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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☒ | Definitive Proxy Statement | |
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☐ | Soliciting Material Pursuant to §240.14a-12 |
IDEX Corporation (Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
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1925 West Field Court, Suite 200
Lake Forest, IL 60045
March 17, 2017
Dear Stockholders,
You are cordially invited to attend the Annual Meeting of Stockholders of IDEX Corporation (the Company) which will be held on Wednesday, April 26, 2017, at 9:00 a.m. Central Time, at the Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling, Illinois 60090.
The following pages contain our notice of annual meeting and proxy statement. Please review this material for information concerning the business to be conducted at the 2017 Annual Meeting, including the nominees for election as directors.
This year, in accordance with the Securities and Exchange Commissions rules for the electronic distribution of proxy materials, we have elected to provide access to our proxy materials and 2016 Annual Report on the Internet instead of mailing a full set of printed proxy materials. We believe that this process will provide you with prompt access to our proxy materials, lower our costs of printing and delivering proxy materials, and minimize the environmental impact of printing paper copies. You should have already received the Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials and vote. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials set forth on the Notice of Internet Availability of Proxy Materials. For further details, please refer to the section entitled Summary beginning on page 1 of the proxy statement.
Whether or not you plan to attend the 2017 Annual Meeting, it is important that your shares be represented. Please vote via telephone, the Internet or proxy card. If you own shares through a bank, broker or other nominee, please execute your vote by following the instructions provided by such nominee.
On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the Company.
Sincerely,
ANDREW K. SILVERNAIL
Chairman of the Board, President and
Chief Executive Officer
NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS
Date and Time | Wednesday, April 26, 2017 at 9:00 a.m. Central Time
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Place | Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling, Illinois 60090
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Agenda | 1. Election of two members of the IDEX Board of Directors, each for a term of three years
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2. Advisory vote to approve named executive officer compensation
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3. Advisory vote to approve the frequency (whether annual, biennial or triennial) with which stockholders of IDEX shall be entitled to have an advisory vote to approve named executive officer compensation
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4. Ratification of the appointment of Deloitte & Touche LLP as our independent registered accounting firm for 2017
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5. To transact such other business as may properly come before the 2017 Annual Meeting or any adjournment or postponement thereof
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Voting Recommendations | The Companys Board of Directors recommends that you vote:
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1. FOR all the director nominees
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2. FOR the approval of the compensation of our named executive officers
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3. FOR the approval to conduct an advisory vote on executive compensation every year
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4. FOR the ratification of the appointment of Deloitte & Touche LLP
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Proxy Voting | Your vote is important. You can vote your shares by Internet, by telephone, or by mail. Instructions for each of these methods and the control number that you will need are provided on the proxy card. If your shares are held in street name in a stock brokerage account, or by a bank or other nominee, you must provide your broker with instructions on how to vote your shares in order for your shares to be voted on important matters presented at the 2017 Annual Meeting.
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March 17, 2017 | By Order of the Board of Directors
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DENISE R. CADE Senior Vice President, General Counsel and Corporate Secretary |
Important Notice Regarding the Availability of Proxy Materials for the 2017 Annual Meeting The Proxy Statement and 2016 Annual Report are available online at: http://phx.corporate-ir.net/phoenix.zhtml?c=83305&p=irol-reportsAnnual
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Corporate Governance Guidelines and Code of Business Conduct and Ethics |
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Directors Outstanding Equity Awards at 2016 Fiscal Year End |
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Narrative to Nonqualified Deferred Compensation at 2016 Fiscal Year End Table |
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PROPOSAL 3 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION |
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STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2018 ANNUAL MEETING |
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IDEX Corporation (the Company or IDEX) has prepared this Proxy Statement in connection with the solicitation by the Companys Board of Directors of proxies for the Annual Meeting of Stockholders to be held on Wednesday, April 26, 2017, at 9:00 a.m. Central Time, at the Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling, Illinois 60090 (the Annual Meeting). The Company commenced distribution of, or otherwise made available, this Proxy Statement and the accompanying materials on March 17, 2017.
Who is entitled to vote at the Annual Meeting?
You are entitled to vote if you owned shares of IDEXs Common Stock as of the close of business on March 1, 2017, the record date of the Annual Meeting. On the record date, a total of 76,326,261 shares of IDEX Common Stock were outstanding. Each share of Common Stock entitles its holder of record to one vote on each matter upon which votes are taken at the Annual Meeting. There is no cumulative voting. No other securities are entitled to be voted at the Annual Meeting.
How do I vote?
Even if you plan to attend the Annual Meeting in person, we encourage you to vote as soon as possible, using one of the methods listed below.
By Internet | By Telephone | By Mail | In Person | |||
www.proxyvote.com Open until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions. |
1-800-690-6903 Open until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and follow the instructions. |
Mark, sign and date your proxy card and return it in the postage-paid envelope or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 |
If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously voted by Internet, telephone or mail. |
If you vote by telephone or over the Internet, you should not mail your proxy card. If your completed proxy card or telephone or Internet voting instructions are received prior to the Annual Meeting, your shares will be voted in accordance with your voting instructions.
If your shares are held in street name (that is, they are held in the name of a broker, financial institution or other nominee), you will receive instructions with your materials that you must follow in order to have your shares voted. Please review your voting instruction form to determine whether you will be able to vote via the telephone or over the Internet.
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What is a quorum for the Annual Meeting?
A quorum of stockholders is necessary to take action at the Annual Meeting. A majority of outstanding shares of Common Stock present in person or represented by proxy will constitute a quorum. The Company will appoint election inspectors to determine whether or not a quorum is present, and to tabulate votes cast by proxy or in person. Under certain circumstances, a broker or other nominee may have discretionary authority to vote shares of Common Stock if instructions have not been received from the beneficial owner or other person entitled to vote.
The election inspectors will treat directions to withhold authority, abstentions and broker non-votes (which occur when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because such broker or other nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner) as present and entitled to vote for purposes of determining the presence of a quorum for the transaction of business at the Annual Meeting.
What are the voting requirements?
Proposal | Vote Required | Effect of Broker Non-Votes |
Effect of Abstentions | |||
Election of Directors |
Plurality Plus Standard | No effect | No effect | |||
Advisory Vote on Executive Compensation |
The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter | No effect | Against | |||
Advisory Vote on Frequency of Advisory Votes on Executive Compensation | The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter | No effect | Against | |||
Ratification of Auditors | The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter | No effect | Against |
What is the Plurality Plus Standard?
The Companys Corporate Governance Guidelines provide for a Plurality Plus Standard with respect to the election of directors. Any nominee who receives a greater number of withhold votes than affirmative votes in an uncontested election is required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee of the Board of Directors within 90 days from the date of election.
The Nominating and Corporate Governance Committee must then consider all of the relevant facts and circumstances and recommend to the Board of Directors the action to be taken with respect to the offer of resignation.
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How does the Companys Board of Directors recommend that I vote?
The Companys Board of Directors recommends that you vote:
1. FOR the election of the Companys nominees as directors.
2. FOR the approval of the compensation of the Companys named executive officers.
3. FOR the approval to conduct an advisory vote on executive compensation every year.
4. FOR approval of the ratification of the appointment of auditors.
What happens if I do not specify a choice for a matter when returning my proxy card?
If you sign and return your proxy card but do not give voting instructions, your shares will be voted as recommended by the Companys Board of Directors, and in the discretion of the proxy holders as to any other business which may properly come before the Annual Meeting.
What can I do if I change my mind after I vote my shares?
You can revoke a proxy prior to the completion of voting at the Annual Meeting by:
1. Mailing a new proxy card with a later date.
2. Casting a new vote on the Internet or by telephone.
3. Sending a written notice of revocation addressed to Denise R. Cade, Senior Vice President, General Counsel and Corporate Secretary, IDEX Corporation, 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045.
4. Voting in person at the Annual Meeting.
If your shares are held in street name, please contact your broker, financial institution or other nominee and comply with the brokers, financial institutions or other nominees procedures if you want to change or revoke your previous voting instructions.
Who will solicit the proxies and who will pay the cost of this proxy solicitation?
The Company will bear the costs of preparing and mailing this Proxy Statement and other costs of the proxy solicitation made by the Board of Directors. Certain of the Companys officers and employees may solicit the submission of proxies authorizing the voting of shares in accordance with the Board of Directors recommendations, but no additional remuneration will be paid by the Company for the solicitation of those proxies. These solicitations may be made by personal interview, telephone, email or facsimile transmission.
The Company has made arrangements with brokerage firms and other record holders of its Common Stock for the forwarding of proxy solicitation materials to the beneficial owners of that stock. The Company will reimburse those brokerage firms and others for their reasonable out-of-pocket expenses in connection with this work.
In addition, the Company has engaged Morrow Sodali LLC, 470 West Avenue, Stamford, Connecticut to assist in proxy solicitation and collection at a cost of $6,500, plus out-of-pocket expenses.
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Why did I receive a Notice of Internet Availability of Proxy Materials but no proxy materials?
As permitted under rules of the Securities and Exchange Commission (SEC), we are making this Proxy Statement available to stockholders electronically via the Internet. We believe electronic delivery expedites receipt of our proxy materials by stockholders, while lowering the costs and reducing the environmental impact of the Annual Meeting.
If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials by mail unless you specifically request them. Instead, the Notice of Internet Availability will provide instructions as to how you may review the proxy materials and submit your voting instructions over the Internet.
If you receive the notice by mail and would like to receive a printed copy of the proxy materials, you should follow the instructions in the Notice of Internet Availability for requesting a printed copy. In addition, the proxy card contains instructions for electing to receive proxy materials over the Internet or by mail in future years.
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PROPOSALS TO BE VOTED ON AT THE 2017 ANNUAL MEETING
PROPOSAL 1 ELECTION OF DIRECTORS
The Companys Restated Certificate of Incorporation, as amended, provides for a three-class Board of Directors, with one class being elected each year for a term of three years. The Board of Directors currently consists of nine members, three of whom are Class I directors whose terms will expire at this years Annual Meeting, three of whom are Class II directors whose terms will expire at the Annual Meeting to be held in 2018, and three of whom are Class III directors whose terms will expire at the Annual Meeting to be held in 2019.
Overview of IDEX Board of Directors
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Our Directors Exhibit:
High integrity
Loyalty to the Company and commitment to its success
Proven record of success
Knowledge of corporate governance and practices
Our Directors Bring to the Boardroom:
High level of leadership experience
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Board Composition
Independent Directors: 8 of 9
Public Company Board Experience: 6 of 9
CEO Experience: 5 of 9
Average IDEX Board Tenure: 5.4 years
Number of Directors Currently Serving on More Than Two Boards: 1
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Specialized industry expertise
Financial expertise
Extensive knowledge of the Company |
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The Board of Directors has nominated two individuals for election as Class I directors to serve for a three-year term expiring at the Annual Meeting to be held in 2020, or upon the election and qualification of their successors. The nominees of the Board of Directors are Andrew K. Silvernail and Katrina L. Helmkamp, each of whom is currently serving as a director of the Company. Gregory F. Milzcik, the other current Class I director, has announced his retirement from the Board effective immediately following this years Annual Meeting, and thus is not standing for re-election.
