Vertiv Holdings Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eleven director nominees to the Board of Directors for one-year terms expiring at the 2027 annual meeting.

2. 2

   Advisory Vote to Approve Compensation of Named Executive Officers (Say-On-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the 2025 compensation of the company's named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the 2025 compensation of the named executive officers as disclosed in the proxy statement. Management is seeking this advisory approval to provide stockholder feedback on executive pay practices and to demonstrate that compensation policies are aligned with stockholder interests. The company emphasizes a pay-for-performance philosophy, with significant weighting toward variable, at-risk compensation including annual cash incentives tied to Adjusted Operating Profit and Adjusted Free Cash Flow, and long-term stock options and strategic performance awards that vest based on multi-year AOP targets and continued employment. The Compensation Committee increased CEO base salary and equity to align with peer group benchmarking and to retain leadership, and it adjusted bonus maximums in recognition of exceptional 2025 performance. Management’s recommendation to vote for the proposal is justified by strong 2025 financial results—revenue growth, expanded margins, and increased free cash flow—which the Board attributes to executive leadership and strategic investments. The vote is advisory and non-binding, but the Board and Compensation Committee will consider the outcome when making future compensation decisions; institutional investors will evaluate the board’s responsiveness to any adverse result. The proposal is routine in the modern context of annual say-on-pay votes but connects to substantive compensation design choices (mix of cash vs. option-based equity, multi-year performance awards, double-trigger change-in-control provisions, clawback, stock ownership guidelines) that have material implications for executive incentives, retention, and alignment with long-term shareholder value. Investors evaluating the proposal should weigh the company’s stated governance safeguards and performance metrics against realized pay outcomes, peer benchmarking, and any potential concerns about pay levels or performance measurement. The Board’s favorable recommendation indicates confidence in the program’s structure, but a significant dissent could trigger engagement or design changes from the Compensation Committee.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2026.

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When is the Vertiv Holdings Co 2026 annual meeting?

Vertiv Holdings Co (VRT) holds its 2026 annual shareholder meeting on Wednesday, June 17, 2026.

What is the record date for the Vertiv Holdings Co 2026 meeting?

The record date for the Vertiv Holdings Co 2026 meeting is Monday, April 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Vertiv Holdings Co's 2026 meeting?

The board is presenting 11 director nominees at the Vertiv Holdings Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Vertiv Holdings Co 2026 meeting?

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