Magna International Holds Virtual 2026 AGM, Shareholders Back Directors, Deloitte, and Exec Pay Plan

Key Points

• Shareholders approved the key agenda items: the election of the 12 director nominees, reappointment of Deloitte LLP as independent auditor, and a non-binding advisory vote endorsing Magna’s executive compensation approach.
• Board change noted: Dr. Indira V. Samarasekera completed a 12-year tenure as a Magna director and was thanked for her service.
• Magna presented its 2025 annual report (including audited financials) at the virtual meeting, received no shareholder questions, and said final voting results will be filed on SEDAR+ and EDGAR within 24 hours.

Magna International NYSE: MGA held its 2026 annual meeting of shareholders virtually, with Chairman of the Board Robert F. MacLellan presiding over the formal agenda, which included presentation of the company’s 2025 annual report, election of directors, reappointment of the independent auditor, and an advisory vote on executive compensation.

Board change noted at opening

MacLellan opened the meeting by marking the end of Dr. Indira V. Samarasekera’s 12-year tenure as a Magna director. He thanked Samarasekera for her service, including her work on the Talent and Oversight and Compensation Committee and on the board.

Meeting procedures and quorum

MacLellan confirmed that notice of the meeting was mailed on April 2, 2026 to shareholders of record as of March 16, 2026, as well as to current directors and representatives of Deloitte LLP. Broadridge Investor Communications Corporation served as scrutineer through its representative, Rita Gutierrez Fernandez.

Based on the scrutineer’s preliminary report, MacLellan said a quorum was present and declared the meeting “properly called and duly constituted.” He also noted that the minutes of the company’s May 8, 2025 annual and special meeting were posted on Magna’s website and available at the corporation’s head office.

Shareholder votes: directors, auditor, and executive pay advisory

MacLellan said the preliminary scrutineer’s report indicated “a clear majority of votes” had been cast in favor of the key agenda items, and that final voting results—including online votes submitted during the meeting—would be disclosed by press release and filed on SEDAR+ and EDGAR within 24 hours after the meeting concluded.

To facilitate proceedings, Magna employees and proxy holders Jai Lakhani, senior legal counsel, and Angela Susac were asked to move and second the motions. Voting was conducted by online ballot throughout the formal portion of the meeting.

On director elections, Lakhani nominated the 12 director candidates listed in the company’s management proxy circular:

• Mary S. Chan
• The Honorable V. Peter Harder
• Jan R. Hauser
• Seetarama (Swamy) Kotagiri
• Jay K. Kunkel
• Robert F. MacLellan
• Mary Lou Maher
• William A. Ruh
• Peter Sklar
• Matthew Tsien
• Dr. Thomas Weber
• Lisa S. Westlake

MacLellan invited discussion on the election motion, but Lakhani said no questions or comments were received. MacLellan then declared the motion carried, citing the preliminary vote tally.

Shareholders also voted on the reappointment of Deloitte LLP as Magna’s independent auditors and the authorization of the audit committee to set the auditors’ remuneration. No questions were raised on that item, and MacLellan declared the motion carried based on the preliminary report.

The meeting’s final business item was a non-binding advisory vote on Magna’s approach to executive compensation, as described in the management proxy circular. No questions were submitted on the proposal, and MacLellan again declared the motion carried based on preliminary voting results.

Annual report presented; no Q&A questions submitted

The formal agenda also included presentation of Magna’s 2025 annual report, including consolidated financial statements for the year ended Dec. 31, 2025, along with Deloitte LLP’s reports on the financial statements and on internal controls over financial reporting. MacLellan noted that no shareholder action was required on the report beyond its presentation.

After closing the vote and ending the formal meeting, MacLellan moved to a question period and stated that responses would be subject to cautionary disclaimers referenced in the company’s recent press releases and regulatory filings, including its MD&A, AIF, and Form 40-F. However, the company reported that no questions were received, and the meeting concluded shortly thereafter.

About Magna International NYSE: MGA

Magna International Inc is a leading global automotive supplier specializing in the design, engineering, and manufacturing of vehicle systems, assemblies, modules, and components. Headquartered in Aurora, Ontario, the company partners with major original equipment manufacturers (OEMs) to develop technologies and solutions that enhance vehicle performance, safety, comfort, and fuel efficiency. Magna's broad portfolio encompasses body exteriors and structures, powertrain systems, seating and interiors, roof systems, mirror systems, and advanced driver assistance systems (ADAS).

The company operates more than 350 manufacturing and assembly facilities and over 100 innovation centers across 27 countries, serving customers in North America, Europe, Asia, South America, and Africa.

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