J. Phelan, Leslie Storms, and Betty Vandenbosch—to serve until the 2027 Annual Meeting.

2. 2

   Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as Covista’s independent registered public accounting firm for the fiscal year ending June 30, 2027.

3. 3

   Say-on-Pay: Advisory Vote to Approve Compensation of Named Executive Officers

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation paid to Covista’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   The proposal asks shareholders to approve, in an advisory and non-binding vote, compensation paid to Covista’s named executive officers for fiscal 2026. The resolution incorporates the company’s proxy disclosure, including the Compensation Discussion and Analysis, compensation tables, and related disclosures. Management argues that the program aligns executive interests with shareholders, students, employees, employers, and other stakeholders. The compensation structure emphasizes performance-based pay, with most target compensation tied to financial, operating, strategic, and academic outcomes. For fiscal 2026, the CEO’s annual equity award consisted entirely of performance share units, while other NEOs received a mix of performance share units and restricted stock units. Short-term incentives used revenue, adjusted earnings per share, institutional results, and individual performance modifiers, while long-term awards used revenue growth and adjusted EBITDA margin. Management highlights strong fiscal 2026 results, including 9.3% revenue growth, 23.7% adjusted EPS growth, substantial cash generation, share repurchases, and continued enrollment growth. The company also emphasizes multi-year shareholder returns and the completion of its Growth with Purpose strategy as evidence supporting the compensation decisions. The Board recommends a vote FOR because it believes the program appropriately links pay to performance and supports retention and execution of the next Purpose at Scale strategy. Although the vote is not binding, the Compensation Committee states that it expects to consider the outcome when evaluating the executive compensation program.

4. 4

   Approval of the Covista Inc. 2026 Equity Incentive Plan

   ManagementBoard: FOR

   Approve the Covista Inc. 2026 Equity Incentive Plan, reserving 2,100,000 shares for awards and replacing the Fourth Amended and Restated Incentive Plan of 2013.

   More detail

   The proposal asks shareholders to approve Covista’s 2026 Equity Incentive Plan, which would reserve up to 2,100,000 shares of common stock for future equity awards. If approved, the plan would become effective immediately after the November 11, 2026 Annual Meeting and replace the company’s Fourth Amended and Restated Incentive Plan of 2013 for new awards. Existing awards under the prior plan would remain outstanding under their existing terms, while no new awards generally would be granted under that plan after shareholder approval. Management seeks approval because it believes continued equity capacity is necessary to attract, retain, and motivate directors, executives, employees, consultants, and advisors. The plan is intended to support pay-for-performance and align participants’ interests with long-term shareholder value. The company estimates that the share reserve could support equity grants for approximately four years and reports a three-year average burn rate of 1.33%. The plan adds governance features including limits on dividends for unvested or unearned awards and a $750,000 annual limit on non-employee director cash and equity compensation, subject to specified exceptions. It also includes a one-year minimum vesting requirement subject to limited exceptions, prohibits repricing without shareholder approval, contains no evergreen provision, and restricts liberal share recycling. Awards may include options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards, and performance compensation awards, with clawback and recoupment provisions. The Board recommends a vote FOR because it believes approval is important to maintaining competitive compensation programs and supporting Covista’s continued growth and long-term success.

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When is the Covista Inc 2026 annual meeting?

Covista Inc (CVSA) holds its 2026 annual shareholder meeting on Wednesday, November 11, 2026.

What is the record date for the Covista Inc 2026 meeting?

The record date for the Covista Inc 2026 meeting is Monday, September 21, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Covista Inc's 2026 meeting?

The board is presenting 11 director nominees at the Covista Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Covista Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Covista Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.