Mirion Technologies Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors (Thomas D. Logan, Kenneth C. Bockhorst, Robert A. Cascella, Steven W. Etzel, Lawrence D. Kingsley, John W. Kuo, Jody A. Markopoulos and Sheila Rege) to serve one‑year terms ending at the 2027 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as Mirion’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Non‑Binding Advisory Vote to Approve Compensation of Named Executive Officers (Say‑on‑Pay

   ManagementBoard: FOR

   Approve, on a non‑binding advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and related narrative.

   More detail

   This non‑binding management proposal requests stockholder approval of the Company’s executive compensation as disclosed in the proxy statement, effectively asking shareholders to endorse the design and outcomes of the pay program for named executive officers. Management seeks approval to validate its compensation philosophy: a pay‑for‑performance framework that emphasizes variable, at‑risk compensation (short‑term cash incentives and long‑term PSUs) and aligns executives’ interests with long‑term stockholder value. The program features annual STIP awards tied to enterprise and group financial metrics (adjusted EBITDA margin, adjusted organic revenue growth, adjusted free cash flow) and multi‑year PSUs tied to adjusted EBITDA and management adjusted free cash flow with a Relative TSR modifier, aiming to balance near‑term execution and sustained value creation. The Compensation Committee is independent and engaged Compensia as an independent advisor; governance safeguards include stock ownership guidelines, a clawback policy, and limits on single‑trigger change‑in‑control payments. Management’s case emphasizes recent strong company performance—record orders, revenue growth in key end markets, and improved adjusted EBITDA and net income—and the Committee points to robust shareholder engagement and a 94% say‑on‑pay vote in 2025 as evidence of support. The non‑binding nature means the Board will consider the result in future program design rather than being legally required to change pay; nonetheless, approval signals investor acceptance of the program’s risk‑reward calibration. Critics could argue that sizeable PSU grant values and overlap of metrics across short‑ and long‑term plans risk duplicative payouts, but the Committee has sought to mitigate this by different performance periods, caps, and linear payout curves as well as relative TSR adjustment. The Board recommends a FOR vote because it believes the structure incentivizes disciplined growth, cash generation, and alignment with stockholders while incorporating sound governance and risk mitigation practices. Overall, the proposal is a routine advisory endorsement request that asks shareholders to confirm confidence in the Company’s executive compensation approach and its alignment with long‑term shareholder interests.

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When is the Mirion Technologies Inc 2026 annual meeting?

Mirion Technologies Inc (MIR) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

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

The record date for the Mirion Technologies Inc 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 8 director nominees at the Mirion Technologies Inc 2026 meeting, listed with their independence status and background.

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

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