Atmus Filtration Technologies Inc

Our directors are currently divided into three classes serving staggered three-year terms. Upon expiration of the term of a class of directors, directors in that class are currently eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. As a result of the current classification of directors, it generally takes at least two annual meetings of stockholders to effect a change in a majority of the members of our Board of Directors.

As part of our regular governance review, our Board of Directors has decided to evolve to a more standard large-cap governance structure. We are presenting a proposal to declassify the Board and, if approved, will elect directors to one-year terms starting in 2026 with the entire Board standing for annual elections in 2028 and beyond. We are also presenting proposals to remove supermajority voting provisions and legacy parent provisions in our Amended and Restated Certificate of Incorporation (our "Charter"). This Proxy Statement contains management proposals to effectuate these matters.

We are seeking to implement these changes in a timely fashion, yet in a manner that also allows a smooth transition to the new governance structure. In this regard, R. Edwin Bennett and Stephen E. Macadam, currently serving as Class II directors with terms expiring at the Annual Meeting, have been nominated by the Board to serve for an additional three-year term expiring at our 2028 annual meeting of stockholders. Assuming passage of the declassification proposal, elections beginning in 2026 for our current Class III directors, Stephanie J. Disher, Diego Donoso and Stuart A. Taylor II, will be for a one-year term. The supermajority standard and legacy parent provisions will also be eliminated for subsequent elections should the proposals succeed.