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.  )

March 14, 2018

Dear Welbilt Stockholders,

It is our pleasure to invite you to Welbilt’s 2018 Annual Meeting of Stockholders. This year’s meeting will be held on Friday, April 27, 2018, at 1:00 p.m. Eastern time, at our corporate headquarters, located at 2227 Welbilt Boulevard, New Port Richey, Florida 34655.

This year we are again pleased to furnish our proxy materials via the Internet. Providing our materials to stockholders electronically allows us to conserve natural resources and reduce our printing and mailing costs for the distribution of the proxy materials. We have mailed to stockholders a Notice of Internet Availability of Proxy Materials for the 2018 Annual Meeting which contains instructions on how to access those documents over the Internet. Stockholders who wish to receive paper copies of the proxy materials may do so by following the instructions on the Notice of Internet Availability of Proxy Materials.

Your vote is important to us. Whether or not you plan to attend the 2018 Annual Meeting, we encourage you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope. If you attend the Annual Meeting, you can vote in person even if you previously submitted your proxy. On behalf of the Board of Directors, thank you for your continued support of Welbilt.

Sincerely,

Cynthia M. Egnotovich	Hubertus M. Muehlhaeuser
Chairperson of the Board of Directors	President and Chief Executive Officer

NOTICE OF 2018 ANNUAL MEETING OF
STOCKHOLDERS

TIME AND DATE:	1:00 p.m. Eastern time, on Friday, April 27, 2018
PLACE:	Welbilt’s corporate headquarters, located at 2227 Welbilt Boulevard, New Port Richey, Florida 34655
RECORD DATE:	Stockholders of record at the close of business on February 28, 2018 are entitled to notice of, and to vote at, the 2018 Annual Meeting of Stockholders and at any adjournments or postponements thereof.
ITEMS OF BUSINESS:	1.	To elect eight members to the Board of Directors, each to serve for a one-year term.
	2.	To approve, on an advisory basis, the 2017 compensation of Welbilt’s named executive officers.
	3.	To ratify the selection of PricewaterhouseCoopers LLP as Welbilt’s independent registered public accounting firm for 2018.
	4.	To transact such other business as may properly come before the 2018 Annual Meeting of Stockholders and any adjournments or postponements thereof.
ADMISSION TO MEETING:	Proof of share ownership will be required for admission to the 2018 Annual Meeting of Stockholders. See the section titled “General Information about the Annual Meeting” appearing at the end of this Proxy Statement for details.
HOW TO VOTE:	Your vote is important to us. To make sure your shares are represented and voted at the Annual Meeting, we encourage you to authorize a proxy to vote your shares in one of the following ways, even if you plan to attend the meeting in person:
	•	By Telephone. Call 1-800-690-6903 from the United States or Canada. You will need your 16-digit control number on your Notice of Internet Availability, proxy card or voting instruction form.
	•	By Internet. Visit www.proxyvote.com. You will need your 16-digit control number on your Notice of Internet Availability, proxy card or voting instruction form.
	•	By Mail. Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope.
	By Order of the Board of Directors,
New Port Richey, Florida March 14, 2018	Joel H. Horn Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on April 27, 2018: The Notice, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2017 are available at www.proxyvote.com.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this Proxy Statement constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts are forward-looking statements and include, for example, descriptions of our plans and objectives and assumptions on which those plans or objectives are based. Certain of these forward-looking statements can be identified by the use of words such as “anticipates,” “believes,” “intends,” “estimates,” “targets,” “expects,” “could,” “will,” “may,” “plans,” “projects,” “assumes,” “should” or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, and our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking statements included in this Proxy Statement are based on our current beliefs and expectations and speak only as of the date hereof. These statements are not guarantees or indicators of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, those risks, uncertainties and factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017 and in our other filings with the SEC. We do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking statements after the date of this Proxy Statement to reflect any future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

NON-GAAP FINANCIAL MEASURES

This Proxy Statement includes certain non-GAAP financial measures. For important information regarding the use of non-GAAP financial measures, including reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with U.S. GAAP, please see “Non-GAAP Financial Measures” under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in our Annual Report on Form 10-K for the year ended December 31, 2017.

PRESENTATION OF INFORMATION

Unless otherwise expressly stated or the context otherwise requires, references to “we,” “our,” “us,” the “Company” or “Welbilt,” refer to Welbilt, Inc., “MTW” refers to The Manitowoc Company, Inc., and “Spin-Off” refers to our separation from MTW on March 4, 2016.

This Proxy Summary provides general information about Welbilt and highlights certain information contained elsewhere in this Proxy Statement. As it is only a summary, please refer to the entire Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2017 before you vote. The Proxy Statement and accompanying materials were first provided to stockholders on or about March 14, 2018.

2017 HIGHLIGHTS

This past year was an exciting year for Welbilt and was our first full year as a stand-alone company. In 2017, we successfully completed the rebranding of our Company and product suite, made significant progress on our Simplification and Right-Sizing initiatives, further advanced on our 1,000 basis point margin improvement journey, improved our capital structure by paying down debt and continued to bring innovative products and solutions to the market.

DIRECTOR NOMINEES

Name	Age	Director Since(1)	Independent	Audit Committee	Compensation Committee	Corporate Governance Committee
Cynthia M. Egnotovich, Chair	60	2008	Yes
Dino J. Bianco	56	2015	Yes
Joan K. Chow	57	2012	Yes
Thomas D. Davis	62	2016	Yes
Janice L. Fields	62	—(2)	Yes
Brian R. Gamache	59	2017	Yes
Andrew Langham	44	2016	Yes
Hubertus M. Muehlhaeuser	48	2016	No

(1)	Includes service on the Board of Directors of Welbilt’s former parent company prior to the Spin-Off.
(2)	Not currently a member of the Board of Directors.
	Chairperson
	Member

CORPORATE GOVERNANCE HIGHLIGHTS

OUR COMPENSATION APPROACH

Consistent with our pay philosophy, the majority of our named executive officers’ target total compensation for 2017 (i.e. the sum of annualized base salary, target STIP award and target LTIP award) is performance-based or “at-risk,” meaning it is only earned if specific financial goals are achieved or, in the case of stock options, if the stock price appreciates following the grant date.

