Kadant stockholders elect directors, approve say-on-pay, equity plan extension, and auditor

The stockholders approved a grant of such number of restricted stock units determined by dividing $170,000 by the grant date fair value per share of the Company's common stock based on the closing price on the day of grant, which was the date of the 2024 annual meeting, calculated in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation, to the Company's non-employee directors under the Company's amended and restated 2006 equity incentive plan, as amended. The stockholders cast 10,718,075 shares in favor and 32,098 shares against this proposal. In addition, 8,791 shares abstained and 366,986 broker non-votes were recorded, which had no effect on the outcome of the vote.

The stockholders approved a non-binding advisory resolution on the executive compensation of the Company’s named executive officers. The stockholders cast 10,342,039 shares in favor and 410,410 shares against this proposal. In addition, 6,515 shares abstained and 366,986 broker non-votes were recorded, which had no effect on the outcome of the vote.

The stockholders ratified the selection of KPMG LLP as the Company’s independent registered accounting firm for the 2024 fiscal year. The stockholders cast 11,017,598 shares in favor and 105,272 shares against this proposal. In addition, 3,080 shares abstained, which had no effect on the outcome of the vote.

The stockholders approved an amendment to the Company's amended and restated 2006 equity incentive plan, as amended, to extend the plan's term by 10 years from the date of the 2024 annual meeting. The stockholders cast 10,495,891 shares in favor and 256,976 shares against this proposal. In addition, 6,097 shares abstained and 366,986 broker non-votes were recorded, which had no effect on the outcome of the vote.

The stockholders elected two nominees, Ms. Erin L. Russell and Ms. Rebecca Martinez O'Mara, to the class of directors whose three-year term expires at the Company's annual meeting of stockholders in 2027. The stockholders cast 8,745,438 shares in favor and 2,011,111 shares against Ms. Russell's election. In addition, 2,415 shares abstained and 366,986 broker non-votes were recorded, which had no effect on the outcome of the vote.

The stockholders cast 9,183,104 shares in favor and 1,573,432 shares against Ms. O'Mara's election. In addition, 2,428 shares abstained and 366,986 broker non-votes were recorded, which had no effect on the outcome of the vote.