Hexcel Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine nominees to the board to serve until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Advisory Approval of the Company’s 2025 Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to the company’s named executive officers for 2025.

3. 3

   Ratification of Appointment of Ernst & Young LLP

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.

4. 4

   Approval of the Hexcel Corporation Long-Term Incentive Plan (LTIP

   ManagementBoard: FOR

   Approve the new LTIP to replace the 2013 Incentive Stock Plan, authorize 3,015,000 shares for awards, and set plan terms including director award limits and governance features.

   More detail

   The LTIP proposal requests shareholder approval to replace the existing 2013 Incentive Stock Plan with a new omnibus equity plan reserving 3,015,000 shares for future awards, supporting the company’s ability to attract, retain and motivate employees, consultants and non-employee directors through grants of options, SARs, RSUs, PSAs and other awards. Management argues the current 2013 plan reserve is insufficient to meet projected grant needs; approval will allow continued equity grant activity for approximately four to five years based on historical burn rates. The plan incorporates governance protections including minimum vesting rules, limited share recycling, prohibition on repricing without shareholder approval, annual limits on non-employee director compensation ($750,000 aggregate grant date fair value plus cash), clawback provisions, and administrator discretion for substitutions and adjustments for corporate events. The board and compensation committee recommend approval, stating that failure to approve would force reliance on cash compensation or risk retention and recruiting challenges and that the requested share reserve and plan design are within market norms and consistent with shareholder alignment. The proposal is non-routine and may be considered material because it increases the company’s equity reserve; institutional investors and proxy advisory firms typically scrutinize share requests, plan governance provisions, and dilution metrics. The company discloses historical burn rates, overhang, dilution estimates, and reasons for the requested size, arguing the request is reasonable, while opponents may object to dilution or prefer more conservative share requests or additional shareholder-friendly features.

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When is the Hexcel Corp 2026 annual meeting?

Hexcel Corp (HXL) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

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

The record date for the Hexcel Corp 2026 meeting is Tuesday, March 17, 2026. Shareholders of record on or before that date are eligible to vote.

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

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

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

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