Valmont Industries Inc

1. 1

   Election of Four Director Nominees

   ManagementBoard: FOR

   Elect four directors—Mogens C. Bay, Ritu Favre, Richard A. Lanoha, and Paul T. Maass—to three-year terms.

2. 2

   Approval of the Valmont 2026 Employee Stock Purchase Plan

   ManagementBoard: FOR

   Approve the Valmont 2026 Employee Stock Purchase Plan (ESPP) to permit eligible employees to purchase company stock through payroll deductions with a 1:3 matching share grant, subject to shareholder approval and a 200,000-share reserve.

   More detail

   The proposal seeks shareholder approval for the Valmont 2026 Employee Stock Purchase Plan, which permits eligible employees (excluding Section 16 insiders and others designated by the committee) to purchase shares through payroll deductions during defined purchase periods, with a company-provided matching grant equal to one share for every three shares purchased. Management frames the ESPP as a retention and alignment tool, arguing it enhances employee engagement and aligns employees’ financial interests with those of shareholders; it proposes a 200,000-share reserve (about 1% of outstanding shares) and a $3,000 annual per-employee contribution limit to control dilution and cost. The plan is administered by the Human Resources Committee with discretion to establish purchase periods, eligibility, and administrative sub-plans for non-U.S. jurisdictions; the plan is non-423 qualified and matching grants are taxable to participants. Board recommends FOR, citing sufficiency of reserved shares for five to seven years, administrative flexibility, and potential benefits to employee retention and company performance. The proposal raises governance considerations including dilution (200,000 shares), exclusion of executives from participation, tax treatment of match, and limits on increases to share pool, match ratio, or annual contribution without further shareholder approval.

3. 3

   Advisory Approval of Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s executive compensation disclosure (say-on-pay). Management justifies the program as designed to attract and retain talent, link pay to performance through annual and long-term incentives tied to net earnings, revenue, ROIC and OIG, and maintain compensation at competitive market median levels. The board emphasizes governance features—independent consultant FW Cook, clawback and recoupment policies, stock ownership and retention guidelines, prohibition on hedging and pledging, and no employment agreements—as mitigants to excessive risk-taking. The resolution is routine but signals shareholder sentiment; prior votes have shown overwhelming support (96.3% in 2025), which management cites as validation. A vote FOR maintains the current compensation framework and signals continued shareholder approval; a vote AGAINST would be advisory and prompt the board to consider shareholder feedback in compensation design.

4. 4

   Ratification of Appointment of Independent Auditors for Fiscal 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026 and related interim periods.

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

When is the Valmont Industries Inc 2026 annual meeting?

Valmont Industries Inc (VMI) holds its 2026 annual shareholder meeting on Monday, April 27, 2026.

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

The record date for the Valmont Industries Inc 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 4 director nominees at the Valmont Industries Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 4 proposals at the Valmont Industries Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.