YETI (YETI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2026, will be held virtually, allowing shareholders to vote and submit questions online using a control number.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact, with paper copies available upon request.

• Four key proposals will be presented: election of four Class II directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay votes, and ratification of the external auditor.

• Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, and for auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote on electing four Class II directors for terms ending in 2029.

• Advisory votes will be held on executive compensation and on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 2, 2027.

• Shareholders may submit additional proposals or director nominations for future meetings, following specified procedures and deadlines.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent, with a mix of skills in finance, e-commerce, consumer products, global business, supply chain, technology, marketing, governance, leadership, and talent management.

• Recent board refreshment included appointments of Arne Arens and J. Magnus Welander in 2025, following engagement with a major shareholder.

• Three standing committees: Audit, Compensation and Talent, and Nominating and Governance, each with defined responsibilities and independent members.

• Board leadership structure separates the roles of Chair and CEO; succession planning and annual board evaluations are in place.

• Overboarding policy limits directors to four public company boards; all directors are currently in compliance.

• Code of Business Conduct and Insider Trading Policy apply to directors, officers, employees, and relevant third parties.