LUXFER HOLDINGS PLC

For the period ended Jun 11, 2026. Filed Apr 30, 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 11, 2026 · Filed Apr 30, 2026

LXFR$17.32+0.1%Stored close · as of Nov 6, 2026

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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

(Amendment No. )

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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 under § 240.14a-12

LUXFER HOLDINGS PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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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.

2026 PROXY STATEMENT

A MESSAGE FROM OUR
BOARD CHAIR
Dear Luxfer Shareholders, It is my pleasure to share the notice of Luxfer’s 2026 Annual General Meeting of Shareholders (“AGM” or the “Annual General Meeting”). The AGM will be held at the Luxfer MEL Technologies site, located at Lumns Lane, Manchester, M27 8LN, United Kingdom, on June 11, 2026, at 8:30 a.m. BST. The formal notice of the AGM is set out on page 1 of this document (the “Notice”). As a holder of ordinary shares, you may attend and/or vote at the AGM, or you may appoint another person as your proxy. To be valid, a form of proxy must be submitted in accordance with the instructions set out in the section entitled “2026 Annual General Meeting Information” on page 2. 2025 was a successful year for Luxfer as we continued to advance our mission to “help create a safe, clean and energy efficient world.” I am pleased to highlight several accomplishments achieved over the past year through the dedication and collaboration of Luxfer’s employees, leadership team and my fellow Board members. The strategic review announced in late 2023 identified key initiatives, including the planned sale of our Graphic Arts business, which no longer aligned with our margin and profitability targets. This sale was completed on July 2, 2025, enabling Luxfer to streamline its portfolio and concentrate on higher-margin areas of expertise. Our remaining business is well aligned with megatrends, such as those associated with lightweight material technology capabilities, as well as aerospace and defense product demand growth. This renewed focus on core competencies positions the Company well to deliver shareholder value. Our board will continue to evaluate strategic options to create additional shareholder value.	Patrick Mullen Board Chair
In September, we strengthened our Board with the appointment of Stewart Watson as a Director. Stewart has brought extensive experience in strategic planning, operational transformation, international business leadership, and M&A execution, and will serve on the Nominating & Governance and Audit Committees. His expertise further enhances the collective experience and skills of my fellow Directors. Luxfer also celebrated the 90th anniversary of Luxfer MEL Technologies in the past year, marking nine decades of significant innovation since its founding in 1935. Luxfer’s fourth biannual Sustainability Report will be published in December 2026, highlighting considerable progress in our environmental, social, and governance (“ESG”) initiatives. This report, which contains more granular social and environmental data, serves as a key resource for all of the Company’s stakeholders. Luxfer’s strong governance practices continue to serve as the foundation for the Company’s execution of key strategic projects. We are proud of the extensive and impressive experience of our Directors, which further strengthens our ability to drive success. I am pleased that Luxfer continued to return meaningful capital to shareholders in the form of dividends and share buybacks, amounting to $17 million in the year. As we look to the future, I am confident that Luxfer is well positioned to build on the success of 2025 and overcome challenges and capitalize on opportunities, delivering sustainable value for our shareholders in 2026. Thank you for your continued support and confidence in Luxfer. Sincerely, Patrick K. Mullen Board Chair

