Hubbell 8-K Report, Executive Changes (May 7, 2025)

On May 6, 2025, Hubbell Incorporated held its 2025 Annual Meeting of Shareholders, where shareholders approved the Hubbell Incorporated Incentive Award Plan, an amendment and restatement of the Second Amended and Restated 2005 Incentive Award Plan.

Key changes include an increase of 620,000 shares available for issuance, bringing the total to 1,749,789 shares as of March 7, 2025; elimination of limits on full value awards and per-person annual awards; an increase in the Independent Directors' annual grant date fair value limit from $500,000 to $1,000,000^a; a higher threshold (change in a majority of the Board) for triggering a Change in Control; and an extension of the plan term to 2035. Shareholders also approved an amendment and restatement of the Certificate of Incorporation that moves uncontested director elections from a plurality to a majority voting standard, with plurality retained for contested elections. Amended and Restated By-Laws, effective May 6, 2025, adopt the same majority voting change and add provisions allowing shareholder meetings to be held solely by remote communication and requiring notices to include a separate voting record date when applicable.

All director nominees were elected to serve until the 2026 annual meeting. Shareholders approved the say-on-pay advisory vote with 39,612,315 votes in favor against 4,552,048 against and 258,141 abstentions, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2025 with 41,108,452 votes in favor and 6,850,513 against. The Incentive Award Plan was approved with 41,926,594 votes in favor and 2,340,787 against.