AGENDA ITEMS AND BOARD RECOMMENDATIONS

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of our Board of Directors. Each of the below proposals are described in more detail in this Proxy Statement:

GOVERNANCE

GOVERNANCE FRAMEWORK

As stated in our Corporate Governance Guidelines, the mission of the Board of Directors (the “Board”) is to represent the Company’s stockholders as a whole and seek to ensure the long-term well-being of the enterprise. In furtherance of this mission, Welbilt has adopted a comprehensive corporate governance framework designed to enable the Board to provide effective oversight of the business and affairs of the Company, allow the Board to make decisions independent of management, align the interests of our Board and management with those of our stockholders and maintain compliance with the requirements of the New York Stock Exchange (“NYSE”) and applicable law. This framework sets forth our practices with respect to Board composition, Board independence, Board and committee evaluations, CEO and executive compensation, stockholder engagement, risk oversight and more.

Copies of our current corporate governance documents and policies, including our Code of Conduct, Global Ethics Policy, Corporate Governance Guidelines, Director Independence Criteria, Bylaws and committee charters, are available on the Investor Relations section of our website at http://ir.welbilt.com. The Board of Directors reviews these corporate governance documents and policies, from time to time, and revises them when it believes it serves the interests of the Company and its stockholders to do so, such as in response to changing governance practices or legal requirements.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

Our Board of Directors (the “Board”) currently consists of seven directors, and all of our incumbent directors as well as a new director candidate, Janice L. Fields, have been nominated for election to the Board, have consented to being named as a nominee and have consented to serve as directors if elected. We believe that our director nominees, individually and together as a whole, possess the requisite skills, experience and qualifications necessary to carry out their duties and to serve the best interests of the Company and its stockholders.

Set forth below is a brief biography of each nominee and a description of certain key attributes that the Board considered in recommending such nominee for election. All information is presented as of the date of this Proxy Statement.

Chairperson of the Board Age: 60 Director Since: 2008 Independent: Yes Committees: Corporate Governance Committee, Chair	Cynthia M. Egnotovich. Ms. Egnotovich has served as Chairperson of our Board and chairperson of the Corporate Governance Committee since the Spin-Off in March 2016. From July 2012 until her retirement in November 2013, Ms. Egnotovich served as President, Customer Service of Aerospace Systems of United Technologies Corporation (“UTC”), a diversified company that provides a broad range of high-technology products and services to the global aerospace and building systems industries. From 1986 to July 2012, Ms. Egnotovich held leadership roles of increasing significance at Goodrich Corporation, an aerospace manufacturer ultimately acquired by UTC, including Segment President of Nacelles and Interior Systems, Segment President of Engine Systems, Segment President of Electronic Systems and Segment President of Engine & Safety Systems. Additionally, Ms. Egnotovich has served as a director and Audit Committee member of Hexcel Corporation (NYSE: HXL) since 2015 and as a director of MTW from 2008 until the Spin-Off. Ms. Egnotovich holds a B.B.A. in Accounting from Kent State University and a B.S. in Biology from Immaculata College.
	Key Qualifications and Skills: With nearly 30 years of relevant experience in finance, accounting, and senior management in various segments of large manufacturing companies, experience serving on the Boards of other public companies and direct knowledge of the Company’s business before and after the Spin-Off, Ms. Egnotovich is well suited to serve on our Board and Corporate Governance Committee.

Age: 48 Director Since: 2016 Independent: No Committees: None	Hubertus M. Muehlhaeuser. Mr. Muehlhaeuser has served as the Company’s President and Chief Executive Officer since August 2015 and as a Director since the Spin-Off. Prior to joining the Company, from 2013 to 2015, Mr. Muehlhaeuser served as Managing Partner of Karl-H. Muehlhaeuser GmbH & Co KG (a subsidiary of Mühlhäuser Holding GmbH (Switzerland)), a leader in the development, production, distribution and service of rail-bound and trackless tunneling and mining equipment. From 2005 to 2012, Mr. Muehlhaeuser held various leadership positions at AGCO Corporation (“AGCO”), a leading manufacturer and distributor of agricultural equipment and related replacement parts, including Senior Vice President and General Manager, Europe/Africa/Middle East; Senior Vice President—Strategy & Integration; General Manager, Eastern Europe/Asia and General Manager—Engines. Prior thereto, Mr. Muehlhaeuser led the Global Strategy and Organization Practice at Arthur D. Little, Ltd., an international management consulting firm and also served as a member of the firm’s Global Management Team and the firm’s Managing Director, Switzerland. Additionally, Mr. Muehlhaeuser is a member of the Board of Directors of the National Association of Manufacturers (USA) and Cormoran de Bilbao S.L. (Spain), and he is the non-executive Chairman of the Board of Mühlhäuser Holding GmbH (Switzerland), where he is still the majority shareholder. Mr. Muehlhaeuser studied Business Administration at the European Business Schools in Oestrich Winkel and London, as well as the Universidad Argentina de la Empresa, and holds an M.B.A. from EBS University of Business and Law.
	Key Qualifications and Skills: As the President and Chief Executive Officer of Welbilt, Mr. Muehlhaeuser’s day-to-day leadership of the business provides an invaluable contribution to the Board. His prior senior management experience in equipment and manufacturing industries and his multi-functional expertise, including strategy and integration, operational execution, financial acumen, capital markets knowledge, and strong channel and brand management, offers Welbilt a unique set of skills as it positions itself for long-term, sustainable growth.

BOARD COMPOSITION

CRITERIA FOR EVALUATING DIRECTOR CANDIDATES. The Corporate Governance Committee of our Board is responsible for evaluating potential candidates for service on our Board, including evaluating the performance and suitability of incumbent directors before recommending them to the full Board for re-election, reviewing candidates recommended by certain qualified stockholders and identifying and recommending new candidates for nomination to fill existing or expected vacancies on the Board. Under our Corporate Governance Guidelines, qualified directors should generally meet certain specified expectations, including:

DIVERSITY. In addition, the Board appreciates the value that can come from a diverse representation on the Board. In identifying candidates for the Board, the Corporate Governance Committee considers foremost the qualifications and experience that the committee believes would best suit the Board’s needs created by each particular vacancy. As part of the process, the Corporate Governance Committee and the Board endeavor to have a Board comprised of individuals with diverse backgrounds, viewpoints, and life and professional experiences, provided such individuals should all have a high level of management and/or financial experience. In this process, the Board and the Corporate Governance Committee do not discriminate against any candidate on the basis of

race, color, national origin, gender, religion, disability, sexual orientation, or gender identity. While the Company has no formal diversity policy that applies to the consideration of director candidates, the Corporate Governance Committee believes that diversity includes not just race and gender but differences of viewpoint, experience, education, skill and other qualities or attributes.

