Nl Industries Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight director nominees to serve until the 2027 annual meeting.

2. 2

   Nonbinding Advisory Resolution on Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Nonbinding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This nonbinding management proposal asks shareholders to approve, on an advisory basis, the company’s disclosed compensation for named executive officers. Management seeks the vote to confirm shareholder support for its compensation policies and to inform ongoing compensation decision-making. The board recommends a FOR vote, citing prior favorable shareholder support and their review via the management development and compensation committee. The proposal is routine, nonbinding, and its approval will not require action but will be considered by the board in future compensation decisions.

3. 3

   The Reincorporation Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger between NL and its wholly owned Delaware subsidiary (NL-Delaware) to change the company’s state of domicile to Delaware and change its name to NLI Holdings, Inc.

   More detail

   The Reincorporation Proposal requests shareholder approval for a merger of NL into a newly formed Delaware subsidiary, changing the company’s domicile from New Jersey to Delaware and renaming it NLI Holdings, Inc. Management frames this as a statutory domicile change to obtain Delaware’s more developed corporate law, Chancery Court expertise, updated DGCL Section 144/Section 203 amendments, and alignment with affiliates already incorporated in Delaware. Management cites predictability, corporate governance benefits, and potential efficiencies as primary rationales, and has conditioned the transaction on both a majority vote and a minority-protection vote requiring two-thirds of shares not owned by controlling stockholder Valhi to approve the plan. Significant context includes Valhi’s 82.7% ownership (meaning Valhi’s vote will secure the basic majority but not the minority vote requirement), the lack of impactful operational change, and considerations regarding franchise tax increases and loss of certain New Jersey protections. The board recommends approval, arguing the benefits outweigh the costs and that the new charter contains provisions (e.g., forum selection) to preserve and clarify governance rights.

4. 4

   Opt Out of DGCL Section 203 (as part of Reincorporation

   ManagementBoard: FOR

   Approve inclusion in the Delaware Certificate of Incorporation of a provision electing not to be governed by DGCL Section 203 (the board conditioned the Reincorporation on approval of this opt-out).

   More detail

   This management proposal asks shareholders to approve including an express opt-out from DGCL Section 203 in the Delaware Certificate as part of the reincorporation. Management argues the opt-out reduces anti-takeover limitations and provides flexibility to pursue strategic transactions with fewer statutory restraints, while noting Valhi’s controlling ownership means Section 203 would not constrain transactions with Valhi in any event. The board has made consummation of the merger conditional on approval of this provision, so failure to approve the opt-out would prevent the reincorporation even if the Reincorporation Proposal otherwise passed.

5. 5

   Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment(s) of the annual meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes for the Reincorporation Proposal.

   More detail

   This management proposal seeks authority to adjourn the annual meeting to solicit additional proxies if the Reincorporation Proposal lacks sufficient votes, particularly to meet the board-imposed Minority Vote Condition requiring two-thirds of non-Valhi shares to approve The board recommends FOR to preserve flexibility to continue proxy solicitations if needed; approval would permit successive adjournments and additional solicitation time.

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When is the Nl Industries Inc 2026 annual meeting?

Nl Industries Inc (NL) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Nl Industries Inc 2026 meeting?

The record date for the Nl Industries Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Nl Industries Inc's 2026 meeting?

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

What proposals will shareholders vote on at the Nl Industries Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Nl Industries Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.