The nominees and the directors serving in Class II and Class III whose terms expire in future years and who will continue to serve after the Annual Meeting are listed below with brief statements setting forth their present principal occupations and other information, including any directorships in other public companies, and their particular experiences, qualifications, attributes and skills that lead to the conclusion they should serve as a director. If for any reason any of the nominees are unavailable to serve, proxies solicited hereby may be voted for a substitute. The Board of Directors, however, expects the nominees to be available.
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Our Board of Directors recommends that you vote FOR the election of each of the 2017 director nominees
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2017 DIRECTOR NOMINEES
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Andrew K. Silvernail
Age: 46 Director since August 2011 Chairman, President and Chief Executive Officer
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Mr. Silvernail was appointed Chairman of the Board effective January 1, 2012. Mr. Silvernail has served as President and Chief Executive Officer and a director of the Company since August 10, 2011. Prior to his appointment as President and Chief Executive Officer, Mr. Silvernail served since January 2011 as Vice | ||
President Group Executive of the Companys Health & Science Technologies, Global Dispensing and Fire & Safety/Diversified Products business segments. From February 2010 to December 2010, Mr. Silvernail was Vice President Group Executive of the Companys Health & Sciences Technologies and Global Dispensing business segments. Mr. Silvernail joined IDEX in January 2009 as Vice President Group Executive of Health & Science Technologies. |
Mr. Silvernails relevant experience with engineering and technology industries in general, together with his extensive management experience, led to the conclusion that he should serve on the Board of Directors.
Mr. Silvernail received his bachelor of science degree in government from Dartmouth College and his masters of business administration degree from Harvard University.
Mr. Silvernail is a director of Stryker Corporation.
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Katrina L. Helmkamp
Age: 51 Director since November 2015 Independent Committees: Compensation Nominating and Corporate Governance
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Ms. Helmkamp has served as Chief Executive Officer of Lenox Corporation since November 2016. Previously, Ms. Helmkamp served as Chief Executive Officer of SVP Worldwide from 2010 through 2014, and as Senior Vice President, North America Product for Whirlpool Corporation from 2008 to 2010. |
Ms. Helmkamps operating leadership skills and her experience across multiple markets and technologies led to the conclusion that she should serve on the Board of Directors. During her time at SVP Worldwide and Whirlpool Corporation, Ms. Helmkamp was responsible for managing the operations and profitability of global businesses that derived a substantial portion of their revenues from outside of the United States.
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In addition, Ms. Helmkamp successfully oversaw numerous new product development and technology initiatives, including the launch of new products and service categories with improved margins and quality. Ms. Helmkamp also has significant mergers and acquisitions experience, both in identifying and evaluating potential targets, as well as leading post-acquisition integration activities.
Ms. Helmkamp received her bachelor of science degree in industrial engineering and her masters of business administration from Northwestern University.
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OTHER INCUMBENT DIRECTORS
Class II: Three-Year Term Expires in 2018
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William M. Cook
Age: 63 Director since February 2008 Independent Committees: Audit |
Mr. Cook is our Lead Director. He served as Chairman of the Board of Donaldson Company, Inc. from prior to 2009 to April 2016. Mr. Cook retired as the President and Chief Executive Officer of Donaldson in April 2015, having served since prior to 2009.
Mr. Cooks strong business and | ||
organizational leadership skills and his relevant experience in technology industries led to the conclusion that he should serve on the Board of Directors. Throughout his 35-year career at Donaldson, a technology-driven global company that manufactures filtration systems designed to remove contaminants from air and liquids, Mr. Cook served in several senior executive positions, and was elected as a director in 2004. |
Mr. Cook received a bachelor of science degree in business administration and a master of business administration degree from Virginia Polytechnic Institute and State University.
Mr. Cook is a director of Valspar Corporation and Neenah Paper, Inc.
Cynthia J. Warner
Age: 58 Director since February 2013 Independent Committees: Compensation Nominating and Corporate Governance
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Ms. Warner has been Executive Vice President, Operations for Tesoro Corporation since August 2016. Prior to that, Ms. Warner served as Tesoros Executive Vice President,
Strategy and Business Development, since October 2014. From 2012 to 2014, Ms. Warner was Chairman and Chief Executive Officer of Sapphire Energy, Inc. From | |||
2009 to 2011, Ms. Warner was Chairman and President of Sapphire Energy. Prior to 2009, Ms. Warner was Group Vice President, Global Refining, BP plc. |
Ms. Warners operating leadership skills, international experience and extensive experience in the energy, refining and transportation industries led to the conclusion that she should serve on the Board of Directors. During her 25 years at BP and Amoco, Inc., Ms. Warner gained significant knowledge of the global energy industry and served in numerous leadership roles, including overseeing BPs Global Refining business and its Health Safety Security Environment, with a consistent record of success in coordinating the operations of thousands of employees across BPs global facilities.
In her role as Chief Executive Officer of Sapphire Energy, an alternative energy venture, Ms. Warner had oversight responsibility for the raising of substantial investment capital and the successful completion of a new demonstration facility for the company.
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Ms. Warner received a bachelor of engineering degree in chemical engineering from Vanderbilt University and a masters of business administration degree from Illinois Institute of Technology.
Mark A. Buthman
Age: 56 Director since April 2016 Independent Committees: Audit
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Mr. Buthman retired from Kimberly-Clark Corporation in 2015, where he was Executive Vice President and Chief Financial Officer from January 2003 to April 2015. During his 33-year career at Kimberly-Clark, Mr. Buthman held a wide range of leadership roles and was part of an executive team that created more | |||
than $20 billion in shareholder value since the end of 2002. |
Mr. Buthmans experience as a Chief Financial Officer of a Fortune 150 company with significant international operations and as a public company director makes him a tremendous asset to IDEX. Mr. Buthman is a disciplined financial leader with a track record of allocating capital in shareholder-friendly ways and his insight is extremely valuable to our Board and management.
Mr. Buthman graduated from the University of Iowa with a degree in finance and business.
Mr. Buthman is a director of West Pharmaceutical Services, Inc.
Class III: Three-Year Term Expires in 2019
Ernest J. Mrozek
Age: 63 Director since July 2010 Independent Committees: Audit (Chairman)
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Mr. Mrozek served as Vice Chairman and Chief Financial Officer of The ServiceMaster Company until his retirement in March 2008.
Mr. Mrozeks strategic and operating leadership skills, his extensive experience and expertise in the | |||
business services industry and his financial reporting expertise led to the conclusion that he should serve on the Board of Directors. Through over 20 years of executive experience in various senior positions in general management, operations and finance at ServiceMaster, a residential and commercial service company, Mr. Mrozek developed extensive knowledge of the business services industry and gained valuable financial expertise and experience in mergers and acquisitions. |
Prior to joining ServiceMaster in 1987, Mr. Mrozek spent 12 years in public accounting with Arthur Andersen & Co. Mr. Mrozek has also acquired substantial experience in corporate governance as a director on the boards of several public and private companies.
Mr. Mrozek received a bachelor of science degree in accountancy with honors from the University of Illinois and is a certified public accountant, on inactive status.
Mr. Mrozek is a director of G&K Services, Inc.
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David C. Parry
Age: 63 Director since December 2012 Independent Committees: Compensation Nominating and Corporate Governance (Chairman) |
Mr. Parry has served as Vice Chairman
Mr. Parrys strategic and operating | |||
perspective gained from over 30 years of international business leadership experience, his significant acquisition experience and his extensive expertise in the industrial products manufacturing industry led to the conclusion that he should serve on the Board of Directors. During 18 years of executive and management experience in various senior management positions at ITW, a multinational manufacturer of a diversified range of industrial products and equipment, Mr. Parry has successfully grown the operations and profitability of multiple business units and helped ITW complete numerous acquisitions.
Prior to joining ITW in 1994, Mr. Parry spent 17 years in various executive and management positions at Imperial Chemical Industries, which at the time was one of the largest chemical producers in the world.
Mr. Parry received a bachelor of science degree in chemistry, a master of science degree in chemistry and a Ph.D. in polymer chemistry from Victoria University of Manchester, Manchester, England.
Mr. Parry is a director of Celanese Corporation.
Livingston L. Satterthwaite
Age: 56 Director since April 2011 Independent Committees: Compensation (Chairman) Nominating and Corporate Governance |
Mr. Satterthwaite has served as
Mr. Satterthwaites business leadership | |||
and sales skills, international experience and extensive experience in industrial manufacturing led to the conclusion that he should serve on the Board of Directors. Since joining Cummins in 1988, Mr. Satterthwaite has held various positions at Cummins Power Generation and other divisions of Cummins, including 14 years in managerial and sales positions in the United Kingdom and Singapore. |
Prior to joining Cummins, Mr. Satterthwaite spent four years at Schlumberger Limited, an oil field services provider, as a general field engineer.
Mr. Satterthwaite received a bachelor of science degree in civil engineering from Cornell University and a master in business administration degree from Stanford University.
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The objectives of our director compensation program are to attract highly-qualified individuals to serve on our Board of Directors and to align our directors interests with the interests of our stockholders. The Compensation Committee reviews the program at least annually to ensure that it continues to meet these objectives.
The Company believes that to attract and retain qualified directors, pay levels should be targeted at the 50th percentile (or median) of pay levels for directors at comparable companies. From time to time, the Compensation Committee, with the assistance of F.W. Cook, evaluates the competitiveness of director compensation. The primary reference point for the determination of market pay is the peer group of companies. For 2016, the peer group used in this analysis was the same peer group used for the Companys executive compensation analysis.
For further details on this topic, refer to Use of Market Data under Setting Executive Compensation in the Compensation Discussion and Analysis below. Market composite data derived from pay surveys available to F.W. Cook and to the Company is also used.
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Our director compensation for 2016 was as follows:
Annual Retainer and Meeting Fees
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$ 85,000
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Committee Chair Retainer
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Audit Committee
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$ 15,000
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Compensation Committee
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$ 10,000
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Nominating and Corporate Governance Committee
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$ 8,000
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Lead Director Fees
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Annual Retainer
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$ 15,000
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Annual Equity Grant
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$ 15,000
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Restricted Stock Units
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100% of Value
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Value of Equity Grants Upon Initial Election to the Board
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Pro-rated annual grant
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Restricted Stock Units
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100% of Value
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Value of Annual Equity Grants
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$ 120,000
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Restricted Stock Units
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100% of Value
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The following table summarizes the total compensation earned in 2016 for the Companys non-management directors. Mr. Silvernail receives no additional compensation for his service as a director.