BOARD LEADERSHIP STRUCTURE. Currently, the roles of Board Chairperson and Chief Executive Officer are held by two different individuals. The Board has determined that the interests of the Company and the Board are best served at this time by separating these roles. In light of the Company’s recent spin-off in March 2016, the Board continues to believe that it is important to have a President and Chief Executive Officer focus on the day-to-day management of the business and execution of our strategic plan and have a separate independent Board Chairperson with a long-standing familiarity of the Company focus on leading the Board of Directors, providing advice and support to the President and CEO when needed, facilitating the Board’s independent oversight of management and enabling the Board to fulfill its risk oversight responsibilities. The current leadership structure not only encourages the free and open dialogue of competing views but also provides for strong checks and balances. In the event that the Chairperson of the Board is also the Chief Executive Officer, the Corporate Governance Guidelines provide for the designation of a lead independent director to serve as a liaison between the Chairperson of the Board and the independent directors, among other things.

BOARD INDEPENDENCE. The Board affirmatively determined that all of our director nominees, except for Mr. Muehlhaeuser, our President and CEO, are independent according to our Corporate Governance Guidelines, the Director Independence Criteria adopted by the Board and applicable rules of the NYSE. For a director to be considered independent under the NYSE rules, the Board must affirmatively determine that a director does not have a material relationship with Welbilt (other than as a director). In determining whether a director has a material relationship with Welbilt, the Board will consider the nine criteria specified in the Company’s Director Independence Criteria. Any director who meets all of the nine criteria will be presumed by the Board to have no material relationship with Welbilt.

The Corporate Governance Committee is responsible for periodically reviewing and making recommendations to the Board regarding director independence. Upon the committee’s recommendation, the Board reviews and makes its independence determinations. These determinations are generally made on an annual basis at the same meeting at which the Board approves director nominees for election at the annual meeting of stockholders and at such other times as circumstances dictate, including if a director joins the Board in the interim or an individual director’s circumstances should change in such a manner that would impact his or her independence from management.

DIRECTOR ORIENTATION AND ONGOING EDUCATION. All new directors elected to the Board participate in a new director orientation program, which is established and administered under the direction of the Corporate Governance Committee. Continuing directors who are not currently serving as officers of other public companies are encouraged to participate in a minimum of eight hours of seminars and educational opportunities per year in an area pertinent to the Company or such director’s committee assignments. Educational opportunities may include attendance at relevant trade shows, tours of Company facilities and service as a director on other company boards.

ELECTION OF DIRECTORS. Under our Bylaws, in the event of an uncontested election of directors, each director nominee shall be elected to the Board by the vote of the majority of the votes cast. For purposes of the election of directors, a “majority of the votes cast” means that the number of shares voted “For” a director nominee must exceed the number of shares voted “Against” that director nominee. Abstentions and broker non-votes are not considered votes cast for this purpose and will have no effect on the election of director nominees.

BOARD CANDIDATES. The Corporate Governance Committee will consider candidates recommended by officers, Board members, stockholders and third-party professional search firms retained by the Corporate Governance Committee. In late 2016, as part of an initiative to refresh the skills, experience and perspectives represented on Board, the Corporate Governance Committee retained Korn Ferry to assist with identifying and recruiting independent, experienced and diverse directors to expand and augment the Board’s collective and individual capabilities.

Stockholder Submissions. The Corporate Governance Committee will only review recommendations for director nominees from any stockholder beneficially owning, or group of stockholders beneficially owning in the aggregate, at least 5% of the issued and outstanding common stock of the Company for at least one year as of the date that the recommendation was made (a “Qualified Stockholder”). Qualified Stockholders who wish to recommend individuals to the Corporate Governance Committee for consideration as potential director candidates may do so by submitting their recommendation no later than the 120th calendar day before the anniversary date the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting for the recommendation to be considered by the Corporate Governance Committee, together with appropriate

biographical and background information sufficient to allow the committee to review the individual’s qualifications and a statement as to whether the Qualified Stockholder beneficially owned in the aggregate, at least 5% of the issued and outstanding common stock of the Company for at least one year as of the date that the recommendation was made. Any recommendation must be submitted in accordance with the procedures set forth in the Corporate Governance Guidelines under the heading “Communications to the Board of Directors.” The Corporate Governance Committee will review any compliant and timely submitted recommendations and has sole discretion as to whether to nominate the recommended individual.

The Corporate Governance Committee did not receive any recommendations for director nominees from any Qualified Stockholder (as defined in the foregoing policy).

Incumbent Directors. Prior to the expiration of the term of a director desiring to stand for re-election, the Corporate Governance Committee will evaluate the performance and suitability of the particular director. The evaluation may include the opportunity for other sitting directors to provide input to the Corporate Governance Committee or its chairperson and may include an interview of the director being evaluated. If the director being evaluated is the chairperson of the Corporate Governance Committee, another member of the Corporate Governance Committee will be appointed to lead the evaluation. The Corporate Governance Committee will make a recommendation to the Board, and the Board will make a final determination as to which directors shall be nominated for re-election.

Board Vacancies. In the event of a vacancy on the Board, the Corporate Governance Committee will manage the process of searching for a suitable director. The Corporate Governance Committee will use its judgment in structuring and carrying out the search process based on the Corporate Governance Committee’s and the Board’s perception as to what qualifications would best suit the Board’s needs for each vacancy. The process may include the consideration of candidates recommended by officers, Board members, stockholders, and/or a third party professional search firm retained by the Corporate Governance Committee. The Corporate Governance Committee has sole authority to retain (including to determine the fees and other retention terms) and terminate any third party to be used to identify director candidates and/or evaluate any director candidates. Any candidate should meet the expectations for directors set forth in the Company’s Corporate Governance Guidelines. Strong preference should be given to candidates who are “independent,” as that term is defined in the Company’s Director Independence Criteria and the NYSE rules, and to candidates who are sitting or former executives of companies whose securities are listed on a national securities exchange and registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Corporate Governance Committee is not required to consider candidates recommended by a stockholder except in accordance with the section captioned, “Consideration of Candidates for the Board of Directors Submitted by Shareholders” set forth in the Corporate Governance Committee Charter. If the Corporate Governance Committee decides to consider a candidate recommended by a stockholder, the Corporate Governance Committee will be free to use its discretion and judgment as to what deference will be given in considering any such candidate.

