ACTUANT CORPORATION

N86W12500 Westbrook Crossing

Menomonee Falls, Wisconsin 53051

(262) 293-1500

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of ACTUANT CORPORATION:

Notice is hereby given that the Annual Meeting of Shareholders of Actuant Corporation, a Wisconsin corporation, will be held on January ~~19, 2016~~23, 2018 at 8:00 ~~a.m~~a.m. Eastern Time at the ~~Inn on Fifth, 699 Fifth Avenue,~~The Breakers, One South ~~Naples,~~Country Road, Palm Beach, Florida, for the following purposes (all as set forth in the accompanying Proxy Statement):

1.To elect a board of ~~eight~~nine directors;

2.To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor;


3.	To consider and vote upon an amendment to the Actuant Corporation 2017 Omnibus Incentive Plan;

4.To hold an advisory (non-binding) vote to approve the compensation of our named executive officers;


5.	To hold an advisory (non-binding) vote on the frequency of future advisory votes to approve the compensation of our named executive officers; and

3.~~To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor; and~~

4.6.To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Board of Directors recommends a vote FOR Proposals 1, 2, 3, and 3.4. Further, the Board of Directors recommends future advisory votes on the compensation of our named executive officers be held annually. The Board of Directors or proxy holders will use their discretion on other matters that may arise at the ~~2016~~2018 Annual Meeting.

The Board of Directors has fixed the close of business on November ~~13, 2015~~17, 2017 as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment thereof.

Whether or not you expect to attend the Annual Meeting, please mark, sign, date and return the enclosed proxy promptly in the accompanying envelope, which requires no postage if mailed in the United States or vote via the internet or phone (instructions on page 2). It is important that your shares be represented at the Annual Meeting, whether your holdings are large or small. If for any reason you should desire to revoke your proxy, you may do so at any time before it is voted.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on January ~~19, 2016~~23, 2018. The proxy statement is available on Actuant Corporation’s website at www.actuant.com. You may obtain directions to the Annual Meeting by written or telephonic request directed to our Executive Vice President and Chief Financial Officer, Actuant Corporation, N86W12500 Westbrook Crossing, Menomonee Falls, Wisconsin 53051 or by telephone at (262) 293-1500.

By Order of the Board of Directors,

ROBERT ~~C. ARZBAECHER~~A. PETERSON

Chairman of the Board

Menomonee Falls, Wisconsin

December 4, ~~2015~~2017

TABLE OF CONTENTS



	Page
General Information	1
The Proposals
Proposal 1: Election of Directors	3
Proposal 2: ~~Advisory Vote to Approve Compensation~~Ratification of ~~our Named Executive Officers~~Selection of Independent Auditors	5
Proposal 3: ~~Ratification of Selection of Independent Auditors~~Vote Upon an Amendment to the Actuant Corporation 2017 Omnibus Incentive Plan	6
Proposal 4: Advisory Vote to Approve Compensation of Our Named Executive Officers	10
Proposal 5: Advisory Vote on the Frequency of Future Advisory Votes to Approve Compensation of	11
Our Named Executive Officers	11
Certain Beneficial Owners	712
Corporate Governance Matters
Board Committees, Charters, Functions and Meetings	914
Independence of Directors; Financial Expert	1015
Compensation Risk Assessment	1015
Use of Compensation Consultants and Other Advisors	1015
Codes of Conduct	1116
Director Selection Procedures	1116
Certain Relationships and Related Person Transactions	1217
Report of the Audit Committee	1318
Executive Compensation (Compensation Discussion and Analysis)
Executive Summary	1419
Compensation and Link to Performance	1520
Shareholder Input on Executive Compensation Program	1520
Oversight of the Executive Compensation Program	1521
Assessing Competitive Compensation Practices	1621
Target Level Compensation Determination	1722
Components of ~~Total Direct~~Executive Compensation	1722
Tax Deductibility of Executive Compensation	2228
Stock Ownership Requirements	2228
Anti-Hedging Policy	2228
Compensation Clawback Policy	2328
Compensation Committee Report	2329
Summary Compensation Table	2430
Grants of Plan-Based Awards	2632
Outstanding Equity Awards at Fiscal Year-End	2733
Equity Awards Exercised and Vested in Fiscal ~~2015~~2017	2835
Employee Deferred Compensation	2936
Equity Compensation Plan Information	2937
Change In Control Payments and Other Separation Agreements	3037
Non-Employee Director Compensation	3240
Other Information	3341

EXHIBIT A: First Amendment to the Actuant Corporation 2017 Omnibus Incentive Plan	43

ACTUANT CORPORATION

N86W12500 Westbrook Crossing

Menomonee Falls, Wisconsin 53051

(262) 293-1500

PROXY STATEMENT

This Proxy Statement and accompanying proxy are being first mailed to

shareholders on or about December 4, ~~2015~~2017.