Name |
Fees Earned or Paid in Cash
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Stock Awards (1) (2) |
All Other Compensation (3) |
Total | ||||
Mark A. Buthman
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$63,750
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$104,722
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$
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$168,472
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William M. Cook
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100,000
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135,000
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10,000
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245,000
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Katrina L. Helmkamp
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85,000
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120,000
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205,000
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Gregory F. Milzcik
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85,000
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120,000
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10,000
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215,000
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Ernest J. Mrozek
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100,000
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120,000
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10,000
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230,000
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David C. Parry
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93,000
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120,000
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10,000
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223,000
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Livingston L. Satterthwaite
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95,000
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120,000
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215,000
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Cynthia J. Warner
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85,000
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120,000
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205,000
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(1) | Reflects the aggregate grant date fair value in accordance with FASB ASC Topic 718 using the assumptions set forth in the footnotes to financial statements in the Companys Annual Report on Form 10-K for the year ended December 31, 2016, assuming no forfeitures. |
(2) | The following table provides information on the restricted stock, restricted stock units and stock option awards held by the Companys non-management directors and the value of those awards as of December 31, 2016. All outstanding awards are in or exercisable for shares of the Companys Common Stock. |
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Directors Outstanding Equity Awards at 2016 Fiscal Year End
Option Awards |
Stock Awards
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Number of Securities
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Number of
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Market Value Stock that
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Name | Grant Date | Type | # Shares |
Shares
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Exercisable (a)
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Unexercisable (a)
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Option Price ($)
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Option
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Mark A. Buthman |
1,290 | 116,177 | ||||||||||||||||||||||||||||||||||||||
William M. Cook |
04/08/08 | NQSO | 3,375 | 0 | 3,375 | 0 | 32.95 | 04/08/2018 | 4,920 | 443,095 | ||||||||||||||||||||||||||||||
02/24/09 | NQSO | 2,250 | 0 | 2,250 | 0 | 19.98 | 02/24/2019 | |||||||||||||||||||||||||||||||||
02/23/10 | NQSO | 4,080 | 0 | 4,080 | 0 | 30.82 | 02/23/2020 | |||||||||||||||||||||||||||||||||
02/22/11 | NQSO | 3,190 | 0 | 3,190 | 0 | 40.89 | 02/22/2021 | |||||||||||||||||||||||||||||||||
02/21/12 | NQSO | 3,530 | 0 | 3,530 | 0 | 42.86 | 02/21/2022 | |||||||||||||||||||||||||||||||||
02/15/13 | NQSO | 3,075 | 0 | 3,075 | 0 | 50.45 | 02/15/2023 | |||||||||||||||||||||||||||||||||
Katrina L. Helmkamp |
2,025 | 182,372 | ||||||||||||||||||||||||||||||||||||||
Gregory F. Milzcik |
4,530 | 407,972 | ||||||||||||||||||||||||||||||||||||||
Ernest J. Mrozek |
07/01/10 | NQSO | 6,650 | 0 | 6,650 | 0 | 28.20 | 07/01/2020 | 4,530 | 407,972 | ||||||||||||||||||||||||||||||
02/22/11 | NQSO | 3,190 | 0 | 3,190 | 0 | 40.89 | 02/22/2021 | |||||||||||||||||||||||||||||||||
02/21/12 | NQSO | 3,530 | 0 | 3,530 | 0 | 42.86 | 02/21/2022 | |||||||||||||||||||||||||||||||||
02/15/13 | NQSO | 3,075 | 0 | 3,075 | 0 | 50.45 | 02/15/2023 | |||||||||||||||||||||||||||||||||
David C. Parry |
12/06/12 | NQSO | 4,930 | 0 | 4,930 | 0 | 45.08 | 12/06/2022 | 4,530 | 407,972 | ||||||||||||||||||||||||||||||
02/15/13 | NQSO | 3,075 | 0 | 3,075 | 0 | 50.45 | 02/15/2023 | |||||||||||||||||||||||||||||||||
Livingston L. Satterthwaite |
04/05/11 | NQSO | 4,800 | 0 | 4,800 | 0 | 45.16 | 04/05/2021 | 4,530 | 407,972 | ||||||||||||||||||||||||||||||
02/21/12 | NQSO | 3,530 | 0 | 3,530 | 0 | 42.86 | 02/21/2022 | |||||||||||||||||||||||||||||||||
02/15/13 | NQSO | 3,075 | 0 | 3,075 | 0 | 50.45 | 02/15/2023 | |||||||||||||||||||||||||||||||||
Cynthia J. Warner |
02/15/13 | NQSO | 4,610 | 0 | 4,610 | 0 | 50.45 | 02/15/2023 | 4,530 | 407,972 |
(a) | All options expire on the 10th anniversary of the grant date. |
(b) | See footnote 1 to table under SECURITY OWNERSHIP below for vesting provisions. |
(c) | Determined based upon the closing price of the Companys Common Stock on December 31, 2016. |
(3) | Reflects matching gifts of up to $10,000 per year directed to Internal Revenue Code 501(c)(3) tax-exempt, non-profit organizations under the IDEX Corporation Matching Gift Program. |
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The following table furnishes information as of March 1, 2017, except as otherwise noted, with respect to shares of the Companys Common Stock beneficially owned by (i) each director and nominee for director, (ii) each officer named in the Summary Compensation Table, (iii) directors, nominees and executive officers of the Company as a group, and (iv) any person who is known by the Company to be a beneficial owner of more than five percent of the outstanding shares of Common Stock.
Except as indicated by the notes to the following table, the holders listed below have sole voting power and investment power over the shares beneficially held by them. Under SEC rules, the number of shares shown as beneficially owned includes shares of Common Stock subject to options that are exercisable currently or will be exercisable within 60 days of March 1, 2017. Shares of Common Stock subject to options that are exercisable within 60 days of March 1, 2017, are considered to be outstanding for the purpose of determining the percentage of shares held by a holder, but not for the purpose of computing the percentage held by others. An * indicates ownership of less than one percent of the outstanding Common Stock.
For purposes of the following table, the address for each of the directors, nominees for director and executive officers of the Company is c/o 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045.
Name and Address of Beneficial Owner |
Shares Beneficially Owned |
Percent of Class | ||
Directors and Nominees (other than Named Executive Officers): |
||||
Mark A. Buthman(1) |
2,580 | * | ||
William M. Cook(1) |
32,358 | * | ||
Katrina L. Helmkamp(1) |
3,315 | * | ||
Gregory F. Milzcik(1) |
9,980 | * | ||
Ernest J. Mrozek(1) |
26,030 | * | ||
David C. Parry(1) |
16,085 | * | ||
Livingston L. Satterthwaite(1) |
20,407 | * | ||
Cynthia J. Warner(1) |
11,695 | * | ||
Named Executive Officers: |
||||
Andrew K. Silvernail(2)(3) |
373,858 | * | ||
Michael J. Yates(2)(3) |
104,584 | * | ||
Heath A. Mitts(2) |
0 | * | ||
Eric D. Ashleman(2)(3) |
59,452 | * | ||
Denise R. Cade(2)(3) |
7,444 | * | ||
Daniel J. Salliotte(2)(3) |
62,853 | * | ||
Directors, Nominees and All Executive Officers as a Group: (17 persons)(4) |
785,494 | 1.0% | ||
Other Beneficial Owners: |
||||
T. Rowe Price Associates, Inc.(5) |
8,193,262 | 10.7% | ||
100 East Pratt Street, Baltimore, MD 21202 |
||||
BlackRock Inc.(6) |
6,044,747 | 7.9% | ||
55 East 52nd Street New York, NY 10055 |
||||
Capital World Investors(7) |
5,977,829 | 7.8% | ||
333 South Hope Street, Los Angeles, CA 90071 |
||||
The Vanguard Group(8) |
5,918,426 | 7.8% | ||
100 Vanguard Blvd. Malvern, PA 19355 |
||||
Eaton Vance Management(9) |
4,432,589 | 5.8% | ||
2 International Place Boston, MA 02110 |
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(1) | Includes 16,125, 16,445, 8,005, 11,405 and 4,610 shares under exercisable options for Messrs. Cook, Mrozek, Parry and Satterthwaite, and Ms. Warner, respectively. Ms. Helmkamp and Messrs. Buthman and Milzcik do not have any options. Includes 1,405 restricted stock units issued to each of Messrs. Milzcik, Parry and Satterthwaite and Ms. Warner on February 20, 2015, which vest on February 20, 2018 (except for Mr. Satterthwaite as he elected to defer vesting); 1,595 restricted stock units issued to Mr. Cook on February 20, 2015, which vest on February 20, 2018; 415 restricted stock units issued to Ms. Helmkamp on November 5, 2015, which vest on November 5, 2018; 1,610 restricted stock units issued to each of Ms. Helmkamp and Messrs. Milzcik, Mrozek, Parry and Satterthwaite and Ms. Warner on February 19, 2016, which vest on February 19, 2019 (except for Ms. Helmkamp and Mr. Satterthwaite, who each elected to defer vesting); 1,810 restricted stock units issued to Mr. Cook on February 19, 2016, which vest on February 19, 2019; 1,290 restricted stock units issued to Mr. Buthman on April 6, 2016, which vest on April 6, 2019; 1,290 restricted stock units issued to each of Ms. Helmkamp and Messrs. Buthman, Mrozek, Parry and Satterthwaite and Ms. Warner on February 22, 2017, which vest on February 22, 2020 (except for Messrs. Buthman and Satterthwaite, who each elected to defer vesting); and 1,450 restricted stock units issued to Mr. Cook on February 22, 2017, which vest on February 22, 2020. The restricted shares and restricted stock units held by Messrs. Buthman and Cook, Ms. Helmkamp, Messrs. Milzcik, Mrozek, Parry, and Satterthwaite, and Ms. Warner may vest earlier than the dates indicated above upon a change in control of the Company, retirement, or failure to be re-elected to the Board. All shares of restricted stock and restricted stock units are eligible for dividends. |
(2) | Includes 281,744, 37,834, 5,324, 31,091 and 80,699 shares under exercisable options for Messrs. Silvernail and Ashleman and Ms. Cade and Messrs. Salliotte and Yates, respectively. Mr. Mitts does not have any options. |
(3) | Includes shares of restricted stock awarded by the Company as set forth in the following table. All shares of restricted stock are eligible for dividends and shall vest provided that the executive is employed on the vesting date(s). The restricted shares may vest earlier than the dates indicated below upon a change in control of the Company and certain other events. See Outstanding Equity Awards at 2016 Fiscal Year End under EXECUTIVE COMPENSATION. |
Name of restricted stock |
Shares of Restricted stock awarded under Incentive Award Plan |
Dates Awarded |
Vesting Dates | |||
Mr. Silvernail |
9,565 | 02/20/2015 | 02/20/2018 | |||
Mr. Yates |
510
5,355 |
02/20/2015
08/31/2016 |
02/20/2018
08/31/2019 | |||
Mr. Ashleman |
1,630
4,835 |
02/20/2015
07/15/2015 |
02/20/2018
07/15/2018 | |||
Ms. Cade |
2,120 | 10/26/2015 | 10/26/2018 | |||
Mr. Salliotte |
500
2,680 |
2/20/2015
08/31/2016 |
02/20/2018
08/31/2019 |
(4) | Includes 532,236 shares under options that are exercisable currently or will be exercisable within 60 days of March 1, 2017, and 67,430 unvested shares of restricted stock or restricted stock units. |
(5) | Based solely on information in Schedule 13G, as of December 31, 2016, filed by T. Rowe Price Associates, Inc. (Price Associates) with respect to Common Stock owned by Price Associates and certain other entities which Price Associates directly or indirectly controls or for which Price Associates is an investment advisor |
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on a discretionary basis, including T. Rowe Price Mid-Cap Growth Fund, Inc. These Price Associates entities have sole power to vote or to direct the vote of 2,540,706 shares of Common Stock and sole power to dispose or to direct the disposition of all 8,193,262 shares of Common Stock. T. Rowe Price Mid-Cap Growth Fund, Inc. has sole power to vote or direct the vote of 4,202,000 shares of Common Stock. |
(6) | Based solely on information in Schedule 13G, as of December 31, 2016, filed by BlackRock Inc. (BlackRock) with respect to Common Stock owned by BlackRock and certain other entities which BlackRock directly or indirectly controls or for which BlackRock is an investment advisor on a discretionary basis, including BlackRock (Luxembourg) S.A., Blackrock (Netherlands) B.V., BlackRock Advisors (UK) Limited, Blackrock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Capital Management, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd, BlackRock Investment Management, LLC and BlackRock Life Limited. These BlackRock entities have sole power to vote or to direct the vote of 5,724,680 shares of Common Stock and sole power to dispose or to direct the disposition of all 6,044,747 shares of Common Stock. |
(7) | Based solely on information in Schedule 13G, as of December 30, 2016, filed by Capital World Investors , a division of Capital Research Management Company (Capital World), with respect to Common Stock owned by Capital World and certain other entities which Capital World directly or indirectly controls or for which Capital World is an investment advisor on a discretionary basis. These Capital World entities have sole power to vote or to direct the vote of 5,977,829 shares of Common Stock and sole power to dispose or to direct the disposition of all 5,977,829 shares of Common Stock. |