COMMITTEES OF THE BOARD

Our Board has established three standing committees—Audit, Compensation and Corporate Governance—each of which operates under a written charter approved by the Board and available on the Investor Relations section of our website at http://ir.welbilt.com. Our Board delegates substantial responsibilities to the committees, which then report their activities and actions back to the full Board as appropriate or necessary. The Board, upon the recommendation of the Corporate Governance Committee, annually reviews committee composition and reassigns directors as needed so that the Board and each of its committees are best positioned to carry out their respective duties. The Board has determined that all of the members of the Audit, Compensation and the Corporate Governance Committees, including committee chairpersons, are independent in accordance with the standards set forth in our Corporate Governance Guidelines and Director Independence Criteria, including applicable SEC and NYSE rules.

BOARD OPERATIONS

RISK OVERSIGHT. Management is responsible for the day-to-day management of the risks we face, and the Board is responsible for the oversight of risk across the entire Company. This responsibility is administered more directly through the Audit Committee, as one of its stated purposes pursuant to its committee charter is to assist the Board in fulfilling its role in the oversight of the risk across the organization and the management and/or mitigation of those risks. To this end, the Audit Committee discusses guidelines and policies with respect to risk assessment and risk management, which includes a discussion of the Company’s major risks and the steps that management has taken or is taking to monitor and manage those risks within acceptable levels.

Additionally, each committee reviews and evaluates the Company’s process for managing and mitigating those Company risks assigned by the Board to such committee for review and evaluation, if any. The Board and its committees regularly receive information and reports from members of senior management on areas of material risk based on their respective areas of responsibility.

STOCKHOLDER ENGAGEMENT. Our Board and management focus on creating long-term, sustainable stockholder value. Key to this goal is regular stockholder engagement through meetings with stockholders at conferences and in one-on-one meetings to discuss our financial performance, corporate governance practices, executive compensation programs and other matters. Our conversations with stockholders allow us to better understand our stockholders’ perspectives and provide us with useful feedback to calibrate our priorities. Stockholders and other interested parties who wish to communicate with the Board, the Board Chairperson, independent members of the Board as a group, or any committee chair may do so by following the procedures described in our Corporate Governance Guidelines under the heading “Communications to the Board of Directors.”

MEETINGS AND EXECUTIVE SESSIONS. Directors are expected to commit to attend at least 75% of all scheduled meetings of the Board and committees of which the director is a member each year and are strongly encouraged to attend the annual meetings of stockholders. During 2017, our Board met a total of 6 times, each member of our Board attended at least 75% of the aggregate of the meetings of the Board and the committees on which he or she served, and each member of our Board attended our 2017 Annual Meeting, other than Timothy J. Fenton, who did not stand for re-election at such meeting. Additionally, our independent directors meet in separate executive sessions, without management, at each regularly scheduled Board and committee meeting. Our practice is for the Board Chairperson or the applicable committee chair to preside over executive sessions.

SUCCESSION PLANNING. On an annual basis, the Compensation Committee, the Board and our CEO review the Company’s long-term plan for the development, retention and succession of senior management and also assess Board composition.

CODE OF CONDUCT AND GLOBAL ETHICS POLICY. We have adopted a written Code of Conduct and a Global Ethics Policy that apply to all of our employees and directors and reflect our commitment to operate our business in a manner that meets the highest ethical standards. These policies are posted on the Investor Relations section of our website at http://ir.welbilt.com. Any waiver of these policies granted to executive officers or directors may be made only by the Board or a board committee, and if required, any such waivers or amendments will be disclosed on the Corporate Governance section of our website on a timely basis.

DIRECTOR COMPENSATION

ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION. The annual compensation package for non-employee directors is designed to attract and retain highly experienced and qualified individuals to serve on the Company’s Board. The 2017 compensation package, which consisted of both cash and equity components, was established in consultation with WTW and was intended to be competitive relative to the Company’s custom peer group and promote a strong alignment of interests between the Company’s non-employee directors and its stockholders. The Compensation Committee approves the non-employee director compensation program annually and intends to review the market competitiveness of such program every two years. As our President and CEO, Mr. Muehlhaeuser does not receive additional compensation for his service as a director.

The following table summarizes the compensation elements provided to the Company’s non-employee directors for 2017:

The Independent Chairperson fees, which are in addition to the fees earned by all non-employee directors, consist of $125,000, paid in common stock (65%) and cash (35%), and provide compensation for the additional time commitment attendant to this role, including managing meetings of the Board of Directors, setting the agenda for Board meetings, representing the Board at the annual stockholders meeting, consulting with committee chairpersons as needed and acting as a liaison between the Board and management on major developments and decisions that are likely to be of interest to the Board.

Restricted stock units (“RSUs”) awarded to non-employee directors (other than Mr. Gamache) were granted on February 16, 2017, with the number of units awarded determined based upon a price of $19.12, the average closing price of our common stock as reported on the NYSE during the 20-trading day period prior to and including the date of grant. Mr. Gamache was appointed to the Board on March 6, 2017 and received a grant of restricted stock units determined by prorating the number of units awarded to other non-employee directors for 2017 compensation. Restricted stock units granted to non-employee directors vest on the second anniversary of the grant date. Under the terms of the award, unless the Compensation Committee in its discretion determines otherwise, (i) the restricted stock units will be immediately forfeited if the director ceases to be a member of the Board prior to the vesting date for any reason other than the director’s retirement (due to reaching the mandatory retirement age established by the Board), death, or disability; and (ii) the restricted stock units are subject to various transfer restrictions prior to the vesting date.

In addition, under the Company’s Deferred Compensation Plan, each non-employee director may elect to defer all or any part of the director’s annual retainer and meeting fees, as well as restricted stock unit awards, for future payment upon death, disability, termination of service as a director, a date specified by the participant, or the earlier of any such date to occur.