General Information

This Proxy Statement and accompanying proxy are furnished to the shareholders of Actuant Corporation (the “Company”) in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Shareholders on January ~~19, 2016~~23, 2018 (the “Meeting”), and at any adjournment thereof. Accompanying this Proxy Statement is a Notice of Annual Meeting of Shareholders and a form of proxy for such Meeting. The Company’s Annual Report on Form 10-K for the year ended August 31, ~~2015~~2017, which constitutes the ~~2015~~2017 Annual Report to Shareholders and accompanies this Proxy Statement, contains financial statements and certain other information concerning the Company.

Location and Date of Annual Meeting

The annual meeting will be held on January ~~19, 2016~~23, 2018 at 8:00 ~~a.m~~a.m. Eastern Time at the ~~Inn on Fifth, 699 Fifth Avenue,~~The Breakers, One South ~~Naples, Florida.~~Country Road, Palm Beach, Florida.

Record Date

The record date for shareholders entitled to notice of and to vote at the Meeting is the close of business on November ~~13, 2015~~17, 2017 (the “Record Date”). As of the Record Date, we had ~~59,177,697~~59,955,297 shares of Class A common stock outstanding. Each share of Class A common stock outstanding on the record date is entitled to one vote on all matters submitted at the Meeting.

Quorum

A majority of the votes entitled to be cast, represented in person or by proxy, will constitute a quorum for action at the Meeting. Abstentions will be counted as shares present for purposes of determining the presence or absence of a quorum. Proxies relating to “street name” shares that are voted by brokers on some matters, but not on other matters as to which authority to vote is withheld from the broker absent voting instructions from the beneficial owner (“broker non-votes”) will be treated as shares present for purposes of determining the presence or absence of a quorum. The voting requirements and the procedures described below are based upon provisions of the Wisconsin Business Corporation Law, the Company’s articles of incorporation and bylaws, and any other requirements applicable to the matters to be voted upon.

Required Vote

Directors are elected by a plurality of the votes cast by the holders of shares entitled to vote in the election at a meeting at which a quorum is present (Proposal 1). A “plurality” means that the individuals who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting. Shares for which authority is withheld to vote for director nominees and broker non-votes have no effect on the election of directors except to the extent that the failure to vote for a director nominee results in another nominee receiving a larger number of votes.

In order to approve on an advisory basis, the compensation of our named executive officers (Proposal 2) the votes cast FOR must exceed the votes cast AGAINST the proposal. Abstentions will have no effect on this proposal. This advisory vote is considered a non–routine proposal under the rules applicable to banks and brokers. As a result, if you hold your shares in “street name,” absent specific voting instructions, your bank, broker or other holder of record will not be permitted to exercise voting discretion, and your shares will not be considered present and entitled to vote, with respect to this advisory vote. Broker non-votes will have no effect on this proposal.

~~In order to approve~~ the ratification of PricewaterhouseCoopers LLP as our independent auditor (Proposal 3)2), the votes cast FOR must exceed the votes cast AGAINST the proposal. Abstentions will have no effect on this proposal. Because this proposal is considered a routine proposal, brokers or other entities holding shares for an owner in “street name” are able to vote on this proposal, even if no voting instructions are provided by the beneficial owner. Broker non-votes will have no effect on this proposal.

In order to approve an amendment to the 2017 Omnibus Incentive Plan (Proposal 3), the votes cast FOR must exceed the votes cast AGAINST the proposal. Abstentions will have no effect on this proposal. This proposal is considered a non-routine proposal under the rules applicable to banks and brokers. As a result, if you hold your shares in "street name," absent specific voting instructions, your bank, broker or other holder of record will not be permitted to exercise voting discretion, and your shares will not be considered present and entitled to vote, with respect to this proposal. Broker non-votes will have no effect on this proposal.

In order to approve, on an advisory basis, the compensation of our named executive officers (Proposal 4), the votes cast FOR must exceed the votes cast AGAINST the proposal. The vote on the frequency of future advisory votes to approve the compensation of our named executive officers (Proposal 5) will be decided by a plurality of the votes validly cast. Abstentions will have no effect on these proposals. These advisory votes are considered non–routine proposals under the rules applicable to banks and brokers. As a result, if you hold your shares in “street name,” absent specific voting instructions, your bank, broker or other holder of record will not be permitted to exercise voting discretion, and your shares will not be considered present and entitled to vote, with respect to these advisory votes. Broker non-votes will have no effect on these proposals.

Cost of Soliciting Proxies

The cost of soliciting proxies, including the expense of forwarding to beneficial owners of stock held in the name of another, will be borne by the Company. In addition, officers and employees of the Company may solicit the return of proxies from certain shareholders by telephone or meeting. Such officers and employees will receive no compensation therefore in addition to their regular compensation. Shares held for the accounts of participants in the Actuant Corporation 401(k) Plan (the “401(k) Plan”) will be voted in accordance with the instructions of the participants or otherwise in accordance with the terms of such plan. Shares held for the accounts of the participants in the Actuant Corporation Deferred Compensation Plan (the “Employee Deferred Compensation Plan”) will be voted by the rabbi trust associated with the Employee Deferred Compensation Plan, as directed by the Company.