(8) | Based solely on information in Schedule 13G, as of December 31, 2016, filed by Vanguard Group (Vanguard) with respect to Common Stock owned by Vanguard and certain other entities which Vanguard directly or indirectly controls or for which Vanguard is an investment advisor on a discretionary basis. Vanguard reports beneficial ownership of shares of itself, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary, and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary. These Vanguard entities have sole power to vote or to direct the vote of 44,557 shares of Common Stock, shared power to vote or direct the vote of 8,400 shares of Common Stock, sole power to dispose or to direct the disposition of 5,869,281 shares of Common Stock and shared power to dispose or to direct the disposition of 49,145 shares of Common Stock. |
(9) | Based solely on information in Schedule 13G, as of December 31, 2016, filed by Eaton Vance Management (Eaton) with respect to Common Stock owned by Eaton and certain other entities which Eaton directly or indirectly controls or for which Eaton is an investment advisor on a discretionary basis. These Eaton entities have sole power to vote or to direct the vote of all 4,432,586 shares of Common Stock and sole power to dispose or to direct the disposition of all 4,432,586 shares of Common Stock. |
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Name | Title | |
Andrew K. Silvernail | Chairman, President and Chief Executive Officer | |
Michael J. Yates(1) | Vice President, Interim Chief Financial Officer and Chief Accounting Officer | |
Heath A. Mitts(2) | Former Senior Vice President and Chief Financial Officer | |
Eric D. Ashleman | Senior Vice President and Chief Operating Officer | |
Denise R. Cade | Senior Vice President, General Counsel and Corporate Secretary | |
Daniel J. Salliotte | Senior Vice President, Mergers & Acquisitions and Treasury |
(1) | Mr. Yates served as our Interim Chief Financial Officer from September 9, 2016 to December 31, 2016. |
(2) | Mr. Mitts employment with the Company terminated on September 9, 2016. |
Principles of Our Compensation Programs
Pay-for-Performance | The key principle of our compensation philosophy is pay-for-performance. | |
Alignment with Stockholders Interests |
We reward performance that meets or exceeds the performance goals that the Compensation Committee establishes with the objective of increasing stockholder value. | |
Variation Based on Performance |
We favor variable pay opportunities that are based on performance over fixed pay. The total compensation received by our named executive officers varies based on corporate and individual performance measured against annual and long-term goals. |
Highlights of our Compensation Programs
WHAT WE DO
Ö | Pay-for-Performance: A significant portion of each named executive officers target annual compensation is tied to corporate and individual performance. |
Ö | Annual Say-on-Pay Vote: We conduct an annual say-on-pay advisory vote. At our 2016 Annual Meeting of Stockholders, more than 98% of the votes cast on the say-on-pay proposal were in favor of the fiscal year 2015 compensation of our named executive officers. |
Ö | Clawback Policy: Our Clawback Policy allows the Board of Directors to recoup any excess incentive compensation paid to our executive officers if the financial results on which the awards were based are materially restated due to fraud, intentional misconduct or gross negligence of the executive officer. |
Ö | Short-Term and Long-Term Incentives/Measures: Our annual and long-term plans provide a balance of incentives and include different measures of performance. |
Ö | Independent Compensation Consultant: The Compensation Committee engages an independent compensation consultant, who does not also provide services to management. |
Ö | Stock Ownership Guidelines: To further align the interests of management and our directors with our stockholders, we have significant stock ownership guidelines, which require our executive officers and directors to hold a multiple of their annual compensation in equity. |
Ö | Limited Perquisites and Related Tax Gross-Ups: We provide limited perquisites and tax gross-ups. |
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Ö | Mitigate Inappropriate Risk Taking: In addition to our clawback policy, stock ownership guidelines and prohibition of hedging and pledging, we structure our compensation programs so that they minimize inappropriate risk taking by our executive officers and other employees, including using multiple performance metrics and multi-year performance periods and capping our annual incentive awards and performance share awards. |
WHAT WE DONT DO
× | Gross-ups for Excise Taxes: Our executive severance agreements do not contain a gross-up for excise taxes that may be imposed as a result of severance or other payments deemed made in connection with a change in control. |
× | Reprice Stock Options: Our equity incentive plan prohibits the repricing of stock options and stock appreciation rights without prior stockholder approval. |
× | Fixed Term Employment Agreements: Employment of our executive officers (other than our CEO) is at will and may be terminated by either the Company or the employee at any time. |
× | Hedging and Pledging: Our insider trading policy prohibits all employees and directors from hedging their economic interest in the Company shares they hold. |
Fiscal Year 2016 Financial Highlights
Despite the challenging market conditions in 2016, orders and sales were up 6% and 5%, respectively, compared to the prior year, while gross margin of 44% was down 80 basis points. The following are 2016 financial highlights:
| Sales of $2.1 billion were up 5 percent compared to the prior year, down 1 percent organically. |
| Adjusted earnings per share (EPS) of $3.75 was 20 cents, or 6 percent, higher than the prior year.* |
| Free cash flow of $362 million was 125 percent of net income.* |
| Adjusted net income of $288 million increased 4 percent compared to the prior year.* |
| We increased the quarterly dividend by six percent in April 2016. |
| We divested four non-strategic businesses and deployed over $500 million on three acquisitions: |
○ | Akron Brass, a leader in engineered life-safety products for the safety and emergency response markets; |
○ | AWG Fittings, a European leader in the manufacturing of safety and emergency response equipment; and |
○ | SFC Koenig, a leader in the production of highly engineered expanders and check valves for critical applications across the transportation, hydraulic, aviation and medical markets. |
* | A reconciliation from GAAP to non-GAAP financial measures and other related information is included in Item 6 of the Companys Annual Report on Form 10-K for the fiscal year-ended December 31, 2016. In addition to the adjustments noted in the Form 10-K, additional adjustments are used to determine the short-term incentive payouts, including adjustments related to acquisitions and divestitures, actual capital expenditures and actual share count compared to the annual plan. |
25
These financial highlights and significant recent accomplishments are closely related to performance metrics under our executive compensation plans. For 2016, the executive compensation programs were designed to directly link compensation opportunities to the financial performance metrics that we believe are the best measures of success in our business: earnings per share (EPS), cash flow conversion, organic sales growth and relative total shareholder return (TSR).
The 2016 bonus payouts were 126% of target reflecting the higher than expected adjusted EPS and adjusted cash flow conversion, and lower than expected organic sales growth performance. Our TSR for the 2014-2016 period was 35%, which ranked as the 58th percentile versus the companies in the S&P Midcap 400 Industrials index and resulted in a 141% payout of performance stock units.
How Fiscal Year 2016 Named Executive Officer Compensation is Tied to Company Performance
The compensation opportunities of our executives are directly tied to the performance of the Company. Our pay-for-performance philosophy is demonstrated by the following elements of our executive compensation program for 2016:
Approximately 83% of our CEOs 2016 total targeted pay was performance-based, and an average of approximately 67% of our other named executives officers total targeted pay in 2016 was performance-based. The charts below show the allocation of 2016 targeted pay across base salary, the annual cash incentive award, and the long-term incentive award for our CEO and other named executive officers.
In 2016, our long-term incentives continued to represent the single largest component of our CEOs and other named executive officers targeted pay, representing approximately 66% and 45% of total targeted pay, respectively.
Our 2016 incentive awards are directly tied to the performance metrics that we believe are the best measures of our financial success and that will represent value created for our stockholders: EPS, cash flow conversion, organic sales growth, and TSR (measured on a relative basis).
Our performance metrics are largely focused on absolute performance goals. We balance these absolute goals with a relative performance goal that measures our long-term total shareholder return as compared to companies in the Russell Midcap Index. This structure reinforces a focus on our financial performance compared to a group of industrial companies.
The value of our 2016 long-term incentive awards is tied to our stock price performance, which links executive pay directly to the creation of value for our stockholders.
26
27
28
The Compensation Committee believes that multiple data sources provide for a clearer perspective of the market. As such, with the assistance of management and F.W. Cook, the Compensation Committee developed an aggregate composite of the market data to establish target compensation levels for the executives weighted as follows:
Position(s) | Survey Weighting | Peer Group Weighting | Rationale | |||
President and Chief Executive Officer; and Senior Vice President and Chief Financial Officer | 20% | 80% | Positions are required to be represented in all of the proxy peer group companies; closest representation of the corporate profile; balance of peer and survey data. | |||
Senior Vice President and Chief Operating Officer; and Senior Vice President, General Counsel and Corporate Secretary | 70% | 30% | Limited number of position matches in the proxy group; pool for talent would include the broader industry representation in the survey data. | |||
Senior Vice President, Mergers & Acquisitions and Treasury; and Vice President, Interim Chief Financial Officer and Chief Accounting Officer
|
100% | 0% |
No position matches in the proxy group; pool for talent would include the broader industry representation in the survey data.
|
Role of Say-on-Pay
The Company held an advisory vote on executive compensation (say-on-pay) at the Companys 2016 Annual Meeting of Stockholders. The say-on-pay advisory vote received support from over 98% of the shares voted at the 2016 Annual Meeting. The Compensation Committee believes this affirms stockholders support of the Companys approach to executive compensation. Accordingly, the Compensation Committee did not make any material changes to the underlying structure of our executive compensation program for fiscal year 2016. The Compensation Committee will continue to review and consider the outcome of the Companys say-on-pay votes when making future compensation decisions for the named executive officers.
29
30
2016 Key Compensation Elements
The material elements of 2016 compensation for the NEOs are outlined below:
Element | Type of Pay | Purpose | General Characteristics | |||
Base Salary | Fixed | Provides a fixed level of current cash compensation consonant with the executives primary duties and responsibilities and necessary to attract, retain and reward named executive officers. | Reviewed annually and adjusted as necessary to reflect market changes, salary budgets and individual performance. | |||
Short-Term Incentives Annual Bonus | Performance- Based |
Focuses named executive officers on annual performance by rewarding corporate and individual performance and achievement of pre-determined goals. | Variable cash payments. Annual awards based on performance against pre-determined individual and corporate performance goals. | |||
Long-Term Incentives Stock Options | Performance- Based |
Provides retention through vesting schedules, and aligns each named executive officers interests with long-term stockholder interests by linking a substantial portion of each executives compensation to increases in the price of the Companys Common Stock. | Variable compensation based on stock value. Options are granted with exercise prices not less than fair market value and vest ratably over four years. | |||
Long-Term Incentives Restricted Stock Awards | Provides retention through vesting schedules. | Restricted stock cliff vests in three years. | ||||
Long-Term Incentives Performance Stock Units | Ties long-term compensation to relative performance, further aligning the interests of named executive officers with stockholders. | Performance stock units vest based on relative total shareholder return compared to companies in the Russell Midcap Index over a cumulative three-year period. | ||||
Retirement/Other | Fixed/ Voluntary |
Provides overall wealth accumulation and retention. | Various market-based retirement and welfare benefits and perquisites. |
31
Base Salary
Base salaries are reviewed annually and may be adjusted to reflect market data, as well as individual responsibility, experience and performance. The table below highlights the change in 2016 base salary for each NEO, reflecting an annual merit increase for each NEO.