2017 NON-EMPLOYEE DIRECTOR COMPENSATION. Consistent with the compensation elements discussed above, the below table summarizes the 2017 compensation of all of our non-employee directors other than Mr. Muehlhaeuser, whose compensation is discussed under the section titled “Compensation Discussion and Analysis” and related tables. All amounts are calculated and presented in accordance with SEC disclosure rules.

CHANGES TO 2018 NON-EMPLOYEE DIRECTOR COMPENSATION. Following a review of peer group data and market trends, the Board determined to eliminate the use of meeting fees and grant RSUs that vest on the first anniversary of the grant date, beginning in 2018. The non-employee director compensation program now consists of a retainer-based fee structure to create simplicity, enhance transparency and eliminate financial incentives to have additional meetings.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Under our Corporate Governance Guidelines, each non-employee director should acquire and hold an amount of our common stock with a value equal to, at a minimum, five times the director’s total annual cash retainer (excluding any additional retainer for committee or Board chair positions). For purposes of determining stock ownership under the guidelines, restricted stock units and shares held in the Deferred Compensation Plan will be included but unexercised options will be excluded.

Compliance is measured annually at the first regularly scheduled Board meeting of the calendar year, following an initial transition period to achieve compliance, and will be based on each director’s stock ownership and the stock price as of the close of business on the last day of the preceding calendar year. For directors who were previously members of the Board of MTW, the requirement to comply with such stock ownership guidelines commences on the later of (a) the first Board meeting in the sixth full calendar year after the director was first elected a member of the Board of MTW or (b) the first Board meeting in the fourth full calendar year after the Spin-Off. For directors who were not previously members of the Board of MTW, the requirement to comply with such stock ownership requirements commences on the first Board meeting of the sixth full calendar year after the director was first elected to the Board.

As of December 31, 2017, each of the non-employee directors was expected to achieve compliance with the stock ownership guidelines within the required time period. The Corporate Governance Committee reviews these stock ownership guidelines as well as directors’ progress toward achieving compliance with such guidelines on an annual basis.

PROPOSAL NO. 1—ELECTION OF DIRECTORS

The Board has nominated eight directors, each of whom, if elected, are expected to hold office for a one-year term expiring at the 2019 Annual Meeting of Stockholders until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Each nominee has indicated an intention to serve. In the event that any of the nominees should be unable or unwilling to serve, proxies may be voted for the election of some other person or for fixing the number of directors at a lesser number. Proxies cannot be voted for a greater number of persons than the number of nominees named.

MANAGEMENT

Set forth below is a brief biography of each our executive officers, other than Mr. Muehlhaeuser, our President and CEO, whose biography appears above under “Governance Nominees for Election to the Board of Directors.” All information is presented as of the date of this Proxy Statement.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

2017 COMPENSATION HIGHLIGHTS

2017 was an exciting year for Welbilt and our first full year as a standalone company. Our 2017 compensation programs were based on our prior year program designs but further refined to drive our overall business strategy. In particular, we modified the weighting of metrics under our annual incentive program to reflect our heightened focus on cash flow generation to fund future growth opportunities and our debt reduction efforts. In addition, our annual incentive program was revised to include the metric, Adjusted Operating EBITDA Margin (in lieu of Adjusted Operating EBITA Margin), to align with changes in our external reporting practices. We believe the performance measures selected under our long-term incentive plan continued to capture our key financial drivers of success and therefore no changes were made to those metrics.

Additionally, in 2017, we made certain significant changes to our executive leadership team and organizational structure, including: promoting Haresh Shah to Chief Financial Officer following the retirement of John O. Stewart; promoting Joel H. Horn to General Counsel following the retirement of Maurice D. Jones; recruiting Diana Sacchi to serve as Chief Human Resources Officer; and shifting the role of Andreas G. Weishaar to include oversight of Digital, IT and our M&A process.

For 2017, our named executive officers are:

2017 COMPENSATION ELEMENTS

The following table summarizes the primary components of our 2017 executive compensation program, each as described in greater detail below.

2017 COMPENSATION DESIGN

The performance measures used in our 2017 compensation programs included a range of key financial metrics designed to promote achievement of our strategic goals while also driving long-term stockholder value. Our 2017 short-term incentive plan (“STIP”) was based upon Free Cash Flow, Adjusted Operating EBITDA Margin and Organic

Net Sales Growth, all of which were key metrics of our 2017 annual budget. Our 2017 long-term incentive plan, which was aligned to our strategic plan, consisted of performance share units with a three-year performance period and stock options vesting ratably over a four-year period. Furthermore, all metrics were adjusted to exclude the impact of foreign currency fluctuations.

SAY-ON-PAY ADVISORY VOTE

The Compensation Committee considers the results of our annual say-on-pay advisory vote in determining executive compensation decisions and policies as it provides useful input to the committee in its work to design and oversee an executive compensation program that serves the long-term interests of our stockholders. At our 2017 Annual Meeting of Stockholders, approximately 98% of the votes cast were voted “FOR” approval of our executive compensation program as described and disclosed in the Compensation Discussion and Analysis section, compensation tables and narrative discussion in our accompanying proxy statement. The Compensation Committee believes such results affirm stockholders’ support of the Company’s approach to and structure of executive compensation.

COMPENSATION PHILOSOPHY AND PRACTICES

OBJECTIVES AND PHILOSOPHY.

Our executive compensation program is intended to align the interests of our executives with those of our stockholders and motivate our executives to maximize long-term total returns of our stockholders. Our Compensation Committee designs our executive compensation programs to be competitive and ensure alignment between executive pay and Company performance. An important element of our compensation program design is to provide incentive-based compensation that is directly tied to Company performance. Our Compensation Committee annually reviews the key elements of our program considering our business strategy and talent needs. Our executive compensation program seeks to provide competitive total compensation opportunities to attract, motivate and retain highly-qualified executives critical to the achievement our financial and strategic goals.

Key objectives and elements of our compensation philosophy include the following:

BEST PRACTICES IN GOVERNANCE.

Our executive compensation program reflects a strong pay-for-performance design and incorporates many best practices in executive compensation governance.

ADMINISTRATION AND OVERSIGHT.

Our Compensation Committee reviews and approves all elements of our executive compensation program that cover our named executive officers and also reviews the design of our annual and long-term incentive programs applicable to all employees. Our Compensation Committee’s review of our executive compensation program includes an annual consideration of business strategy and talent needs and alignment of compensation to performance and stockholder interests. Our Compensation Committee has engaged Willis Towers Watson to assist with its duties, though the Compensation Committee retains the ultimate decision-making authority for all executive pay matters.

