Jeld-Wen (JELD) Proxy filing summary

Voting matters and shareholder proposals

• Proposal 4 seeks approval of the 2026 Omnibus Equity Plan, authorizing up to 3,000,000 shares for issuance, with no evergreen provision for automatic share replenishment.

• The plan limits annual awards to 2,000,000 shares per eligible employee or consultant and $900,000 in total value for non-employee directors.

• The Board unanimously recommends voting in favor of Proposal 4.

• If the 2026 Plan is not approved, no further awards may be granted under the 2017 Plan after January 20, 2027, potentially impacting future equity awards.

Executive compensation and say-on-pay

• The executive compensation program is designed to align with long-term stockholder interests and strategic initiatives.

• 95.03% of shareholders approved the previous say-on-pay proposal, reflecting strong support.

• Equity-based compensation is a significant component for executive management, supporting recruitment and retention.

• Awards for new hires under the 2017 Plan were limited to 300,000 shares, with only 85,470 shares issued between February 28 and April 1, 2026.

Board of directors and corporate governance

• The Board believes equity-based ownership encourages management to act in the long-term interests of stockholders.

• The Board and Compensation Committee will reevaluate compensation alternatives if the 2026 Plan is not approved.