Phinia Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eight director nominees to serve until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Advisory Approval of the Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Advisory (“say-on-pay”) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks shareholders to approve, on a non‑binding basis, the Company’s disclosed executive compensation practices and the specific compensation awarded to its named executive officers; management seeks this endorsement to confirm shareholder support for its pay‑for‑performance program and to inform future compensation decisions. The Compensation Committee designed a program that is heavily performance‑based (86% of CEO target pay at risk in 2025; an average of 66% for other NEOs) using annual incentives tied to Economic Value Added (EVA) and Adjusted Free Cash Flow and long‑term incentives weighted toward performance stock units (70% PSUs, 30% time‑based restricted stock). PSUs vest based on relative TSR versus a comparator group with protections limiting payout if absolute TSR is negative; RSAs vest over three years. The Committee engaged an independent consultant, set peer benchmarking, and incorporated governance safeguards including clawback provisions, executive stock ownership requirements, and double‑trigger change‑of‑control vesting. The Board highlights that 2025 financial results were strong (Adjusted Free Cash Flow exceeded the maximum target; TSR outperformed peers) as context for the recommendation to vote FOR. For investors evaluating the proposal, relevant tensions include the large absolute value of CEO pay and long‑term equity grants, substantial change‑of‑control severance and vesting protections (including a CEO multiple of three times salary plus bonus), and the non‑binding nature of the vote which limits immediate enforceability. The Committee points to prior strong shareholder support (≈93% in 2025) and ongoing shareholder engagement as evidence of alignment, while noting it will consider future shareholder feedback. Overall, the proposal represents a request for a routine shareholder endorsement of a market‑typical, performance‑oriented compensation program, but investors should weigh the program’s explicit incentives and severance protections against realized outcomes and pay levels when forming a voting decision.

3. 3

   Ratification of the Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

Upcoming shareholder meetings at Phinia Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Phinia Inc 2026 annual meeting?

Phinia Inc (PHIN) holds its 2026 annual shareholder meeting on Friday, May 22, 2026.

What is the record date for the Phinia Inc 2026 meeting?

The record date for the Phinia Inc 2026 meeting is Wednesday, March 25, 2026. Shareholders of record on or before that date are eligible to vote.

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

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

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

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