Hayward Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class II director nominees—Kevin Brown, Arthur Soucy, and Lori Walker—to serve three-year terms expiring in 2029.

2. 2

   Advisory Vote To Approve 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 management proposal requests a non-binding advisory endorsement of the Company’s executive compensation as disclosed in the proxy. Management seeks stockholder approval to validate its pay practices, which emphasize pay-for-performance with a significant portion of NEO compensation at risk through cash incentives, RSUs and performance stock units (PSUs). The Compensation Committee explains the program's design—annual cash incentives tied to Adjusted EBITDA, Net Sales and Cash Conversion Cycle, and three-year PSUs tied to Net Sales growth, Adjusted EBITDA margin and Return on Gross Invested Capital, with a TSR modifier—intended to align management incentives with strategic objectives and shareholder value. The board recommends a FOR vote, citing robust governance measures including independent compensation committee oversight, use of an independent consultant, clawback policy, stock ownership guidelines, and prior strong shareholder support (92% in 2025). The advisory nature means the vote will not change past awards but will be considered by the Compensation Committee for future adjustments. Potential investor concerns could include whether performance metric targets and peer group selection align incentives properly and whether vesting/retention features or severance provisions unduly insulate executives; management addresses these via clawbacks, double-trigger change-in-control protections, and retirement/forfeiture provisions. Overall, the proposal is routine but important for governance signaling, and the Board frames the recommendation around alignment with long-term stockholder value and retained flexibility to adjust pay programs.

3. 3

   Ratification of the Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

4. 4

   Other Business

   Management

   To transact such other business as may properly come before the Annual Meeting.

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When is the Hayward Holdings Inc 2026 annual meeting?

Hayward Holdings Inc (HAYW) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Hayward Holdings Inc 2026 meeting?

The record date for the Hayward Holdings Inc 2026 meeting is Wednesday, March 25, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 3 director nominees at the Hayward Holdings Inc 2026 meeting, listed with their independence status and background.

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

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