Esab Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine nominees to the Board of Directors to serve one-year terms.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

3. 3

   Approval of Named Executive Officers’ Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal requests that stockholders approve the 2025 compensation of ESAB’s named executive officers as disclosed in the proxy statement. Management asks for an advisory endorsement to demonstrate stockholder support for its pay practices; the Compensation and Human Capital Management Committee uses the vote outcome as feedback for future compensation decisions. ESAB’s executive compensation program emphasizes pay-for-performance with a mix of base salary, an annual incentive plan tied to adjusted EBITDA, net sales and working capital turns, and long-term equity awards (25% options, 25% RSUs, 50% performance RSUs tied to adjusted EPS and a relative TSR modifier). In 2025 the Committee awarded one-time retention PRSUs and RSUs to NEOs to support retention, and modest base salary increases were made; however, management recommended that no cash bonuses be paid for fiscal 2025 given results, and the Committee accepted that recommendation. The board recommends a “FOR” vote, citing alignment with stockholder interests, robust governance features (independent compensation committee, clawback policy, anti-hedging/pledging policies and double-trigger CIC provisions), and prior strong stockholder support (96% approval at 2025 meeting). The non-binding nature of the vote means it won’t change pay directly but the company will consider the outcome when setting future compensation.

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When is the Esab Corp 2026 annual meeting?

Esab Corp (ESAB) holds its 2026 annual shareholder meeting on Friday, May 8, 2026.

What is the record date for the Esab Corp 2026 meeting?

The record date for the Esab Corp 2026 meeting is Wednesday, March 18, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Esab Corp's 2026 meeting?

The board is presenting 9 director nominees at the Esab Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Esab Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Esab Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.