Heico Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   To elect a Board of Directors for the ensuing year (nine nominees) to serve until the next Annual Meeting or until their successors are elected and qualified.

2. 2

   Advisory Approval of Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the Company’s Named Executive Officers’ compensation as disclosed in the Proxy Statement (CD&A, compensation tables, and related materials).

   More detail

   This management proposal requests a non-binding, advisory approval of the Company’s executive compensation as disclosed in the Proxy Statement (the CD&A, compensation tables, and related materials). Management seeks this annual advisory vote to provide shareholders with a direct mechanism to express their view on pay practices for Named Executive Officers, consistent with the Dodd-Frank Act requirements and the company’s prior adoption of an annual vote schedule. The Compensation Committee emphasizes that HEICO’s program ties significant compensation to long-term performance—through performance-vesting stock options that vest contingent on annual net income growth and performance-based discretionary contributions under the HEICO Leadership Compensation Plan—intended to align management incentives with shareholder value. The CD&A highlights recent responsiveness to shareholder feedback, including structuring fiscal 2025 option grants and LCP contributions to be performance-based and increasing disclosure around bonus targets and calculations. The proposal is advisory and non-binding; the Board will consider the outcome and shareholder feedback when evaluating future compensation design, but is not legally obligated to change compensation practices based on the vote. The Board recommends a FOR vote, arguing that the pay programs have supported sustained revenue, profit, and cash-flow growth over decades and align executives’ interests with shareholders. The Compensation Committee points to strong historical shareholder support (approximately 95% approval in 2025) and to HEICO’s long-term performance record as rationale for retaining the current approach. Voting FOR signals shareholder support for the Compensation Committee’s philosophy of linking pay to profitability, cash generation, and long-term value creation while preserving the Board’s discretion to make future adjustments informed by investor feedback.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   To ratify the Finance/Audit Committee’s selection of Deloitte & Touche LLP as HEICO’s independent registered public accounting firm for the fiscal year ending October 31, 2026.

Upcoming shareholder meetings at Heico Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Heico Corp 2026 annual meeting?

Heico Corp (HEI) holds its 2026 annual shareholder meeting on Friday, March 13, 2026.

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

The record date for the Heico Corp 2026 meeting is Friday, January 16, 2026. Shareholders of record on or before that date are eligible to vote.

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

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

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

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