Futurefuel Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two Class B directors—Paul A. Novelly, II and Richard P. Rowe—for three-year terms expiring in 2029.

2. 2

   Advisory (Non-Binding) Vote to Approve the Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (CD&A, summary compensation table, and related disclosures).

   More detail

   This proposal is a non-binding advisory "say-on-pay" vote required by the Dodd-Frank Act, asking shareholders to approve the compensation paid to the named executive officers as described in the proxy statement, including the Compensation Discussion and Analysis and tabular disclosures. Management presents this proposal to signal shareholder support for its pay framework, which the company says is designed to be competitive with its industry peer group and to provide incentives that promote enhancement of shareholder value. The compensation program includes base salaries, annual bonuses, and equity awards administered under the Company’s Incentive Plan; notably, the CEO was granted 750,000 RSUs under an employment agreement that vest over five years, and other named executives received restricted stock awards. Although the vote is advisory and not binding on the board or Compensation Committee, the committee will consider the outcome when making future compensation decisions, making the vote an important governance signal. The board recommends a "FOR" vote on the basis that the pay program aligns executive incentives with long-term performance, retains talent, and reflects competitive benchmarks and governance oversight by an independent Compensation Committee. Company-specific context includes recent leadership changes (a new CEO in 2024), significant equity awards to the CEO, and the company’s practice of holding say-on-pay votes every three years (next scheduled for 2029), which frames the proposal’s strategic relevance. Potential investor concerns include the size and structure of CEO equity awards and any perceived gaps between realized pay and company performance; management counters by emphasizing incentive alignment, vesting schedules, and oversight. In evaluating the merits, an analyst should weigh the non-binding nature of the vote, the Compensation Committee’s responsiveness to shareholder feedback, the disclosed pay-for-performance metrics (including Adjusted EBITDA links), and the magnitude and terms of recent equity grants to executive leadership. Overall, the proposal asks for shareholder assent to management’s disclosed pay practices while providing an opportunity for shareholders to influence future compensation policy through their advisory vote.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the board’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Futurefuel Corp 2026 annual meeting?

Futurefuel Corp (FF) holds its 2026 annual shareholder meeting on Tuesday, September 22, 2026.

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

The record date for the Futurefuel Corp 2026 meeting is Monday, August 3, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 2 director nominees at the Futurefuel Corp 2026 meeting, listed with their independence status and background.

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

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