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2026 PROXY STATEMENT

Our Gas Cylinders Division reflected temporarily lower volumes across the first response and healthcare end markets, although the business benefitted from improved activity in higher-margin specialty industrial applications. Turning to lean operations, we progressed two important consolidation projects: one in our Elektron Powders business and one in our Gas Cylinders North America business where we are consolidating our manufacturing footprint. Both projects are expected to deliver higher efficiency and performance in 2026, making a meaningful contribution to expected margin improvement going forward. Strategic Review Update As a reminder, we initiated the strategic review process in late 2023, which reached three key conclusions. First, we determined that the Graphic Arts business was not central to Luxfer’s go-forward strategy, and this business was divested in July 2025. Second, our revised internal Strategic Growth plan offers strong upside, and we remain highly encouraged by the opportunities for further improvements in performance over the next few years. And third, the Gas Cylinders and Elektron segments have no significant strategic synergies, but with no immediate need to separate them based on an assessment of the capital markets. The Board continues to evaluate strategic alternatives as conditions evolve. Looking Ahead At the heart of our strategic decisions lies our mission to help to create a safe, clean, and energy-efficient world. This is our guiding principle, driving us to innovate and deliver solutions that contribute to a better future for all. We remain confident that we are well positioned to actively pursue a strategy of future business growth aligned with macro trends in defense, clean energy, aerospace, automotive, and medical applications. As we embrace the opportunities ahead, I want to express my gratitude for your continued support and confidence in our company. Thank you for being a Luxfer shareholder. Sincerely, Andy Butcher Chief Executive Officer
	A MESSAGE FROM OUR
		CEO
Andy Butcher Chief Executive Officer	Dear Luxfer Shareholders, Overall, Luxfer’s performance in 2025 was successful, disciplined and was better than our expectations at the outset. The sustained, positive earnings growth throughout 2025 reflects the traction of the operating model we have built over the past several years. We have continued to take steps to enhance our operational efficiencies while advancing our optimization initiatives, including progress on the Riverside and Powders Saxonburg centers of excellence. I would like to express my sincere appreciation to each of our associates across the organization for their commitment and execution throughout the year. Their efforts were critical in delivering a successful 2025. 2025 Highlights and Achievements For the full year 2025, our Net Sales were $371.2 million with Adjusted EBITDA of $51.9 million at an improved 14.0% margin. Cash from operations totaled $33.9 million, supporting a $9.9 million reduction in Net Debt to $31.1 million. We ended 2025 with a strong balance sheet and a Net Debt:EBITDA ratio of approximately 0.6x1, providing strategic flexibility. Our Elektron Division performance was supported by sustained demand in magnesium aerospace alloys. In addition, demand for MRE and UGR-Es also remained at elevated levels during the year, including the benefit of an add-on to normal annual demand, resulting in record sales volumes for our Magtech business.

1 Net Sales, Adjusted EBITDA, Net Debt, and Net Debt Leverage are non-GAAP measures. For a reconciliation and explanation of these non-GAAP measures, see Appendix A.

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2026 PROXY STATEMENT

TABLE OF CONTENTS

01 · 2026 ANNUAL GENERAL MEETING
	Notice of 2026 Annual General Meeting	1
	2026 Annual General Meeting Information	2
	Questions and Answers	5
02	2026 proxy statement summary
	Proxy Statement Summary	9
03	RESOLUTIONS
	Resolutions 1-7: Election of Directors	14
	Resolution 8: Approval of Directors’ Remuneration Report	15
	Resolution 9: Approval of Executive Compensation	16
	Resolution 10: Frequency of “Say-on-Pay” Votes	17
	Resolution 11: Appointment of Independent Auditor Appointment	18
	Resolution 12: Independent Auditor’s Remuneration	19
	Resolution 13: Authority to Issue Shares and to Grant Rights to Subscribe for or Convert Securities Into Shares	20
	Resolution 14: Authority to Disapply Preemptive Rights to Equity Securities Issued or Sold for Cash	22
04	LUXFER’S BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
	Directors Standing for Re-Election	24
	Director Biographies	25
	Board Meetings and Committees	31
	Corporate Governance	34
	Governance Policies and Practices	38
	Environment, Social and Governance Initiatives	39
	Non-Executive Director Compensation	47
05	REMUNERATION COMMITTEE REPORT
	2025 Remuneration Committee Report	49

06 · EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
	Named Executive Officers	51
	Executive Compensation Framework	52
	2025 Executive Compensation Program	56
	Pay Versus Performance	69
	Compensation-Related Policies and Arrangements	73
07	ExECUTIVE COMPENSATION TABLES
	Summary Compensation Table	79
	Grants of Plan-Based Awards in 2025	81
	Outstanding Equity Awards at Dec. 31, 2025	82
	2025 Option Exercises and Shares Vested Table	84
	2025 Pension Benefits	85
08	CEO PAY RATIO
	CEO pay ratio	86
09	AUDIT COMMITTEE REPORT
	2025 Audit Committee Report	87
	Audit Committee Pre-Approval Policy	89
	Fees Paid to the Independent Auditor	89
10	Equity compensation plan information
	Equity Compensation Plan Information	90
11	SECURITY BENEFICIAL OWNERSHIP AND REPORTING
	Security Ownership Table	91
	Section 16(A) Beneficial Ownership Reporting Compliance	93
12	ADDITIONAL INFORMATION
	2027 Shareholder Proposals, Where You Can Find More Information, and Forward-Looking Statements and Other Disclaimers	94
A	APPENDIX
Appendix A: Reconciliation of Non-GAAP Financial Measures to GAAP Measures · A-1

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2026 PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.