Hudson Technologies Inc

1. 1

   Election of Four Directors to the Board of Directors

   ManagementBoard: FOR

   Elect four directors—Loan N. Mansy, Richard Parrillo, Eric A. Prouty and Alan Sheriff—to serve two-year terms expiring at the 2028 annual meeting.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding advisory 'say-on-pay' resolution to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This proposal requests a non-binding, advisory shareholder vote to approve the named executive officer (NEO) compensation disclosed in the proxy statement (a typical 'say-on-pay' vote). Management is seeking shareholder approval to validate its compensation program, which combines base salary, annual cash and/or equity bonuses tied to company financial metrics, and long-term equity incentive awards intended to align executive incentives with shareholder value. The company emphasizes that the Compensation Committee sets pay to attract, retain and motivate executives, balance short-term and long-term incentives, and link payouts to performance metrics such as EBITDA, stock price and net income; annual and long-term equity awards (including options with performance vesting conditions) play a significant role. The vote is non-binding, but the Board and Compensation Committee state they will carefully consider the results when evaluating and potentially adjusting compensation practices. Contextual governance considerations include recent executive changes (a new CEO and employment agreements with change-in-control and severance provisions), option grants with multi-year performance vesting metrics, and the CEO serving also as Board Chair with a lead independent director in place. Potential investor concerns include pay-versus-performance alignment (the proxy includes extensive 'pay versus performance' disclosure), severance and change-in-control protections, and the structure/timing of equity grants; proponents of the program would argue that multi-year performance-based vesting and tying awards to relative stock performance (Russell 2000) align management and shareholders. The Board’s recommendation 'FOR' reflects its view that the current program is competitive, appropriately calibrated to company size and strategy, and subject to oversight by an independent Compensation Committee that uses external benchmarking and consultant input. From an analyst perspective, the advisory vote is an important signal of shareholder sentiment on executive pay; a strong 'for' vote supports management continuity of pay practices, while significant opposition would likely prompt the Board and Compensation Committee to review plan design, disclosure, or governance safeguards.

3. 3

   Ratification of Appointment of Independent Registered Public Accountants

   ManagementBoard: FOR

   Ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026.

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When is the Hudson Technologies Inc 2026 annual meeting?

Hudson Technologies Inc (HDSN) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Hudson Technologies Inc 2026 meeting?

The record date for the Hudson Technologies Inc 2026 meeting is Thursday, April 16, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 4 director nominees at the Hudson Technologies Inc 2026 meeting, listed with their independence status and background.

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

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