Medline Inc

This management proposal asks stockholders to cast a non-binding advisory vote approving the Company’s named executive officer (NEO) compensation as disclosed in the proxy, including the Compensation Discussion and Analysis and executive compensation tables. Management seeks shareholder approval to validate its pay-for-performance philosophy, retention-focused design, and incentive structure that ties significant at-risk pay to short- and long-term performance measures (notably Plan Adjusted EBITDA and Net Sales). The Compensation Committee used market benchmarking and engaged Korn Ferry to set competitive targets and designed the mix of base, annual cash incentive (AIP), and long-term equity (Incentive Units/RSUs) to align management with investor interests. The Board recommends a FOR vote, asserting that the program supports long-term value creation, aligns pay with measurable company outcomes, and mitigates excessive risk through governance features (clawback policy, stock ownership guidelines, double-trigger CIC protections, and independent consultant oversight). The advisory nature of the vote means it is not binding, but the Board and Compensation Committee commit to considering the outcome when making future compensation decisions. The context includes the Company’s 2025 transition to a public company (IPO in December 2025) and the conversion of long-term awards into RSUs tied to achieved performance, which materially increased the equity portion of pay and linked realized value to IPO/public-market valuations. Given the significant equity orientation and recent IPO-related valuation step changes, stockholder support would provide the Board with additional confirmation of alignment; a negative vote would likely trigger further engagement and potential changes to compensation design. Overall, the proposal functions as a governance check on executive pay, asking investors to endorse or register concerns about the Company’s compensation philosophy and its implementation during a period of strategic transition and public-market scrutiny.

This management proposal asks stockholders to indicate, on a non-binding basis, whether the Company should hold future advisory votes on named executive officer compensation every one, two, or three years. The Board recommends the one-year option, arguing that an annual say-on-pay vote aligns with its annual compensation review process, ensures timely investor feedback, and enhances communication between the Compensation Committee and stockholders. Management frames the annual frequency as a governance best practice that helps the Compensation Committee incorporate investor sentiment into compensation decisions on an annual cadence. Given the Company’s recent IPO and evolving public-company disclosures and incentive structures, the Board considers more frequent feedback useful for refining pay programs and assessing investor perspectives as the company’s capital structure and public-market dynamics develop. Because the vote is advisory and not binding, the Board will consider the outcome but retains discretion to set compensation policies. A vote for a one-year frequency would commit the Company to an annual engagement point on pay; a vote for longer intervals would reduce the frequency of formal investor input but not eliminate informal engagement. The choice also affects administrative cadence and recurring investor relations priorities and may influence how quickly the Compensation Committee responds to stockholder concerns. For stewardship-oriented investors, an annual vote can be a tool for active oversight during a period of strategic change; for long-term investors preferring less frequent votes, the two- or three-year options may be attractive. The Board’s recommendation reflects a preference for responsive governance and regular accountability on executive pay matters.

This catch-all proposal reserves the right for the meeting to consider any other business properly presented at the Annual Meeting that is not specified in the proxy materials. Such items, by definition, are unspecified in advance and can include procedural matters, ministerial items, or unforeseen substantive proposals raised at the meeting consistent with the Company’s bylaws and applicable law. Because the Board and management cannot predict or pre-approve the content of future miscellaneous proposals, the usual practice is to empower named proxies to vote on such matters in their discretion, subject to governance policies and legal constraints. The practical impact for stockholders is typically limited—many jurisdictions and intermediaries restrict the ability of brokers to exercise discretion on non-routine matters—so the occurrence of substantive, non-disclosed proposals at the meeting is uncommon. If substantive new business were proposed, it could raise governance questions about disclosure, stockholder rights to informed voting, and whether additional materials should have been provided prior to the meeting; the Board would need to evaluate any such proposals on their merits and in light of fiduciary duties. For investors, monitoring whether any new proposals are introduced during the meeting and how proxies exercise discretion is important for understanding emergent governance risks or opportunities. Overall, this item is administrative and preserves procedural flexibility; it is not a substantive request for approval of a specific policy or transaction.