Perma-pipe International Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five directors to hold office until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

2. 2

   Advisory Approval of the Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Advisory vote to approve the compensation of the Company’s named executive officers for 2026 as disclosed in the Executive Compensation Discussion and Analysis and accompanying tables in the proxy statement.

   More detail

   This advisory 'say-on-pay' proposal asks stockholders to approve the Company’s 2026 executive compensation as disclosed in the proxy. Management seeks endorsement primarily as a non‑binding signal of stockholder support for the design and level of pay for the CEO and other named executive officers. The Compensation Committee engaged Willis Towers Watson to benchmark pay and concluded the Company’s executive total direct compensation was below market (approximately 39% below the 50th percentile), and the Committee expects to recommend average base-salary increases and other adjustments in mid-2026 to better align pay with market. Notably, the Company has transitioned its long-term incentive program to be exclusively equity-based beginning in 2025, increasing alignment between executive realizable pay and long-term shareholder returns, while short-term incentives remain tied to rigorous financial targets (Adjusted EBT). The plan design emphasizes pay‑for‑performance, with significant at‑risk compensation — e.g., target LTIP and STIP opportunities and multi‑year performance mechanics for prior awards — and contains governance features such as clawback provisions and double‑trigger change‑of‑control protections. Because the vote is advisory, the Board and Compensation Committee will review the outcome and consider investor feedback in future compensation decisions, which provides a mechanism for accountability without legally binding changes. In recommending a FOR vote, the Board highlights benchmarking work, the move to equity-only long‑term incentives, retention considerations, and the program’s linkage to measurable financial goals as reasons why the compensation program supports long‑term shareholder value. Given the Company’s recent leadership transitions and strategic investments (including U.S. expansion and an increased focus on AI‑driven infrastructure markets), management frames the program as essential to attract and retain experienced executives who can execute the growth plan.

3. 3

   Ratification of Appointment of Independent Accountant

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027.

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When is the Perma-pipe International Holdings Inc 2026 annual meeting?

Perma-pipe International Holdings Inc (PPIH) holds its 2026 annual shareholder meeting on Wednesday, June 24, 2026.

What is the record date for the Perma-pipe International Holdings Inc 2026 meeting?

The record date for the Perma-pipe International Holdings Inc 2026 meeting is Monday, April 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Perma-pipe International Holdings Inc's 2026 meeting?

The board is presenting 5 director nominees at the Perma-pipe International Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Perma-pipe International Holdings Inc 2026 meeting?

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