Calumet, Inc. /DE
For the period ended Jun 2, 2026. Filed Apr 20, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 2, 2026 · Filed Apr 20, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Calumet, Inc.
(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 all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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NOTICE OF 2026 ANNUAL MEETING AND PROXY STATEMENT
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Calumet, Inc. (“we,” “our,” “us,” or the “Company”) to be held virtually at www.virtualshareholdermeeting.com/CLMT2026 on June 2, 2026, at 9:00 a.m. ET. The matters expected to be acted upon at the Annual Meeting are described in detail on the following pages.
We are using a U.S. Securities and Exchange Commission rule that allows us to furnish our proxy materials over the internet. As a result, we are mailing to our stockholders a Notice Regarding the Availability of Proxy Materials instead of a paper copy of the following Proxy Statement, together with our 2025 Annual Report. The Notice Regarding the Availability of Proxy Materials contains instructions on how to access those documents over the internet or receive a paper copy of those documents. We believe that this process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.
It is important that you use this opportunity to take part in the affairs of the Company by voting on the business to come before the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote electronically via the internet or by telephone as described in the Notice Regarding the Availability of Proxy Materials and under “Information About the Meeting-Internet and Telephone Voting” within the following Proxy Statement, or alternatively, if you have received paper copies of our proxy materials, please complete, date, sign, and promptly return the accompanying proxy card or voting instruction form by mail using the enclosed envelope so that your shares may be represented at the Annual Meeting. Returning or completing the proxy card does not deprive you of your right to attend the Annual Meeting and vote your shares.
Thank you for your continued support of the Company.
Sincerely,
/s/ Todd Borgmann
Todd Borgmann
President & Chief Executive Officer
Notice of 2026 Annual Meeting of Stockholders
Date and Time
June 2, 2026 (Tuesday) 9:00 a.m. (Eastern Time)
Location
The Annual Meeting will be held virtually at www.virtualshareholder
meeting.com/CLMT2026
Who Can Vote
Only stockholders of record at the close of business on April 6, 2026, which is the record date, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be held for the following purposes:
| PROPOSALS | BOARD VOTE RECOMMENDATION | FOR FURTHER DETAILS | ||
| Election of Three Class II Director Nominees Named in the Accompanying Proxy Statement as Directors to Serve Until the 2029 Annual Meeting of Stockholders | FOREACH DIRECTOR NOMINEE | Page 8 | ||
| Advisory Vote to Approve Executive Compensation | FOR | Page 28 | ||
| Ratification of Selection of Grant Thornton LLP as Independent Registered Public Accounting Firm for 2026 | FOR | Page 61 | ||
Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.
To participate in the virtual meeting, including to submit questions, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. Please refer to the “Attending the Meeting” section of the Proxy Statement for more details about attending the Annual Meeting online. If you hold your shares as of the record date as a stockholder of record or as a beneficial owner, you or your proxyholder may participate, vote, or submit questions during the meeting. A list of stockholders of record entitled to vote shall be available to any stockholder for any purpose relevant to the 2026 Meeting during the 10 days prior to the Annual Meeting upon request to the Office of the Corporate Secretary.
Indianapolis, Indiana
April 20, 2026
By Order of the Board of Directors,
/s/ Gregory J. Morical
Gregory J. Morical
Senior Vice President, General Counsel & Secretary
HOW TO VOTE
Whether or not you plan to attend the Annual Meeting, please vote electronically via the internet or by telephone as described on the Notice Regarding the Availability of Proxy Materials and under “Information About the Meeting-Internet and Telephone Voting” in the Proxy Statement, or alternatively, if you have received paper copies of proxy materials, complete, date, sign, and promptly return the accompanying proxy card or voting instruction form by mail using the enclosed envelope so that your shares may be represented at the Annual Meeting.
InternetVisit the website listed on your proxy card.
TelephoneCall the telephone number on your proxy card.
MailSign, date, and return your proxy card in the enclosed envelope.
At the Annual MeetingInstructions will be provided on the meeting website during the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 2, 2026: The 2026 Proxy Statement, together with the 2025 Annual Report, are available at www.proxyvote.com
A Notice Regarding the Availability of Proxy Materials or the Proxy Statement and related proxy materials were first sent or made available to stockholders on April 20, 2026.
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