Purecycle Technologies Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine directors recommended by the Nominating & Corporate Governance Committee and approved by the Board to serve one-year terms until the 2027 annual meeting.

2. 2

   Ratify Grant Thornton LLP as Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2026

   ManagementBoard: FOR

   Ratify the Audit & Finance Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

3. 3

   Advisory Approval of Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion & Analysis and compensation tables.

   More detail

   This management-sponsored, non-binding advisory resolution asks shareholders to approve the Company’s disclosed named executive officer (NEO) compensation as described in the Compensation Discussion & Analysis and related tables. Management seeks shareholder approval to gauge investor support for its compensation philosophy, which it characterizes as designed to attract, retain and motivate executives while aligning pay with long-term shareholder value through a mix of base salary, short-term incentive metrics tied to production and revenue, and long-term equity awards (PSUs, RSUs, and options). The request arises under Dodd-Frank and SEC rules requiring an advisory say-on-pay vote and is intended to provide feedback to the Compensation Committee though it is not binding. The Proxy discloses that STI metrics for 2025 emphasized production volume and revenue, PSUs are tied to multi-year EBITDA and growth project milestones, and LTI is structured to balance performance-based and time-based awards; these program design choices reflect the company’s scaling and capital-intensive operational context. The board recommends a FOR vote, citing alignment of pay with performance, caps on incentive payouts (0–200% with a 2x cap), stock ownership guidelines, and oversight by an independent Compensation Committee and external consultant. Management notes past shareholder support (approximately 98% in 2025) and intends to use the vote outcome to inform future program design, but retains discretion to change compensation practices regardless of the advisory vote. Potential governance considerations for investors include the significant use of equity (including a special award to the CEO), the linkage of STI to near-term production/revenue metrics while PSUs target multi-year strategic growth, and change-in-control and severance arrangements that provide substantial protections to executives. Overall, the proposal asks shareholders to endorse the compensation framework and disclosures presented, while the board frames the vote as a means to validate alignment between management incentives and shareholder value creation.

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When is the Purecycle Technologies Inc 2026 annual meeting?

Purecycle Technologies Inc (PCT) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

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

The record date for the Purecycle Technologies Inc 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 Purecycle Technologies Inc's 2026 meeting?

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

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

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