PEER GROUP.

Following the Spin-Off, our Compensation Committee, together with Willis Towers Watson, considered how to best use competitive market data to benchmark executive compensation practices and design our executive compensation programs. The Compensation Committee considered a multitude of factors, including how such data would be used, whether the data would be aligned with stockholder expectations, the breadth, consistency and reliability of the data and our ability to compete effectively for top executive talent. As a result of this review, our Compensation Committee determined to use third-party market data from two sources: published survey data reflecting a broader industry group (“Survey Data”) and a customized peer group (the “Custom Peer Group”). Together, these sources enable the Compensation Committee to make informed decisions and achieve its compensation objectives.

Survey Data. The Survey Data is based on Willis Towers Watson’s Executive Compensation Survey and reflects approximately 1,000 companies from general industry. The Survey Data is adjusted, generally through regression analysis, to fit Welbilt’s revenue scope, and specific companies are not selected as the data reflects the broad general industry participants in the survey. The Survey Data serves as a reliable market reference and is used as the primary source for benchmarking pay levels for our executives.

Custom Peer Group. The Custom Peer Group is used for designing the overall executive compensation program, including design of the short-term incentive program and long-term incentive plan, and serves as a secondary source for benchmarking pay levels of the CEO, CFO and General Counsel positions and benchmarking benefits and perquisites. In developing the Custom Peer Group, the Compensation Committee considered both quantitative factors (are the companies of a comparable size in terms of revenue, employee headcount, market capitalization and/or net income?) and qualitative factors (do the companies operate within a comparable or adjacent industry? do the companies compete globally? how mature is the company?). Based upon this review, the Compensation Committee selected a group of 18 core companies and two non-core companies that would only be used for benchmarking pay practices but not pay levels given their relatively large revenue size and market capitalization.

The Custom Peer Group was selected in 2016 and first used in connection with 2017 compensation decisions. During 2017, the Compensation Committee and Willis Towers Watson reviewed the peer group again and determined the same group, with the exception of 2 companies that had since been acquired, was appropriate with respect to 2018 compensation decisions. The Compensation Committee intends to continue its practice of reviewing and, if necessary, updating the peer group annually for use in designing the following year’s executive compensation program.

Benchmarking Pay Levels. The Compensation Committee generally refers to the market median from the Survey Data and Custom Peer Group for base salary, target total cash compensation, target long-term incentive compensation and target total direct compensation as an initial point of reference, and then adjusts such amounts up or down to give effect to each individual’s experience, number of years serving in the current role, level of responsibility, performance and such other factors the Compensation Committee deems important.

STOCK OWNERSHIP GUIDELINES.

The Compensation Committee has established stock ownership guidelines for executive officers as set forth below. Under the guidelines, executives are provided with a reasonable period of time to achieve compliance. If he or she does not satisfy the applicable requirement prior to the end of the calendar year of his or her respective compliance date, the guidelines provide that the executive will be required to retain all net shares from the exercise of stock options and from the vesting of restricted stock, restricted stock units and performance share units, until compliance is achieved. For purposes of these stock ownership guidelines, common stock, restricted stock, restricted stock units, performance share units (at target) and stock equivalents held in deferred compensation and/or retirement arrangements are counted towards the individual’s ownership attainment level. Additionally, one-half of the guideline amount can be met by vested, in-the-money stock options held by the executive officer.

CLAWBACKS.

In addition to any right of recoupment against our CEO or CFO pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, we intend to recoup executive officer compensation, or a portion thereof, to the extent required under rules to be adopted by the SEC and NYSE pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. To that end, our 2016 Omnibus Incentive Plan provides that any awards granted under such plan, and any shares issued or cash paid pursuant to an award, will be subject to any recoupment or clawback policy that we adopt from time to time, or any recoupment or similar requirement otherwise made applicable by law, regulation or listing standards. Furthermore, the administrator under the plan may terminate or cause a participant to forfeit an award, and require a participant to disgorge to us any gains attributable to an award, if the participant engages in any action constituting, as determined by the administrator in its discretion, cause for termination, or a breach of any agreement between the participant and us or one of our affiliates concerning non-competition, non-solicitation, confidentiality, trade secrets, intellectual property, non-disparagement or similar obligations.

COMPENSATION RISK ASSESSMENT.

In 2017, management and Willis Towers Watson each conducted separate risk assessments to provide the Compensation Committee with an internal and external view of our compensation programs and policies. Management reviewed the compensation programs applicable to both executives and non-executive employees, and WTW primarily focused their review on executive compensation plans and practices. In particular, management and/or WTW considered the following risk criteria:

The results of both the internal and external assessments are that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. We believe that our compensation program is aligned with current market practices and contains an appropriate balance of risk versus rewards. Furthermore, our compensation program incorporates appropriate risk mitigating factors, such as multi-year vesting periods, performance goals tied to both top-line and bottom-line financial metrics, executive stock ownership guidelines and strong operational oversight and audit processes.

TAX CONSIDERATIONS.

Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a tax deduction to public corporations for compensation in excess of $1.0 million in a calendar year to certain covered executives. For 2017, our covered executives for Section 162(m) purposes were Messrs. Muehlhaeuser, Matosevic, Weishaar and Caron. Starting with 2018, as a result of the changes made to Section 162(m) by the Tax Cuts and Jobs Act, our number of covered executives will increase to include: (i) those four covered executives listed above for 2017, (ii) any executive who serves as our Chief Executive Officer or Chief Financial Officer at any time on or after January 1, 2018, and (iii) any executive who is among our three most highly compensated executive officers for any calendar year beginning with 2018.

For compensation paid for 2017, the statute generally exempts qualifying performance-based compensation from the $1.0 million annual deduction limit if certain conditions are met. Starting with 2018, only qualifying performance-based compensation that is paid pursuant to a written binding contract in effect on November 2, 2017 (and not subsequently materially modified) will be exempt from the deduction limit. Accordingly, any compensation paid in the future pursuant to compensation arrangements entered into after November 2, 2017, even if performance-based, will count towards the $1.0 million fiscal year deduction limit if paid to a covered executive. Because of the many factors influencing a well-rounded, comprehensive executive compensation program as well as the changes made to Section 162(m) by the Tax Cuts and Jobs Act, some of the compensation we provide to our executive officers may not be deductible.

