DEF: Hillman Solutions Corp. Seeks Stockholder Approval for Equity Plan and ESPP Share Increases at 2025 Annual Meeting

Hillman Solutions Corp. is holding its 2025 Annual Meeting virtually on June 3, 2025, seeking stockholder approval for key proposals including director elections, executive compensation, and increases to the share reserves for the 2021 Equity Incentive Plan and Employee Stock Purchase Program.

Summary

• Hillman Solutions Corp. will hold its 2025 Annual Meeting of Stockholders virtually on June 3, 2025, at 8:30 a.m. Eastern Time.
• Stockholders of record as of April 8, 2025, are entitled to vote on several key proposals.
• The proposals include the election of three directors for terms expiring in 2026, an advisory vote on executive compensation, and increases to the share reserves under the 2021 Equity Incentive Plan and the Employee Stock Purchase Program.
• The company is also seeking ratification of Deloitte & Touche LLP as its independent auditor for fiscal year 2025.
• The Board of Directors recommends voting in favor of all proposals.
• The meeting will be accessible online at www.virtualshareholdermeeting.com/HLMN2025, where stockholders can vote, examine the stockholder list, and submit questions.

Sentiment

Score: 7

Explanation: The document is generally positive, outlining standard corporate governance procedures and seeking approval for measures intended to benefit the company and its employees. There are no significant negative indicators.

Positives

• The virtual meeting format increases accessibility for a global investor base.
• The company is committed to good corporate governance, with independent directors and a code of ethics.
• The Board has a compensation recovery (clawback) policy in place.
• The company prohibits hedging and pledging of Hillman securities by directors and executive officers.
• The company has stock ownership guidelines for executive officers and non-employee directors to align their interests with those of stockholders.
• The company publishes an annual ESG Fact Sheet to highlight its efforts.

Risks

• If the proposed share increases for the equity incentive plan and employee stock purchase plan are not approved, the company's ability to attract, retain, and motivate employees may be limited.
• The company faces risks related to cybersecurity, as highlighted by a previous incident.
• The company's compensation recovery policy could result in the forfeiture and disgorgement of compensation in the event of an accounting restatement.

Future Outlook

The company seeks to continue offering effective equity compensation to employees and aligning employee interests with those of stockholders through the proposed share increases.

Management Comments

• Douglas J. Cahill, Executive Chairman of the Board, expresses appreciation for stockholders' continued confidence in Hillman and looks forward to their participation in the virtual meeting.

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including proxy statements, director independence assessments, and executive compensation disclosures. The use of a virtual annual meeting is a growing trend to enhance accessibility.

Comparison to Industry Standards

• The document outlines standard corporate governance practices comparable to those of other publicly traded companies.
• The company's compensation policies, including stock ownership guidelines and clawback provisions, align with industry norms for executive compensation.
• The use of a virtual annual meeting is consistent with a trend toward increased accessibility and cost-effectiveness observed across various industries.

Management Changes

Corporate Governance

Related Party Transactions

• In fiscal 2024, Hillman made sales of $0.6 million to Ollie's Bargain Outlet Holdings, Inc. The sales consisted of several transactions for the sale of excess inventory. John Swygert, Executive Chairman of Ollie's since 2025, and before that President and Chief Executive Officer of Ollie's, is a member of our Board of Directors.

Stakeholder Impact

• Approval of the equity incentive plan and employee stock purchase plan share increases would benefit employees by providing them with equity-based compensation and the opportunity to purchase company stock.
• The election of directors and ratification of the independent auditor are important for maintaining investor confidence and ensuring proper oversight of the company.
• The advisory vote on executive compensation allows stockholders to express their views on the company's pay practices.

Next Steps

• Stockholders to review the proxy statement and vote on the proposals.
• The company to hold the Annual Meeting on June 3, 2025.
• The company to implement the approved proposals, including the share increases for the equity incentive plan and employee stock purchase program.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Executive Compensation, Equity Incentive Plan, Employee Stock Purchase Program, Director Election, Corporate Governance, Deloitte & Touche LLP, Independent Auditor