NEO | 2016 Base |
2015 Base Salary Rate |
Percentage Increase |
|||||||||
Andrew K. Silvernail | $954,800 | $ | 927,000 | 3% | ||||||||
Michael J. Yates | $365,000 | $ | 354,400 | 3% | ||||||||
Heath A. Mitts | $502,500 | $ | 487,900 | 3% | ||||||||
Eric D. Ashleman | $515,000 | $ | 500,000 | 3% | ||||||||
Denise R. Cade | $432,600 | $ | 420,000 | 3% | ||||||||
Daniel J. Salliotte | $324,500 | $ | 315,000 | 3% |
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For 2016, the relative weightings and the performance against the quantitative and strategic measure resulted in a recommended Business Performance Factor of 126%, as shown in the table below.
MICP Objective | Goal | Actual* | Payout | MICP Weighting |
Business Performance Factor |
|||||||||||||||
Adjusted EPS |
$3.55 | $ | 3.74 | 148% | 50% | 74% | ||||||||||||||
Adjusted Cash Flow Conversion | 115% | 119% | 120% | 20% | 24% | |||||||||||||||
Organic Sales Growth | -1.0% | -1.2% | 95% | 30% | 28% | |||||||||||||||
Total |
100% | 126% |
* | A reconciliation from GAAP to non-GAAP financial measures and other related information is included in Item 6 of the Companys Annual Report on Form 10-K for the fiscal year-ended December 31, 2016. In addition to the adjustments noted in the Form 10-K, additional adjustments are used to determine the short-term incentive payouts, including adjustments related to acquisitions and divestitures, actual capital expenditures and actual share count compared to the annual plan. |
The payments under the MICP to Messrs. Yates and Salliotte are included in the 2016 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column and summarized in the table below.
NEO | Base Salary Rate | Target Incentive | Business Performance Factor |
2016 Short- Term Incentive Award |
||||||||||
Michael J. Yates |
$365,000 | 55% | 126% | $ | 252,945 | |||||||||
Daniel J. Salliotte |
$324,500 | 65% | 126% | $ | 265,766 |
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35
36
37
2016 Summary Compensation Table
The table below and related footnotes summarize the total compensation earned or paid in 2016, 2015 and 2014 for the Companys CEO, CFO, and each of the three most highly compensated executive officers other than the CEO and CFO.
Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) |
Option Awards (2) |
Non-Equity Incentive Compensation Plan (3) |
Change in Qualified
|
All Other Compensation (5) |
Total | |||||||||||||||||||||||||||
Andrew K. Silvernail, Chairman, President and Chief Executive Officer |
2016 | $949,347 | $3,726,999 | $2,500,008 | $1,203,048 | $268,444 | $8,647,846 | |||||||||||||||||||||||||||||
2015 | 921,808 | 3,781,015 | 1,750,014 | 593,280 | 368,274 | 7,414,391 | ||||||||||||||||||||||||||||||
|
2014
|
|
|
895,385
|
|
|
3,614,094
|
|
|
1,584,274
|
|
|
1,350,000
|
|
|
340,046
|
|
|
7,783,799
|
| ||||||||||||||||
Michael J. Yates, Vice President, Interim Chief Financial Officer and Chief Accounting Officer (6) (7) |
2016 | $362,921 | $704,827 | $136,988 | $252,945 | $70,104 | $1,527,785 | |||||||||||||||||||||||||||||
Heath A. Mitts, Former Senior Vice President and Chief Financial Officer (8) |
2016 | $364,348 | $693,032 | $464,876 | $- | $78,212 | $1,600,468 | |||||||||||||||||||||||||||||
2015 | 485,169 | 832,011 | 385,050 | 234,192 | 123,611 | 2,060,033 | ||||||||||||||||||||||||||||||
|
2014
|
|
|
471,592
|
|
|
862,913
|
|
|
378,198
|
|
|
533,000
|
|
|
118,256
|
|
|
2,363,959
|
| ||||||||||||||||
Eric D. Ashleman, Senior Vice President, Chief Operating Officer |
2016 | $512,058 | $768,241 | $515,016 | $486,675 | $129,653 | $2,411,643 | |||||||||||||||||||||||||||||
2015 | 453,704 | 1,018,365 | 672,774 | 213,071 | 113,576 | 2,471,490 | ||||||||||||||||||||||||||||||
|
2014
|
|
|
404,138
|
|
|
735,379
|
|
|
322,245
|
|
|
430,500
|
|
|
90,191
|
|
|
1,982,454
|
| ||||||||||||||||
Denise R. Cade, Senior Vice President, General Counsel and Corporate Secretary (7) |
2016 | $430,128 | $228,000 (9) | $354,873 | $238,004 | $327,046 | $72,659 | $1,650,710 | ||||||||||||||||||||||||||||
Daniel J. Salliotte, Senior Vice President, Mergers & Acquisitions and Treasury (7) |
2016 | $322,637 | $549,025 | $200,008 | $265,766 | $3,604 | $66,589 | $1,407,629 | ||||||||||||||||||||||||||||
(1) | Reflects the aggregate grant date fair value of restricted stock awards and PSUs for the year indicated in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of those awards granted in 2016, see note 13 Share-Based Compensation of the financial statements in the Companys Annual Report on Form 10-K for the year ended December 31, 2016. For PSUs granted in 2016, the grant date fair value is based on the probable outcome of the related performance conditions which reflects the target level of performance. The grant date fair value of the PSUs granted in 2016 based on the maximum level of performance is as follows: Mr. Silvernail, $9,317,498; Mr. Yates, $511,195; Mr. Mitts, $1,732,581; Mr. Ashleman, $1,920,658; Ms. Cade, $887,237; and Mr. Salliotte, $746,514. Mr. Mitts forfeited his 2016 grant of PSUs upon his termination of employment with the Company. All shares of restricted stock are eligible for dividend equivalent payments when paid on the Companys Common Stock and, with respect to performance stock units, cumulative dividend equivalents are paid based on actual number of shares delivered at the end of the performance period. |
(2) | Reflects the aggregate grant date fair value for the year indicated in accordance with FASB ASC Topic 718. For a discussion of assumptions made in the valuation of stock options granted in 2016, see note 13 Share-Based Compensation of the financial statements in the Companys Annual Report on Form 10-K for the year ended December 31, 2016. |
(3) | Reflects Messrs. Silvernails and Ashlemans and Ms. Cades annual cash performance award under the Incentive Award Plan and the annual cash bonus under the MICP for Messrs. Mitts, Yates and Salliotte, in each case, earned in the year reported. |
(4) | Represents the aggregate increase/decrease in actuarial value under the Pension Plan (see the narrative to this table below for further details and the narrative to the Pension Benefits at 2016 Fiscal Year End table for descriptions of the Pension Plan). |
(5) | Consists of the following for 2016: |
38
Name
|
Contribution to Defined SERP Benefits
|
Automotive,
|
Aircraft (b)
|
Other
|
Total
|
|||||||||||||||
Andrew K. Silvernail |
$151,998 | $27,411 | $86,509 | $2,526 | $268,444 | |||||||||||||||
Michael J. Yates |
49,817 | 19,990 | - | 297 | 70,104 | |||||||||||||||
Heath A. Mitts |
60,753 | 16,752 | - | 707 | 78,212 | |||||||||||||||
Eric D. Ashleman |
74,326 | 21,689 | - | 33,638 | 129,653 | |||||||||||||||
Denise R. Cade |
50,299 | 22,360 | - | - | 72,659 | |||||||||||||||
Daniel J. Salliotte
|
|
47,613
|
|
|
18,714
|
|
|
-
|
|
|
262
|
|
|
66,589
|
|
(a) | Consists of auto allowance and gas and supplemental disability premiums. |
(b) | The Companys methodology for calculating the value of the personal use of the Company aircraft is to calculate the incremental costs of such usage to the Company, which includes fuel, landing fees, hangar fees, catering, additional expenses related to the crew and other expenses, which would not have otherwise been incurred by the Company if the aircraft had not been used for personal travel. |
(c) | Represents one-time reimbursement for taxes withheld in connection with FICA on SERP contributions for Messrs. Silvernail, Yates, Ashleman and Salliotte, one-time reimbursement for taxes withheld in connection with automotive allowance and supplemental disability for Mr. Mitts, and relocation expenses for Mr. Ashleman of $32,603. |
(6) | Mr. Yates served as our Interim Chief Financial Officer from September 9, 2016 to December 31, 2016. |
(7) | None of Messrs. Yates or Salliotte or Ms. Cade were named executive officers in 2015 or 2014. |
(8) | Mr. Mitts employment with the Company terminated on September 9, 2016. |
(9) | Represents the signing bonus paid to Ms. Cade in March 2016 pursuant to the terms of her employment offer letter. |
39
40
41
2016 Grants of Plan-Based Awards
The following table provides information on plan-based awards for all NEOs for 2016.