DESIGN OF 2017 COMPENSATION PROGRAM

The following section discusses the design of our 2017 compensation program for our named executive officers, other than Mr. Jones. Mr. Jones retired effective January 2, 2017, and therefore, nearly all of the compensation earned by Mr. Jones with respect to the year ended December 31, 2017 relates to compensation in connection with his retirement. For additional information, see the section titled “Potential Payments upon Termination or Change in Control.”

BASE SALARY.

In reviewing 2017 base salaries, the Compensation Committee considered individual factors such as competencies, skills, experience, and performance, as well as internal equity and market data. Base salaries were generally reviewed and approved in December 2016 for the 2017 fiscal year or, if applicable, in connection with such individual’s promotion.

SHORT-TERM INCENTIVE PLAN (“STIP”).

Annual incentive awards to our named executive officers were made under the Welbilt 2016 Omnibus Incentive Plan and are referred to in this Proxy Statement as Short-Term Incentive Plan (“STIP”) awards. The STIP rewards executives for the achievement of certain financial goals that are aligned to our strategic plan and budget.

For all of our named executive officers, the 2017 STIP was based upon the following financial metrics:

All of the above metrics were compared against budget-rate currencies to remove the impact of foreign currency fluctuations during the year. Additionally, 2017 STIP awards were subject to a hurdle such that no awards would be paid to any named executive officer if the Company’s Adjusted Operating EBITDA Margin for 2017 was less than 14.5%.

The target STIP award opportunity granted to our named executive officers for 2017 ranged from 50% to 100% of base salary, with actual payout potential ranging from 0% to 200% of each individual’s target. Any STIP awards earned are generally paid during the first quarter of the following fiscal year.

Presented below are the specific performance levels adopted under the 2017 STIP, as well as 2017 actual Company results. Threshold performance would have resulted in a payout of 50% of target and maximum performance would have resulted in a payout of 200% of target, with the payout between specific performance levels calculated using straight line interpolation. The STIP opportunity and actual payout for each of the named executive officers are presented in the subsequent executive compensation tables named “Grants of Plan-Based Awards in 2017” and “Summary Compensation Table,” respectively.

LONG-TERM INCENTIVE PLAN.

Our long-term incentive plan (“LTIP”) awards are made under our 2016 Omnibus Incentive Plan. LTIP awards are intended to align the interests of executives and key employees with those of stockholders by allowing such individuals to share in the growth and financial success of the Company and motivating and rewarding achievement of specific longer-term financial goals. In addition, LTIP awards facilitate the attraction, retention and motivation of key members of management and employees. Our general practice is for all of our named executive officers’ LTIP awards to be “at risk”—requiring achievement of specific multi-year financial goals or stock price appreciation—rather than being solely time-based awards. In 2017, the Compensation Committee granted LTIP awards to each of the named executive officers that, in the aggregate, were within the 25^th to 75^th percentile of the industry survey data used for benchmarking pay levels. The aggregate value was then granted in the form of stock options, which accounted for 25% of the total LTIP award, and performance share units, which accounted for 75% of the total LTIP award.

Stock Options. Stock options align executives’ interest with those of stockholders, since options only have realizable value if the price of our stock increases relative to the exercise price, which is the closing price of our common stock on the date of grant. Stock options granted to the named executive officers under our 2017 LTIP vest annually in 25% increments beginning on the first anniversary of the grant date and continuing on each subsequent anniversary until the fourth anniversary and expire 10 years after the date of grant.

Performance Share Units. Performance share units were provided to the named executive officers in 2017 to directly align the shares earned, if any, to the achievement of certain multi-year goals. The Compensation Committee selected cumulative fully diluted Adjusted Earnings per Share (“Adjusted EPS”) and average return on invested capital (“ROIC”) over the three-year period, both weighted 50%, as the performance metrics for the 2017 performance share units, with a performance period of January 1, 2017 to December 31, 2019. Additionally, no awards will be paid to any named executive officer under the 2017 performance share units if the Company’s cumulative fully diluted Adjusted EPS for the performance period is less than a specified hurdle rate.

The target number of performance share units granted to each named executive officer was determined based upon a price of $19.12, the average closing price of our common stock as reported on the NYSE during the 20-trading day period prior to and including the date of grant. At the end of the performance period, our named executive officers will receive shares of stock ranging from 0% to 200% of their target number of shares based upon the actual achievement of the performance goals.

The actual financial performance targets of the 2017 performance share units and achievement against those targets will be disclosed at the end of the three-year performance period.

Treatment of Equity-Based Awards in the Spin-Off. Each MTW stock option, restricted stock, restricted stock unit and performance share unit that was outstanding as of the date of the Spin-Off was deemed bifurcated into two separate awards: a modified award relating to MTW common stock; and a new equity award of the same type relating to Welbilt common stock. Following the Spin-Off, each of these awards remained subject to their original terms and conditions, except:

BENEFITS AND PERQUISITES.

401(k) Retirement Plan. All active, regular, full-time, non-union, U.S.-based employees, including each of our named executive officers (other than Mr. Weishaar, who is a non-U.S. resident), are eligible to participate in the Company’s 401(k) Retirement Plan, which allows employees to build retirement savings on a tax-deferred basis. The plan has a tax-qualified defined contribution savings component (the 401(k) Savings feature) in which participating employees receive a matching contribution from the Company, subject to the terms set forth in the plan. In addition, all eligible employees may receive a performance-based contribution from the Company, in which the Company contributes up to 3% of eligible compensation each year, subject to satisfaction of certain specified performance goals, an initial vesting period and other terms set forth in the plan. The value of the employer contributions made on behalf of each of our named executive officers in 2017 is presented in the Summary Compensation Table.

Deferred Compensation Plan. Welbilt sponsors a non-qualified deferred compensation plan that allows our named executive officers and other key employees to defer a portion of their compensation and the taxation on such compensation to a specified date in the future. Welbilt may also, at its option, make employer contributions to participants’ accounts. During 2017, none of our named executive officers made any contributions to the deferred compensation plan, and we did not make any contributions on their behalf.

