Perimeter Solutions Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight director nominees (W. Nicholas Howley; William N. Thorndike, Jr.; Haitham Khouri; Tracy Britt Cool; Sean Hennessy; Robert S. Henderson; Bernt Iversen II; Jorge L. Valladares III) to hold office until the 2027 Annual Meeting or until their successors are elected and qualified.

2. 2

   Advisory Vote on Executive Officer Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables and related narrative.

   More detail

   This non-binding proposal asks holders to approve the Company’s disclosure of executive pay — the Compensation Discussion and Analysis, the compensation tables and related narrative — effectively endorsing the design and outcomes of the executive compensation program. Management seeks this advisory approval to validate its pay-for-performance approach, which emphasizes performance-based, long-term equity (performance-based options), annual cash incentives tied largely to Adjusted EBITDA and individual performance, and share retention guidelines. The Compensation Committee highlights active governance safeguards: an independent compensation committee, use of an independent compensation consultant, no time-vested option grants, clawback policy, and rigorous peer benchmarking. The Board frames the program as promoting long-term value creation and retention of key executives, noting strong 2025 operational performance (Adjusted EBITDA up 18%) despite a GAAP net loss driven in part by founder advisory fees. Because the vote is non-binding, the Board and Compensation Committee will review results and consider them when setting future pay, but are not required to change pay structures. Potential investor concerns include the size and structure of equity awards, the material founder advisory fees reflected in non-GAAP adjustments, and the company’s GAAP net loss vs. adjusted metrics; these are relevant to assessing whether pay is appropriately tied to realized stockholder returns. The historical support for Say on Pay (approximately 87% in 2025) and the Company’s transparency about metrics, vesting and equity terms are mitigating factors that management will cite in recommending a “FOR” vote. For sophisticated review, attention should focus on how performance-based option vesting (AOP and equity-sweep provisions), founder advisory arrangements, and severance/retention protections interact with longer-term shareholder value realization and dilution risk.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm for the 2026 Fiscal Year

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Perimeter Solutions Inc 2026 annual meeting?

Perimeter Solutions Inc (PRM) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

What is the record date for the Perimeter Solutions Inc 2026 meeting?

The record date for the Perimeter Solutions Inc 2026 meeting is Tuesday, April 7, 2026. Shareholders of record on or before that date are eligible to vote.

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

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

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

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