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards (1) |
Estimated Future Payouts Under Equity Incentive Plan Awards (2) |
All Other Stock Awards: Number of Shares of Stock (3) |
All Other |
Exercise or |
Grant Date |
|||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | |||||||||||||||||||||||||||||||||
Andrew K. Silvernail |
02/19/2016 | $0 | $954,800 | N/A | 11,150 | 33,450 | 83,625 | - | 135,870 | 74.74 | $6,227,007 | |||||||||||||||||||||||||||||
Michael J. Yates |
02/19/2016 | 0 | 200,750 | 401,500 | 612 | 1,835 | 4,588 | - | 7,445 | 74.74 | $341,444 | |||||||||||||||||||||||||||||
08/31/2016 | 5,355 | - | - | $500,371 | ||||||||||||||||||||||||||||||||||||
Heath A. Mitts |
02/19/2016 | 0 | 376,875 | 753,750 | 2,073 | 6,220 | 15,550 | - | 25,265 | 74.74 | $1,157,908 | |||||||||||||||||||||||||||||
Eric D. Ashleman |
02/19/2016 | 0 | 386,250 | N/A | 2,298 | 6,895 | 17,238 | - | 27,990 | 74.74 | $1,283,257 | |||||||||||||||||||||||||||||
Denise R. Cade |
02/19/2016 | 0 | 259,560 | N/A | 1,062 | 3,185 | 7,963 | - | 12,935 | 74.74 | $592,877 | |||||||||||||||||||||||||||||
Daniel J. Salliotte |
02/19/2016 | 0 | 210,925 | 421,850 | 893 | 2,680 | 6,700 | - | 10,870 | 74.74 | $498,614 | |||||||||||||||||||||||||||||
08/31/2016 | 2,680 | - | - | $250,419 |
(1) | For Messrs. Silvernail and Ashleman and Ms. Cade, target amount reflects payment level under the Incentive Award Plan at 100%, 75% and 60% respectively, of base salary. The Incentive Award Plan has no individual maximum payment amount; however the Compensation Committee limits payout to 200% of target. See Short-Term Incentives Annual Bonus under COMPENSATION DISCUSSION AND ANALYSIS. For Messrs. Yates, Mitts and Salliotte, the amounts reflect payment levels under the MICP based upon 2016 salary levels, applicable individual target bonus, and a Business Performance Factor of 0% for threshold, 100% for target and 200% for maximum. The amounts actually earned by the NEOs are reflected in the Non-Equity Incentive Plan Compensation column in the 2016 Summary Compensation Table. |
(2) | Reflects the range of the number of shares of Common Stock that could be issued pertaining to the performance stock units awarded in 2016 under the Incentive Award Plan. The target number of performance stock units is used to determine the grant date fair value for this award. |
(3) | Reflects the number of shares of restricted stock awarded in 2016 under the Incentive Award Plan. |
(4) | Reflects closing price of the Companys Common Stock on the grant date, which is the fair market value of the stock under the terms of the Incentive Award Plan. |
(5) | Represents the grant date fair value of restricted stock awards, PSUs and stock options granted to each NEO in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of those awards, see note 13 Share-Based Compensation of the financial statements in the Companys Annual Report on Form 10-K for the year ended December 31, 2016. For PSUs, the grant date fair value is based on the probable outcome of the related performance conditions which reflects the target level of performance. The grant date fair value of the PSUs granted in 2016 based on the maximum level of performance is as follows: Mr. Silvernail, $9,317,498; Mr. Yates, $511,195; Mr. Mitts, $1,732,581; Mr. Ashleman, $1,920,658; Ms. Cade, $887,237; and Mr. Salliotte, $746,514. All shares of restricted stock are eligible for dividend equivalent payments when paid on the Companys Common Stock and, with respect to PSUs, cumulative dividend equivalents are paid based on actual number of shares delivered at the end of the performance period. |
Narrative to 2016 Grants of Plan-Based Awards Table
Stock options awarded to the NEOs in 2016 had the following characteristics:
| all are nonqualified stock options; |
| all have an exercise price equal to the closing price of the Companys Common Stock on the grant date; |
| all vest annually in equal amounts over a four-year period based on the NEOs continued service; |
42
| all vest upon retirement if retirement eligible (NEO is at least age 50, with a minimum of five years of service, and the NEOs age plus years of service equals 70); and |
| all expire 10 years after the date of grant. |
Performance stock units awarded to the NEOs in 2016 had the following characteristics:
| all have a three-year performance period with vesting based on relative total shareholder return; |
| all shares vest upon retirement if the NEO is retirement eligible (NEO is at least age 50, with a minimum of five years of service, and the NEOs age plus years of service equals 70); but are paid out only based on actual achievement of the Company against the relative TSR goal determined as if the last day of the year in which the individual retires is the last day of the performance period; and |
| cumulative dividend equivalents are paid based on actual number of shares delivered at the end of the performance period. |
Restricted stock awards granted to Messrs.Yates and Salliotte in 2016 had the following characteristics:
| all awards cliff-vest three years after the grant date based on the NEOs continued service; |
| all shares vest upon retirement if the NEO is retirement eligible (NEO is at least age 50, with a minimum of five years of service, and the NEOs age plus years of service equals 70); |
| all shares receive dividend equivalent payments in the same amount as dividends paid on the Companys Common Stock at the time such dividends are paid; and |
| for Mr. Yates restricted stock grant, shares will vest if he is terminated by the Company without cause. |
43
Outstanding Equity Awards at 2016 Fiscal Year End
The following table provides information on all performance stock unit, restricted stock and stock option awards held by the NEOs as of December 31, 2016.
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options |
Option ($) |
Option Expiration Date |
Number of Shares of Stock that Have Not Vested (2) |
Market Value of Shares of Stock that Have Not Vested (3) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4) |
Equity Incentive |
||||||||||||||||||||||||||
Name
|
Exercisable (1)
|
Unexercisable (1)
|
||||||||||||||||||||||||||||||
Andrew K. Silvernail |
71,520 | - | 42.86 | 02/21/2022 | 18,885 | $1,700,783 | 99,077 | $8,922,875 | ||||||||||||||||||||||||
54,393 | 18,132 | 50.45 | 02/15/2023 | |||||||||||||||||||||||||||||
40,560 | 40,560 | 72.73 | 02/13/2024 | |||||||||||||||||||||||||||||
21,446 | 64,339 | 78.43 | 02/20/2025 | |||||||||||||||||||||||||||||
- | 135,870 | 74.74 | 02/19/2026 | |||||||||||||||||||||||||||||
Michael J. Yates |
8,947 | - | 31.77 | 03/02/2020 | 6,400 | 576,384 | 5,358 | 482,541 | ||||||||||||||||||||||||
10,533 | - | 31.77 | 03/02/2020 | |||||||||||||||||||||||||||||
12,740 | - | 40.89 | 02/22/2021 | |||||||||||||||||||||||||||||
21,230 | - | 40.89 | 02/22/2021 | |||||||||||||||||||||||||||||
13,410 | - | 42.86 | 02/21/2022 | |||||||||||||||||||||||||||||
4,665 | 1,555 | 50.45 | 02/15/2023 | |||||||||||||||||||||||||||||
2,317 | 2,318 | 72.73 | 02/13/2024 | |||||||||||||||||||||||||||||
1,141 | 3,424 | 78.43 | 02/20/2025 | |||||||||||||||||||||||||||||
- | 7,445 | 74.74 | 02/19/2026 | |||||||||||||||||||||||||||||
Eric D. Ashleman |
5,058 | 1,687 | 50.45 | 02/15/2023 | 13,318 | 1,199,419 | 18,754 | 1,688,986 | ||||||||||||||||||||||||
8,250 | 8,250 | 72.73 | 02/13/2024 | |||||||||||||||||||||||||||||
3,646 | 10,939 | 78.43 | 02/20/2025 | |||||||||||||||||||||||||||||
- | 17,700 | 77.61 | 07/15/2025 | |||||||||||||||||||||||||||||
- | 27,990 | 74.74 | 02/19/2026 | |||||||||||||||||||||||||||||
Denise R. Cade |
2,091 | 6,274 | 76.79 | 10/26/2025 | 2,120 | 190,927 | 5,033 | 453,272 | ||||||||||||||||||||||||
- | 12,935 | 74.74 | 02/19/2026 | |||||||||||||||||||||||||||||
Daniel J. Salliotte |
4,240 | - | 40.89 | 02/22/2021 | 3,700 | 333,222 | 6,642 | 598,178 | ||||||||||||||||||||||||
11,410 | - | 42.86 | 02/21/2022 | |||||||||||||||||||||||||||||
5,343 | 1,782 | 50.45 | 02/15/2023 | |||||||||||||||||||||||||||||
2,245 | 2,245 | 72.73 | 02/13/2024 | |||||||||||||||||||||||||||||
1,116 | 3,349 | 78.43 | 02/20/2025 | |||||||||||||||||||||||||||||
- | 10,870 | 74.74 | 02/19/2026 |
(1) | All options expire on the 10th anniversary of the grant date. Except as provided in the following sentence, all options vest 25% per year on the anniversary of the grant date. Mr. Ashlemans July 15, 2015 grant will vest 50% on July 15, 2018 and 50% on July 15, 2019. Except with respect to Mr. Silvernails stock option grants (as discussed in Potential Payments upon Termination or Change in Control), all stock options granted prior to 2015 will vest 100% upon a change in control. Stock options granted in 2015 and 2016 vest 100% upon a qualifying termination of employment following a change in control. |
(2) | The following table sets forth grant and vesting information for the outstanding restricted stock awards for all NEOs. Except with respect to Mr. Silvernails restricted stock grants (as discussed in Potential Payments upon Termination or Change in Control), all shares granted prior to 2015 vest 100% upon a change in control of the Company. Shares granted in 2015 and 2016 vest 100% upon a qualifying termination of employment following a change in control. |
44
|
Grant Date | # Shares | Market Value Per Share at Grant ($) |
Number of
|
Market Value of Shares of Stock that Have Not Vested ($) |
Vesting | ||||||||||||||||
Andrew K. Silvernail |
02/13/2014 | 9,320 | 72.73 | 9,320 | 839,359 | 100% vest on 02/13/2017 | ||||||||||||||||
|
02/20/2015
|
|
|
9,565
|
|
|
78.43
|
|
|
9,565
|
|
|
861,424
|
|
100% vest on 02/20/2018
| |||||||
Michael J. Yates |
02/13/2014 | 535 | 72.73 | 535 | 48,182 | 100% vest on 02/13/2017 | ||||||||||||||||
02/20/2015 | 510 | 78.43 | 510 | 45,931 | 100% vest on 02/20/2018 | |||||||||||||||||
|
08/31/2016
|
|
|
5,355
|
|
|
93.44
|
|
|
5,355
|
|
|
482,271
|
|
100% vest on 08/31/2019
| |||||||
Eric D. Ashleman |
02/15/2013 | 9,915 | 50.45 | 4,958 | 446,517 | 100% vest on 02/15/2017 | ||||||||||||||||
02/13/2014 | 1,895 | 72.73 | 1,895 | 170,664 | 100% vest on 02/13/2017 | |||||||||||||||||
02/20/2015 | 1,630 | 78.43 | 1,630 | 146,798 | 100% vest on 02/20/2018 | |||||||||||||||||
|
07/15/2015
|
|
|
4,835
|
|
|
77.61
|
|
|
4,835
|
|
|
435,440
|
|
100% vest on 07/15/2018
| |||||||
Denise R. Cade
|
|
10/26/2015
|
|
|
2,120
|
|
|
76.79
|
|
|
2,120
|
|
|
190,927
|
|
100% vest on 10/26/2018
| ||||||
Daniel J. Salliotte |
02/13/2014 | 520 | 72.73 | 520 | 46,831 | 100% vest on 02/13/2017 | ||||||||||||||||
02/20/2015 | 500 | 78.43 | 500 | 45,030 | 100% vest on 02/20/2018 | |||||||||||||||||
|
08/31/2016
|
|
|
2,680
|
|
|
93.44
|
|
|
2,680
|
|
|
241,361
|
|
100% vest on 08/31/2019
|
(3) | Determined based upon the closing price of the Companys Common Stock on December 31, 2016 of $90.06. |
(4) | Represents the number and value of outstanding PSU grants based on performance as of December 31, 2016 as set forth in the following table. Actual number of shares delivered upon vesting will be based on performance through December 31, 2017 for the 2015 PSU grant and performance through December 31, 2018 for the 2016 PSU grant. |
|
Grant Date | Number of PSUs |
Market or
|
Vesting | ||||||||||
Andrew K. Silvernail |
02/20/2015 | 31,880 | 4,163,114 | Award vests on 12/31/2017 | ||||||||||
|
02/19/2016
|
|
|
33,450
|
|
|
4,759,761
|
|
Award vests on 12/31/2018
| |||||
Michael J. Yates |
02/20/2015 | 1,695 | 221,367 | Award vests on 12/31/2017 | ||||||||||
|
02/19/2016
|
|
|
1,835
|
|
|
261,174
|
|
Award vests on 12/31/2018
| |||||
Eric D. Ashleman |
02/20/2015 | 5,420 | 707,782 | Award vests on 12/31/2017 | ||||||||||
|
02/19/2016
|
|
|
6,895
|
|
|
981,204
|
|
Award vests on 12/31/2018
| |||||
Denise R. Cade
|
|
02/19/2016
|
|
|
3,185
|
|
|
453,272
|
|
Award vests on 12/31/2018
| ||||
Daniel J. Salliotte |
02/20/2015 | 1,660 | 216,774 | Award vests on 12/31/2017 | ||||||||||
|
02/19/2016
|
|
|
2,680
|
|
|
381,404
|
|
Award vests on 12/31/2018
|
45
2016 Option Exercises and Stock Vested
The following table provides information on stock option exercises and stock vesting for all NEOs in 2016.