Perquisites and Personal Benefits. To provide a market competitive total compensation package, we provide a limited amount of perquisites and supplemental benefits to our named executive officers. In 2017, we provided the following: supplemental life and long-term disability insurance, reimbursement for tax preparation, personal use of a company car, car allowance, spouse/guest travel, reimbursement for an executive physical, and limited personal use of a plane leased by the Company. We also made certain contributions to a Swiss governmental pension scheme on Mr. Weishaar’s behalf and reimbursed him for financial planning fees. Any aggregate incremental cost to us of perquisites and supplemental benefits provided in 2017 is presented in the Summary Compensation Table and footnotes.

EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL BENEFITS

We have entered into agreements with our named executive officers to provide market-competitive severance protections and continuity of the leadership team leading up to and after a change in control.

Employment Agreements. During 2017, we entered into a new employment agreement with Mr. Shah, in connection with his promotion to Chief Financial Officer, and an amendment to Mr. Stewart’s employment agreement as further described below. The employment agreements previously entered into with each of the other named executive officers remain in effect.

The employment agreements set forth the executive officers’ title, compensation and benefits. The employment agreements provide that each executive officer is entitled to an annual base salary of a certain amount, subject to potential increase from time to time, and that each is eligible to participate in the STIP with target award amounts equal to a percentage of base salary, and to receive LTIP awards under our 2016 Omnibus Incentive Plan in an amount determined by our Compensation Committee each year. Each executive officer also receives a car allowance, vacation time and reimbursement for tax preparation and financial planning fees under the terms of the agreements.

For all named executive officers except Mr. Weishaar, the employment agreements also provide that the executive officer will be eligible to participate in our 401(k) Retirement Plan, Deferred Compensation Plan, our health, dental, and life insurance plans and for Mr. Jones only, the SERP. Because Mr. Weishaar is employed in Switzerland, his employment agreement provides that he will receive health, welfare, and other retirement benefits per the Swiss standard applicable for an equivalent position. To comply with this requirement, we made contributions to Swiss Social Security and pension programs and paid for 50% of the premium for Mr. Weishaar to receive local private health insurance comparable to the health insurance our other executives receive under our group health plan.

Each of the employment agreements provide that if we terminate the executive officer’s employment without cause or the executive resigns with good reason (in each case, as described more fully in the contract), then the executive will be entitled to receive a severance payment and all outstanding equity awards granted prior to the year of termination shall be deemed fully vested, subject to the executive signing a release of any and all claims or potential claims against the Company. More details regarding the severance payments and equity acceleration is provided in the “Potential Payments upon Termination or Change in Control” section.

Additionally, as required by the terms of the employment agreements, we also maintain Director and Officer insurance coverage for each named executive officer and provide such officer with indemnification as permitted by law. In connection with entering into these employment agreements, each named executive officer also agreed to certain non-competition, non-solicitation and confidentiality provisions.

Amendment to Mr. Stewart’s Employment Agreement. In connection with Mr. Stewart’s retirement as Chief Financial Officer, the Company entered into an amendment to his employment agreement providing that his retirement will be deemed a termination without “Cause” and he will be entitled to receive the applicable severance payments, equity acceleration and other benefits outlined in his employment agreement. In addition to such benefits, the amendment provided that 35% of Mr. Stewart’s performance share units and stock options granted in 2017 will be vested upon his retirement and the remaining equity awards granted in 2017 will be forfeited.

Change in Control Severance Arrangements. We have also entered into Contingency Employment Agreements, which govern change in control severance arrangements, with each of our named executive officers. These Contingency Employment Agreements provide for the executives’ continued employment upon a change in control for a three-year period for Mr. Muehlhaeuser and a two-year period for the other executives. In addition, the arrangements provide for certain severance benefits in the event an executive is terminated without cause (as defined therein) prior to the end of the change in control employment period (as such, the agreements have a “double trigger”). The severance benefit would consist of base salary, annual incentive compensation (calculated at the target level), and other benefits that the executive otherwise would have been entitled to receive if his or her employment had not been terminated prior to the respective three- or two-year change in control employment period. Further detail regarding these agreements is presented below under the heading “Potential Payments upon Termination or Change in Control.”

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed this Compensation Discussion and Analysis for fiscal year 2017 with management. Based on this review and discussion, the Compensation Committee recommended to the Board, and the Board approved, that the Compensation Discussion and Analysis be incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and included in this Proxy Statement for filing with the SEC.

Compensation Committee of the Board of Directors
Joan K. Chow, Chair
Dino J. Bianco
Thomas D. Davis
Brian R. Gamache

EXECUTIVE COMPENSATION TABLES

The following tables set forth certain information regarding the compensation of our named executive officers and have been prepared in accordance with applicable disclosure rules. These tables and the accompanying narratives should be read in conjunction with the “Compensation Discussion and Analysis” section above.

SUMMARY COMPENSATION TABLE

The table below sets forth the total compensation earned by our named executive officers during the fiscal years indicated. The table also discloses compensation earned by our named executive officers for their service to MTW for all or part of the fiscal years ending December 31, 2016 and 2015, to the extent such individual was also a named executive officer of Welbilt or MTW during those years.

PAY RATIO.

As calculated in accordance with applicable disclosure rules, the 2017 annual total compensation of Mr. Muehlhaeuser was $3,704,480 and the 2017 annual total compensation of our median employee was $40,836. As a result, we estimate that Mr. Muehlhaeuser’s 2017 annual total compensation was approximately 91 times that of our median employee. We identified our median employee by comparing the compensation of all individuals that we employed on November 30, 2017 based upon the sum of: (i) base salary (annualized for any employees hired after January 1, 2017), (ii) overtime pay, (iii) short-term incentive awards, if any, and (iv) long-term incentive awards, if any, based on the grant date fair value of the target number of awards granted. After we identified our median employee, we calculated such employee’s total annual compensation in the same way that we calculate the annual total compensation of our named executive officers in the Summary Compensation Table.

GRANTS OF PLAN-BASED AWARDS IN 2017.

The table below sets forth all equity and non-equity incentive awards granted to our named executive officers during 2017, all of which were made under our 2016 Omnibus Incentive Plan. As discussed under “Design of 2017 Compensation Program” above, 2017 equity awards to our named executive officers consisted of performance share units (“PSU”) and non-qualified stock options (“NQO”), and non-equity incentive awards consisted of our STIP.