Hillman Solutions 2024 Annual Meeting: Virtual, Director Elections, Exec Pay Vote

Ticker: HLMN · Form: DEF 14A · Filed: Apr 23, 2024 · CIK: 1822492

Sentiment: neutral

Topics: proxy-statement, annual-meeting, director-election, executive-compensation

Related Tickers: HLMN

TL;DR

Hillman Solutions 2024 Annual Meeting is June 7th, virtual only. Vote on directors & exec pay.

AI Summary

Hillman Solutions Corp. is holding its 2024 Annual Meeting of Stockholders virtually on June 7, 2024, at 10:30 a.m. Eastern Time. Key items of business include the election of four directors for terms expiring in 2027 and a non-binding vote to approve executive compensation.

Why It Matters

This filing outlines the key decisions shareholders will make regarding company leadership and executive compensation, impacting the company's strategic direction and governance.

Risk Assessment

Risk Level: low — This is a standard annual proxy statement detailing routine corporate governance matters.

Key Numbers

Key Players & Entities

FAQ

What is the date and time of the Hillman Solutions 2024 Annual Meeting?

The meeting is scheduled for June 7, 2024, at 10:30 a.m. Eastern Time.

How will the 2024 Annual Meeting be conducted?

The meeting will be conducted virtually via webcast only at www.virtualshareholdermeeting.com/HLMN2024.

What is the first item of business at the meeting?

The first item of business is to elect four directors, each for a term that expires in 2027.

What is the second item of business?

The second item of business is to approve, by non-binding vote, the compensation of the company's named executive officers.

Where can stockholders participate and vote?

Stockholders can participate, vote, examine the stockholder list, and submit questions online at www.virtualshareholdermeeting.com/HLMN2024.

Filing Stats: 4,658 words · 19 min read · ~16 pages · Grade level 12 · Accepted 2024-04-23 08:27:42

Filing Documents

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 24 Delinquent Section 16(a) Reports 24 Certain Relationships and Related Party Transactions 24 Information About our Executive Officers 26

Executive Compensation

Executive Compensation 28 Item Number 2: Advisory Vote to Approve Executive Compensation 58 Item Number 3: Charter Amendment - Board Declassification 60 Item Number 4: Charter Amendment - Eliminate Supermajority Voting 62 Item Number 5: Charter Amendment - Officer Exculpation 64 Item Number 6: Charter Amendment - Eliminate Sponsor Corporate Opportunity Provision 66 Item Number 7: Charter Amendment - Eliminate Sponsor Business Combination Provision 68 Item Number 8: Bylaws Amendment - Eliminate Supermajority Voting 70 Item Number 9: Increase Shares Reserved Under 2021 Equity Incentive Plan 72 Item Number 10: Ratification of the Appointment of Independent Auditor 80 Audit Fees, Audit-Related Fees, Tax Fees, and All Other Fees 82 Audit Committee Report 83 Appendix A: Reconciliation of Non-GAAP Measures A- 1 Appendix B: Amended and Restated Articles of Incorporation B- 1 Appendix C: Amended and Restated Bylaws C- 1 Appendix D: 2021 Equity Incentive Plan D-1 Householding of Proxy Materials 84 PROXY STATEMENT FOR THE 2024 ANNUAL MEETING FELLOW HILLMAN STOCKHOLDERS: We are providing this notice, proxy statement, and annual report to the stockholders of Hillman Solutions Corp. ("Hillman", "we", "us", "our") in connection with the solicitation of proxies by the Board of Directors of Hillman (the "Board") for use at the Annual Meeting of Stockholders to be held on June 7, 2024, at 10:30 a.m. Eastern Time (the "Annual Meeting"), and at any adjournments thereof. The Annual Meeting will be held virtually and can be accessed online at www.virtualshareholdermeeting.com/HLMN2024. There is no physical location for the Annual Meeting of Stockholders. Our principal executive offices are located at 1280 Kemper Meadow Dr., Forest Park, Ohio 45240. Our telephone number is 513-851-4900. This notice, proxy statement, and annual report, and the accompanying proxy card were first furnished to stockholders on April 23, 2024. QUESTIONS A

: Gender Identity

Part I: Gender Identity Directors 3 6 - -

: Demographic Background

Part II: Demographic Background African American or Black - 1 - - Alaskan Native or Native American - - - - Asian - - - - Hispanic or Latinx - 1 - - Native Hawaiian or Pacific Islander - - - - White 3 5 - - Two or More Races or Ethnicities - 1 - - LGBTQ+ - Did Not Disclose Demographic Background - Board Diversity 8 | 2024 Proxy Statement Director Nominees for a Term to Expire in 2027 The experience, qualifications, attributes, and skills that led the Nominating and ESG Committee and the Board to conclude that the following individuals should serve as directors are set forth below. The committee memberships stated below are those in effect as of the date of this proxy statement. References to director service to Hillman include service to our predecessor companies HMAN Group Holdings, Inc. and The Hillman Companies, Inc., as applicable. Diana Dowling Director | Age: 58 | Director Since: 2021 Committee: Compensation, Nominating and ESG Ms. Dowling has been an innovation and strategy consultant advising corporations on partnerships, M&A activity, and new product initiatives since 2017. Her recent clients include Epiq, where she focused on data privacy products and acquisitions, and Pitney Bowes, where she focused on mobile location data and ecommerce. While consulting at Pitney Bowes, Ms. Dowling led both the business strategy for the Newgistics acquisition, as well as the post-merger integration. She is also the CEO/Founder of Two Hudson Ventures, investing in start-ups and real estate. Earlier in her career, Ms. Dowling was a VP of Business Development at MaMaMedia, a digital media startup, and Director of Business Development at Hearst New Media. In addition, she worked as a market research analyst at Tontine Partners. Ms. Dowling began her career as an analyst and associate at Bankers Trust. She was Executive Director of Harvard Business School Alumni Angels NY, as well as Co-Chair of HBSCNY Entrepreneurship. Ms. Dowling was selected to serve

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