Option Awards | Stock Awards | |||||||||||||||
Name
|
Number of Shares
|
Value Realized
|
Number of Shares
|
Value Realized
|
||||||||||||
Andrew K. Silvernail |
- | $- | 62,293 | $5,271,466 | ||||||||||||
Michael J. Yates |
8,000 | 508,771 | 4,093 | 339,519 | ||||||||||||
Heath A. Mitts |
98,816 | 4,026,666 | 4,560 | 327,226 | ||||||||||||
Eric D. Ashleman |
15,650 | 638,583 | 15,594 | 1,282,115 | ||||||||||||
Denise R. Cade |
- | - | - | - | ||||||||||||
Daniel J. Salliotte |
4,000 | 165,594 | 4,246 | 349,089 |
(1) | Calculated based on the difference between the closing price of the Companys Common Stock on the date of exercise and the exercise price. |
(2) | Calculated based on the closing price of the Companys Common Stock on the vesting date or, if the vesting occurred on a day the NYSE was closed for trading, the previous trading day. For shares vesting on February 15, 2016 with a Friday, February 12, 2016 closing price of $71.76, Mr. Silvernail had 18,505 shares vest, Mr. Yates had 1,590 shares vest, Mr. Mitts had 4,560 shares vest, Mr. Ashleman had 6,682 shares vest and Mr. Salliotte had 1,820 shares vest. For 2014 performance stock units vesting on December 31, 2016 after the end of the three-year performance period with a closing price of $90.06 and a multiplier of 141% due to IDEXs 3-year relative TSR performance at the 58th percentile as compared to companies in the S&P Midcap 400 Industrials Index, Mr. Silvernail had 43,788 shares vest, Mr. Yates had 2,503 shares vest, Mr. Ashleman had 8,912 shares vest and Mr. Salliotte had 2,426 shares vest. |
Pension Benefits at 2016 Fiscal Year End
The following table provides information related to the potential pension benefits payable to each NEO determined as described in the footnotes below.
Name | Plan Name | Number of Years Credited Service (1) |
Present Value of Accumulated Benefits (2) |
|||||||||
Andrew K. Silvernail |
Pension Plan | N/A | N/A | |||||||||
Michael J. Yates |
Pension Plan | N/A | N/A | |||||||||
Heath A. Mitts |
Pension Plan | N/A | N/A | |||||||||
Eric D. Ashleman |
Pension Plan | N/A | N/A | |||||||||
Denise R. Cade |
Pension Plan | N/A | N/A | |||||||||
Daniel J. Salliotte |
Pension Plan | 1.17 | $ | 37,566 |
(1) | Credited service is determined under the Pension Plan as of December 31, 2016. |
(2) | The present value of accumulated benefits as of December 31, 2016 is determined using an assumed retirement age of 65 and an assumed 100% lump-sum payment. For valuing lump sums, interest and mortality assumptions are as required by the Pension Protection Act of 2009 (PPA) for funding valuations. |
46
The interest and mortality assumptions are the PPA-required three-segment interest rates (for December 31, 2016, interest rates of 1.79% for payments in the first five years, 3.80% for payments in the 6th through 20th years, and 4.71% for payments beyond 20 years), and combined mortality as required by the PPA. The discount rate used for determining present value was 3.92%. |
Narrative to Pension Benefits at 2016 Fiscal Year End Table
Nonqualified Deferred Compensation at 2016 Fiscal Year End
The Supplemental Executive Retirement and Deferred Compensation Plan (SERP) is an unfunded, nonqualified plan designed to provide supplemental executive retirement benefits. The following table provides information related to the benefits payable to each NEO under the defined contribution portion of the SERP, which is the Companys only defined contribution nonqualified deferred compensation plan:
Name | Executive Contributions in Last Fiscal Year (1) |
Registrant Contributions in Last Fiscal Year (2) |
Aggregate Earnings in Last Fiscal Year |
Aggregate Withdrawals / Distributions |
Aggregate Balance at Last Fiscal Year End (3) |
|||||||||||||||
Andrew K. Silvernail |
$- | $134,663 | $109,152 | $3,165 | $1,166,760 | |||||||||||||||
Michael J. Yates |
- | 30,280 | 8,311 | 712 | 294,795 | |||||||||||||||
Heath A. Mitts |
- | 41,922 | 14,344 | - | 501,816 | |||||||||||||||
Eric D. Ashleman |
- | 55,214 | 26,465 | 1,298 | 355,381 | |||||||||||||||
Denise R. Cade |
- | 37,087 | 1,316 | - | 36,202 | |||||||||||||||
Daniel J. Salliotte |
- | 26,711 | 21,072 | 628 | 308,835 |
(1) | None of the NEOs contributed to the SERP in 2016. |
(2) | Amounts are reflected in All Other Compensation column of the Summary Compensation Table. |
(3) | The following amounts have been previously reported as All Other Compensation in the Summary Compensation Table for prior years: Mr. Silvernail $795,949; Mr. Mitts $337,886; and Mr. Ashleman $119,629. |
47
Narrative to Nonqualified Deferred Compensation at 2016 Fiscal Year End Table
48
49
50
51
Change in Control and Termination Payments and Benefits for Andrew K. Silvernail
Incremental Benefits Due to Termination Event |
Involuntary Not for Cause Termination |
Disability or Death | Change in Control | Involuntary Not for Cause Termination or Voluntary Good Reason
|
||||||||||||
Cash Severance (incl. Incentives) |
$ | 3,819,200 | $ | - | $ | - | $ | 5,728,800 | ||||||||
Unvested Restricted Stock |
1,700,783 | 1,700,783 | - | 1,700,783 | ||||||||||||
Unvested Options |
4,250,904 | 4,250,904 | - | 4,250,904 | ||||||||||||
Unvested Performance Shares |
9,114,940 | 9,114,940 | - | 9,114,940 | ||||||||||||
SERP |
1,166,760 | 1,166,760 | 1,166,760 | 1,166,760 | ||||||||||||
Health and Welfare Benefits |
40,098 | - | - | 60,147 | ||||||||||||
Tax Cut Back |
- | - | - | (3,825,244 | ) | |||||||||||
Total |
$ | 20,092,685 | $ | 16,233,387 | $ | 1,166,760 | $ | 18,197,090 |
Change in Control and Termination Payments and Benefits for Michael J. Yates
Incremental Benefits Due to Termination Event |
Involuntary Not for Cause Termination |
Disability or Death | Change in Control | Involuntary Not for Cause Termination or Voluntary Good Reason
|
||||||||||||
Cash Severance (incl. Incentives) |
$ | 565,750 | $ | - | $ | - | $ | 1,131,500 | ||||||||
Unvested Restricted Stock |
482,271 | 576,384 | 48,182 | 576,384 | ||||||||||||
Unvested Options |
- | 255,643 | 101,764 | 255,643 | ||||||||||||
Unvested Performance Shares |
- | 492,876 | - | 492,876 | ||||||||||||
SERP |
294,795 | 294,795 | 294,795 | 294,795 | ||||||||||||
Total |
$ | 1,342,816 | $ | 1,619,698 | $ | 444,741 | $ | 2,751,198 |
Change in Control and Termination Payments and Benefits for Eric D. Ashleman
Incremental Benefits Due to Termination Event |
Involuntary Not for Cause Termination |
Disability or Death | Change in Control | Involuntary Not for Cause Termination or Voluntary Good Reason
|
||||||||||||
Cash Severance (incl. Incentives) |
$ | 901,250 | $ | - | $ | - | $ | 1,802,500 | ||||||||
Unvested Restricted Stock |
- | 1,199,419 | 617,181 | 1,199,419 | ||||||||||||
Unvested Options |
- | 986,187 | 209,795 | 986,187 | ||||||||||||
Unvested Performance Shares |
- | 1,724,236 | - | 1,724,236 | ||||||||||||
SERP |
355,381 | 355,381 | 355,381 | 355,381 | ||||||||||||
Total |
$ | 1,256,631 | $ | 4,265,223 | $ | 1,182,357 | $ | 6,067,723 |
52
Change in Control and Termination Payments and Benefits for Denise R. Cade
Incremental Benefits Due to Termination Event |
Involuntary Not for Cause Termination |
Disability or Death | Change in Control | Involuntary Not for Cause Termination or Voluntary Good Reason
|
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Cash Severance (incl. Incentives) |
$ | 692,160 | $ | - | $ | - | $ | 1,384,320 | ||||||||
Unvested Restricted Stock |
- | 190,927 | - | 190,927 | ||||||||||||
Unvested Options |
- | 281,420 | - | 281,420 | ||||||||||||
Unvested Performance Shares |
- | 460,117 | - | 460,117 | ||||||||||||
SERP |
- | 36,202 | 36,202 | 36,202 | ||||||||||||
Total |
$ | 692,160 | $ | 968,666 | $ | 36,202 | $ | 2,352,986 |
Change in Control and Termination Payments and Benefits for Daniel J. Salliotte
Incremental Benefits Due to Termination Event |
Involuntary Not for Cause Termination |
Disability or Death | Change in Control | Involuntary Not for Cause Termination or Voluntary Good Reason
|
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Cash Severance (incl. Incentives) |
$ | 535,425 | $ | - | $ | - | $ | 1,070,850 | ||||||||
Unvested Restricted Stock |
- | 333,222 | 46,831 | 333,222 | ||||||||||||
Unvested Options |
- | 314,968 | 109,491 | 314,968 | ||||||||||||
Unvested Performance Shares |
- | 610,196 | - | 610,196 | ||||||||||||
SERP |
308,835 | 308,835 | 308,835 | 308,835 | ||||||||||||
Total |
$ | 844,260 | $ | 1,567,221 | $ | 465,157 | $ | 2,638,071 |
Events After End of Fiscal Year
On December 30, 2016, the Company appointed William K. Grogan to serve as the Companys Senior Vice President and Chief Financial Officer, effective January 1, 2017. The Company entered into an offer letter with Mr. Grogan on December 30, 2016 in connection with his promotion to Chief Financial Officer, as described in the Companys Current Report on Form 8-K filed on January 4, 2017. Mr. Grogan succeeded Mr. Yates, who had been serving as the Companys interim Chief Financial Officer and Vice President and Chief Accounting Officer through December 31, 2016. Mr. Yates has continued in his role as Vice President and Chief Accounting Officer.
53
Our Board of Directors recommends that you vote FOR the approval of the Companys executive compensation
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PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION
We are soliciting a non-binding advisory vote (say-on-pay) on the compensation of the Companys NEOs, as described in the Compensation Discussion and Analysis section, the compensation tables, and the accompanying narrative disclosure set forth in this Proxy Statement, as required under Section 14A of the Securities Exchange Act of 1934, as amended.
