Haemonetics Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight director nominees named in the proxy statement to one-year terms expiring at the 2027 Annual Meeting.

2. 2

   Advisory Vote on Executive Compensation (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.

   More detail

   This advisory "say-on-pay" proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in the proxy materials. Management is seeking this vote to confirm shareholder support for its pay philosophy and program design, which it describes as pay-for-performance with a substantial portion of executive pay variable and tied to annual financial metrics and multi-year performance share units (PSUs). The Company cites alignment features including a mix of short-term (adjusted revenue, adjusted EPS, adjusted free cash flow) and long-term incentives (PSUs weighted to relative TSR and AAGR, RSUs and options), clawback policies, share ownership guidelines and double-trigger change-in-control protections. This proposal follows the Company’s regular shareholder engagement and prior high say-on-pay results (approximately 98.6% support at the 2026 meeting and historically over 94%), which management highlights as evidence of investor support and as context for maintaining the current compensation framework. The Board recommends FOR the advisory approval, indicating that it views the disclosed program as appropriately calibrated to motivate and retain leadership while aligning pay with long-term shareholder value creation. While the vote is advisory and not binding, a negative outcome would prompt further shareholder outreach and potential compensation program adjustments by the Compensation Committee. In evaluating the merits, sophisticated investors should weigh the program’s targeted metrics and vesting structures against actual performance results, historical PSU payouts, and the Company’s recent strategic actions (divestitures, acquisitions and product approvals) that materially influenced compensation outcomes. The Company’s disclosure also explains shareholder outreach, peer benchmarking, and the Compensation Committee’s use of an independent consultant, useful considerations for assessing governance quality and responsiveness.

3. 3

   Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 3, 2027.

4. 4

   Approval of Amendment and Restatement of the 2019 Long-Term Incentive Compensation Plan

   ManagementBoard: FOR

   Approve an amendment and restatement of the 2019 Long-Term Incentive Compensation Plan to increase the share reserve by 4,680,000 shares, extend the plan term through 2036, and make technical and conforming changes.

   More detail

   This management proposal requests shareholder approval to increase available equity under the Company’s long-term incentive framework by 4,680,000 shares and to extend the plan’s term through 2036. Management frames this as necessary to preserve the Company’s ability to grant PSUs, RSUs, stock options and other equity awards that align employee and director interests with long-term shareholder value, noting limited remaining capacity (248,258 shares available under the Current Plan as of May 22, 2026). The Board and Compensation Committee evaluated historical grant rates, anticipated hiring needs, dilution/overhang considerations and peer practices and concluded the requested pool should support roughly two to four years of anticipated grants under conservative assumptions. The Amended Plan retains governance protections the Company highlights as best practices, including no liberal share recycling, explicit anti-repricing language absent shareholder approval, annual limits on grants to individuals and non-employee directors, clawback provisions, and double-trigger change-in-control treatment. Shareholders should weigh the requested increase against dilution metrics (the Company estimates overhang would rise to ~14.69% if approved) and the Company’s historical modest burn rate (~1.1% average past three years), as well as the details of award counting (a 2.76 fungible ratio for full-value awards). The proposal’s passage is material to compensation program implementation and retention strategies; a failure to approve would constrain future equity grants and could force higher cash compensation or alternative structures, potentially affecting recruiting and retention. Investors assessing the proposal should consider the Board’s rationale, plan safeguards, historical grant practices, and the potential dilution trajectory versus peer norms and expected equity usage given the Company’s strategic plan.

5. 5

   Approval of Amendment and Restatement of the 2007 Employee Stock Purchase Plan (ESPP

   ManagementBoard: FOR

   Approve an amendment and restatement of the 2007 Employee Stock Purchase Plan to extend the term through December 31, 2036 and make administrative changes so eligible employees may continue to purchase shares via payroll deductions.

   More detail

   Management seeks shareholder approval to extend the ESPP through December 31, 2036 and implement administrative updates. The ESPP is presented as a broad-based retention and ownership vehicle: since 2007 the Company has issued ~2.15 million shares (about 120,000 per year), and as of April 2026 roughly 1.0 million shares remained available for future issuance—management estimates this capacity could support ~9 more years of purchases under current run rates. The requested extension preserves employee access to a discounted purchase mechanism (85% of lesser of period-start or period-end price) and avoids forced expiration that would terminate new employee participation. The Board recommends FOR, positioning the ESPP as aligning employee and shareholder interests and a cost-effective retention tool relative to cash compensation. Investors should consider the dilution implications (1.0 million shares would increase outstanding shares by ~2.3% if fully issued) compared with the program’s long-term benefits for attraction and retention, the company’s historical average annual issuance (~120,000 shares), and the ESPP’s conservative design features (purchase limits, per-employee caps tied to $25,000 Code Section 423 limits, and customary blackout/change-of-control provisions). Approval maintains a widely used employee benefit that management argues supports long-term shareholder value creation.

6. 6

   Transaction of Other Business

   Management

   Transact such other business as may properly come before the meeting.

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When is the Haemonetics Corp 2026 annual meeting?

Haemonetics Corp (HAE) holds its 2026 annual shareholder meeting on Friday, July 24, 2026.

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

The record date for the Haemonetics Corp 2026 meeting is Friday, May 22, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 8 director nominees at the Haemonetics Corp 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 6 proposals at the Haemonetics Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.