Mohawk Industries (MHK) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2026, to elect three Class I directors, ratify KPMG LLP as auditor, hold a say-on-pay vote, approve a new 2026 Incentive Plan, and consider a shareholder proposal on majority voting.

• 2025 sales reached $10.8B with adjusted EBITDA of $1.3B and free cash flow of $616M; net sales decreased 0.5% from 2024, with continued market challenges impacting volumes and profitability.

• The company advanced operational improvements, product innovation, and sustainability initiatives to position for future growth.

Voting matters and shareholder proposals

• Proposals include election of three Class I directors, ratification of KPMG LLP, advisory approval of executive compensation, approval of the 2026 Incentive Plan, and a shareholder proposal to adopt a majority vote standard.

• The Board recommends voting FOR all management proposals and AGAINST the shareholder proposal on majority voting.

Board of directors and corporate governance

• Board consists of nine directors in three staggered classes, with a classified board structure to promote stability and long-term focus.

• Two-thirds of directors are independent; a Lead Independent Director role enhances oversight.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Annual board and committee self-evaluations and a robust nomination process are in place.

• Stockholder engagement is emphasized, with regular outreach and communication channels.