HLMN Shareholder/Stockholder Letter Transcript:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to 240.14a-12
HILLMAN SOLUTIONS CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
NOTICE OF 2025
ANNUAL MEETING
To be held June 3, 2025
FELLOW HILLMAN STOCKHOLDERS:
We are pleased to invite you to join us for Hillman s 2025 Annual Meeting of
Stockholders on June 3, 2025 at 8:30 a.m. Eastern Time. In order to make the
meeting more accessible for investors, the 2025 Annual Meeting of Stockholders will
be conducted via webcast only. You will be able to participate in the virtual meeting
online, vote your shares electronically, examine our list of stockholders, and submit
questions during the meeting by visiting www.virtualshareholdermeeting.com/
HLMN2025.
When
June 3, 2025 at
8:30 a.m.
Eastern Time.
ITEMS OF BUSINESS:
01
02
03
04
05
06
Where
Elect three directors, each for a term that expires in 2026.
Approve, by non-binding vote, the compensation of our named executive officers.
Approve an increase in number of shares reserved under our 2021 Equity Incentive
Plan.
Online at:
www.virtualshareholdermee
ting.com/HLMN2025
Who Can Vote
Approve an increase in number of shares reserved under our Employee Stock
Purchase Program.
Ratify the selection of Deloitte & Touche LLP as our independent auditor for fiscal
year 2025.
Transact other business as may properly come before the meeting.
ATTENDING THE MEETING
Stockholders holding shares at the close of business on the record date may
attend the virtual meeting. You will be able to attend the Annual Meeting, vote,
examine our list of stockholders, and submit your questions 15 minutes in
advance of, and in real-time during, the meeting by a live audio webcast by
visiting www.virtualshareholdermeeting.com/HLMN2025. To participate in the
meeting, you must have your sixteen-digit control number that is shown on your
Notice of Internet Availability of Proxy Materials or on your proxy card if you
receive the proxy materials by mail. You will not be able to attend the Annual
Meeting in person.
Holders of Hillman
common stock at the
close of business on the
record date of April 8,
2025 are entitled to
notice of and to vote
at the meeting.
Ways to Vote
Your vote is important! Please vote your proxy in one of the following ways:
By internet
By telephone
By mail
By mobile
Real time
By visiting
www.proxyvote.com.
By calling the
number on your
proxy card or voting
instruction form.
By marking, signing,
dating, and mailing
your proxy card if
you requested
printed materials,
or your voting
instruction form.
No postage is
required if mailed
in the United
States.
By scanning
the QR code on
your proxy card,
notice of internet
availability of proxy
materials, or voting
instruction form.
By voting
electronically
during the virtual
Annual Meeting at
www.virtualshareh
oldermeeting.com/
HLMN2025.
We appreciate your continued confidence in Hillman and we look forward to your participation in our virtual meeting.
By Order of the Board of Directors,
Douglas J. Cahill
Executive Chairman of the Board
Hillman Solutions Corp.
April 21, 2025
Cincinnati, Ohio
TABLE OF
CONTENTS
2025 PROXY STATEMENT
Proxy Statement: Questions and Answers
1
Item Number 1: Election of Directors
5
Director Qualifications and Attributes
6
Director Nominees for a Term to Expire in 2026 and Continuing Directors
8
Corporate Governance
14
Committees of the Board
18
Shares Authorized for Issuance Under Existing Equity Compensation Plans
21
Beneficial Ownership of Common Stock
22
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
25
Executive Compensation
28
Compensation Discussion and Analysis
28
Compensation Committee Report
39
Executive Compensation Tables
40
Pay Ratio Disclosure
53
Pay Versus Performance Disclosure
53
Director Compensation
59
Item Number 2: Advisory Vote to Approve Executive Compensation
61
4/21/2025 Letter Continued (Full PDF)