The Company maintains a balanced approach to executive compensation with a mix of both cash and non-cash awards and short and long-term incentives, with total direct compensation targeted within a range that includes market median for comparable positions at comparable companies. Where an individual executives target compensation is positioned within the competitive range is based on the individual factors listed in the Compensation Discussion and Analysis. Actual compensation in any given year should and does vary from target based on Company and individual performance. In this way, the Company motivates and rewards both vital short-term performance and long-term value creation. The Board of Directors strongly endorses the Companys executive compensation program and recommends that the stockholders vote in favor of the following resolution:
RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to the Companys named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion contained in this Proxy Statement.
Because the vote is advisory, it will not be binding on the Company. However, the Compensation Committee will consider the outcome of the vote in determining future compensation policies and decisions.
54
Our Board of Directors recommends that you vote FOR the approval to conduct an advisory vote on executive compensation every year
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PROPOSAL 3 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES ON
EXECUTIVE COMPENSATION
As required under Section 14A of the Securities Exchange Act of 1934, as amended, we are also soliciting a non-binding advisory vote on whether the say-on-pay vote should occur every one, two or three years. You have the option to vote for any one of the three options, or to abstain on the matter.
The Company implemented annual say-on-pay voting following the preference expressed by stockholders in 2011, and the Board has determined that annual say-on-pay voting continues to be the best approach for the Company. Annual say-on-pay voting provides the Company with direct and timely stockholder input regarding our executive compensation practices, which are disclosed annually. Notwithstanding the Boards recommendation, the Board may in the future determine that less frequent say-on-pay voting is more appropriate for the Company based on the relevant considerations at the time.
Stockholders are being asked to vote on the following resolution:
RESOLVED, that the stockholders of the Company approve, on an advisory basis, that the frequency with which the stockholders of the Company shall have an advisory vote on the compensation of the Companys named executive officers as disclosed in the Companys Proxy Statement is:
| Choice 1 every year; |
| Choice 2 every two years; |
| Choice 3 every three years; or |
| Choice 4 abstain from voting. |
This advisory vote on the frequency of the say-on-pay vote is not binding on the Company. However, the Board of Directors will take into account the result of the vote when determining the frequency of future say-on-pay votes.
Stockholders are not voting to approve or disapprove the Board of Directors recommendation. Stockholders may choose among the four choices included in the resolution set forth above.
55
For the year ended December 31, 2016, the Audit Committee has reviewed and discussed the audited financial statements with management and the Companys independent registered public accounting firm, Deloitte & Touche LLP. The Committee discussed with Deloitte & Touche LLP the matters required to be discussed by the Auditing Standard No. 16, as adopted by the Public Company Accounting Oversight Board in PCAOB Release No. 2012-004 and approved by the SEC in Release No. 34-68453, and reviewed the results of the independent registered public accounting firms examination of the financial statements.
The Committee also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLPs communications with the Audit Committee concerning independence, discussed with the auditors their independence, and satisfied itself as to the auditors independence.
Based on the above reviews and discussions, the Audit Committee recommends to the Board of Directors that the financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2016, for filing with the SEC.
Notwithstanding anything to the contrary set forth in any of the Companys previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings made by the Company under those statutes, in whole or in part, this report shall not be deemed to be incorporated by reference into any such filings, nor will this report be incorporated by reference into any future filings made by the Company under those statutes.
Ernest J. Mrozek, Chairman
Mark A. Buthman
William M. Cook
Gregory F. Milzcik
56
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees billed to the Company for each of the last two fiscal years for professional services rendered by the Companys principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the Deloitte Entities), are set forth in the table below. All such fees were pre-approved by the Audit Committee in accordance with the pre-approval policy discussed below.
2016 | 2015 | |||||||
Audit fees(1) |
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$3,131,000 |
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$2,953,000 | ||||
Audit-related fees(2) |
- | - | ||||||
Tax fees(3) |
1,068,000 | 775,000 | ||||||
All other fees(4) |
- | - | ||||||
Total |
$4,199,000 | $3,728,000 |
(1) | Audit fees represent the aggregate fees billed for the audit of the Companys financial statements, review of the financial statements included in the Companys quarterly reports, and services in connection with statutory and regulatory filings or engagements. |
(2) | Audit-related fees represent the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Companys financial statements and are not reported under audit fees. |
(3) | Tax fees represent the aggregate fees billed for professional services for tax compliance, tax advice and tax planning. |
(4) | All other fees represent the aggregate fees billed for products and services that are not included in the audit fees, audit-related fees, and tax fees. The Audit Committee has determined that the provision of these services is not incompatible with maintaining the Deloitte Entities independence. |
Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy that requires the pre-approval of audit and non-audit services rendered by the Deloitte Entities. For audit services, the accounting firm provides the Audit Committee with an audit services plan during the second quarter of each fiscal year outlining the scope of the audit services proposed to be performed for the fiscal year and the associated fees. This audit services plan must be formally accepted by the Audit Committee.
For non-audit services, management submits to the Audit Committee for approval during the second quarter of each fiscal year and from time-to-time during the fiscal year a list of non-audit services that it recommends the Audit Committee engage the accounting firm to provide for the current year, along with the associated fees. Company management and the accounting firm each confirm to the Audit Committee that any non-audit service on the list is permissible under all applicable legal requirements.
The Audit Committee approves both the list of permissible non-audit services and the budget for such services. The Audit Committee delegates to its Chairman the authority to amend or modify the list of approved permissible non-audit services and fees. The Chairman reports any such actions taken to the Audit Committee at a subsequent Committee meeting.
57
Our Board of Directors recommends that you vote FOR the ratification of the appointment of Deloitte & Touche LLP
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PROPOSAL 4 APPROVAL OF AUDITORS
The Audit Committee has appointed Deloitte & Touche LLP as the Companys independent registered public accounting firm for 2017. Representatives of Deloitte & Touche LLP will attend the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.
Although the rules of the U.S. Securities and Exchange Commission and the corporate governance listing standards of the New York Stock Exchange require that the Audit Committee be directly responsible for selecting and retaining the independent registered public accounting firm, we are providing shareholders with the opportunity to express their views on this issue. While this vote cannot be binding, if the shareholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee will take the vote into account in making future appointments.
58
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Companys officers, directors and persons who own more than 10% of the Companys Common Stock to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of the forms it received, or written representations from reporting persons, the Company believes that all filing requirements applicable to its officers, directors and greater than 10% stockholders were met during the year ended December 31, 2016.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
FOR 2018 ANNUAL MEETING
A stockholder desiring to submit a proposal for inclusion in the Companys Proxy Statement for the 2018 Annual Meeting must deliver the proposal so that it is received by the Company no later than November 16, 2017. The Company requests that all such proposals be addressed to Denise R. Cade, Senior Vice President, General Counsel and Corporate Secretary, IDEX Corporation, 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045, and mailed by certified mail, return receipt requested.
In addition, the Companys Bylaws require that any stockholder desiring to nominate a director for election or propose other business for consideration at the 2018 Annual Meeting must provide written notice. Such notice must contain the information required by the Bylaws and must be received by the Corporate Secretary not less than 90 nor more than 120 days before the first anniversary of the preceding years annual meeting of stockholders. To be timely for the 2018 Annual Meeting, any such notice must be received by the Corporate Secretary, at the address above, on any date beginning on December 27, 2017 and ending on January 26, 2018.
The Board of Directors does not know of any business to be brought before the Annual Meeting other than the matters described in the Notice of Annual Meeting. However, if any other matters are properly presented for action, it is the intention of each person named in the accompanying proxy to vote said proxy in accordance with his judgment on those matters.
By Order of the Board of Directors,
DENISE R. CADE
Senior Vice President, General Counsel
and Corporate Secretary
March 17, 2017
Lake Forest, Illinois
A copy of the Companys Annual Report on Form 10-K for the year ended December 31, 2016, including the financial statement schedules, as filed with the Securities and Exchange Commission, may be obtained by stockholders without charge by sending a written request to Chief Financial Officer, IDEX Corporation, 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045.
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IDEX CORPORATION 1925 W. FIELD CT, SUITE 200 LAKE FOREST, IL 60045 |
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. |
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VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. |
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VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E21290-P85113 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 4 AND ONE YEAR ON PROPOSAL 3. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION. | ||||||||||||||||||||||||||
For All |
Withhold All |
For All Except |
To withhold authority to vote for any individual nominee(s), mark For All Except and write the name(s) of the nominee(s) on the line below.
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1. |
To elect two directors each for a term of three years |
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Nominees: | ☐ | ☐ | ☐ | |||||||||||||||||||||||
01) | ANDREW K. SILVERNAIL | |||||||||||||||||||||||||
02) | KATRINA L. HELMKAMP |
Vote on Proposals | For | Against | Abstain | |||||||||||
2. | Advisory vote to approve named executive officer compensation. | ☐ | ☐ | ☐ | ||||||||||
1 Year | 2 Years | 3 Years | Abstain | |||||||||||
3. | Advisory vote to approve the frequency (whether annual, biennial or triennial) with which stockholders of IDEX shall be entitled to have an advisory vote to approve named executive officer compensation. | ☐ | ☐ | ☐ | ☐ | |||||||||
For | Against | Abstain | ||||||||||||
4. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered accounting firm for 2017. | ☐ | ☐ | ☐ |
For address changes and/or comments, please check this box and write them on the back where indicated. | ☐ | |||||||||||
Yes | No | |||||||||||
Please indicate if you plan to attend this meeting. | ☐ | ☐ | ||||||||||
Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signed as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
V.1.1
IDEX CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 26, 2017
The Annual Meeting of Stockholders of IDEX Corporation (the Company) will be held on Wednesday, April 26, 2017, at 9:00 a.m., Central Time, at the Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling, Illinois 60090, for the purposes listed on the reverse side. |
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The Board of Directors fixed the close of business on March 1, 2017, as the record date for the determination of Stockholders entitled to notice of, and to vote at, the Annual Meeting. You may obtain directions to the location of the Annual Meeting by visiting our website at www.idexcorp.com. |
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YOUR VOTE IS IMPORTANT | ||||||
Regardless of whether you plan to attend the Annual Meeting of Stockholders, you can be sure these shares are represented at the meeting by promptly returning your proxy in the enclosed envelope. |
Important Notice Regarding the Availability of Proxy Materials for the 2017 Annual Meeting The Proxy Statement and 2016 Annual Report of IDEX Corporation are available at: http://phx.corporate-ir.net/phoenix.zhtml?c=83305&p=irol-reportsAnnual
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Proxy card must be signed and dated on the reverse side.
ê Please fold and detach card at perforation before mailing. ê
E21291-P85113
IDEX CORPORATION 1925 West Field Court, Suite 200 Lake Forest, Illinois 60045-4824
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
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The undersigned hereby appoints William M. Cook, Eric D. Ashleman and Denise R. Cade, and each of them, as Proxies, with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of common stock of IDEX Corporation held of record by the undersigned on March 1, 2017, at the Annual Meeting of Stockholders to be held on April 26, 2017, at 9:00 a.m. Central Time, at the Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling, Illinois 60090, or at any adjournment thereof.
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Address Changes/Comments: |
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(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side |
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V.1.1