Voting Procedures

Via the Internet—Shareholders can vote their shares via the Internet as instructed on the proxy card. The Internet procedures are designed to authenticate a shareholder’s identity to allow shareholders to vote their shares and confirm that their instructions have been properly recorded. Internet voting for shareholders of record is available 24 hours a day and will close at 11:59 p.m. (CST) on January ~~18, 2016~~22, 2018. The Notice instructs you how to access and review all important information in the Proxy Statement and Annual Report. You will then be directed to select a link where you will be able to vote on the proposals presented.

By Telephone—Shareholders may vote via telephone using the toll-free number listed on the proxy card. Voting via the telephone will close at 11:59 p.m. (CST) on January ~~18, 2016~~22, 2018.

By Mail—Shareholders who receive a paper proxy card may elect to vote by mail and should complete, sign and date their proxy card and mail it in the postage paid envelope provided. Proxy cards submitted by mail must be received by the time of the Annual Meeting in order for your shares to be voted.

At the Annual Meeting—Shares held in your name as the shareholder of record may be voted by you in person at the Annual Meeting. Shares held beneficially in “street name” may be voted by you in person at the Annual Meeting only if you obtain a legal proxy from the broker or other agent that holds your shares giving you the right to vote the shares and bring such proxy to the Annual Meeting.

Revocation of Proxies

A proxy may be revoked, prior to its exercise, by executing and delivering a later dated proxy, by delivering written notice of the revocation of the proxy to the Corporate Secretary prior to the Meeting or by attending and voting at the Meeting. Attendance at the Meeting, in and of itself, will not constitute a revocation of a proxy.

Unless previously revoked, the shares represented by all properly executed proxies received in time for the Meeting will be voted in accordance with the shareholder’s directions. If no directions are specified on a duly submitted proxy, the shares will be voted, in accordance with the recommendations of the Board of Directors, FOR the election of the directors nominated by the Board of Directors, FOR the Ratification of PriceWaterhouseCoopers LLP as the Company's independent auditor, FOR the approval of the amendment to the Actuant Corporation 2017 Omnibus Incentive Plan, FOR the approval, on a non-binding basis, of the compensation of our named executive officers, ~~FOR~~1 YEAR frequency, on a non-binding basis, of holding future advisory votes to approve the ~~ratification~~compensation of ~~PricewaterhouseCoopers LLP as the Company’s independent auditor~~our named executive officers and in accordance with the discretion of the persons appointed as proxies on any other matters properly brought before the Meeting.

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors currently consists of ~~eight~~nine members. At the Meeting, ~~eight~~nine directors will be elected to serve until the next annual meeting of shareholders and until their successors shall be elected and qualified. It is the intention of the persons named in the accompanying form of proxy to nominate as directors and, unless otherwise specified in a proxy by a shareholder, to vote such proxy for the election of the persons named below. In the event any of the nominees should become unable to serve as a director, an eventuality which management has no reason to believe will occur, proxies may be voted for another nominee. Each person named below is presently serving as a director of the Company.


Directors standing for re-election	Age	Director Since	Age	Director Since
Robert C. Arzbaecher, Chief Executive Officer	55	2000
Randal W. Baker, Chief Executive Officer			54	2016
Gurminder S. Bedi, Director	68	2008	70	2008
Danny L. Cunningham, Director			62	2016
E. James Ferland, Director	48	2014	50	2014
Thomas J. Fischer, Director	68	2003
Richard D. Holder, Director			54	2017
R. Alan Hunter, Jr., Director	68	2007	70	2007
Robert A. Peterson, Director	59	2003
Robert A. Peterson, Chairman of the Board, Director			61	2003
Holly A. Van Deursen, Director	56	2008	58	2008
Dennis K. Williams, Director	69	2006	71	2006

~~Andrew G. Lampereur, Executive Vice President and Chief Financial Officer~~


•	Stephen J. Rennie, Executive Vice President, Industrial Segment ⁽³⁾

Roger A. Roundhouse, Executive Vice President, Engineered Solutions Segment


•	Eugene E. Skogg, Executive Vice President, Human Resources ⁽³⁾⁽⁴⁾


⁽¹⁾ ⁽¹⁾ Mr. Dillon joined the Company in December 2016 and was appointed Executive Vice President and Chief Financial Officer in January 2017.	Mr. Arzbaecher, Chairman of the Board of Directors, was appointed President and Chief Executive Officer ("CEO") of the Company on August 24, 2015, after previously serving as President and Chief Executive Officer of the Company since August 2000 until he retired in January 2014.


⁽²⁾	Mr. ~~Goldstein was President and Chief Executive Officer of the Company from January 2014 until August 2015. He resigned from~~Lampereur departed the Company in ~~September 2015.~~


⁽³⁾	~~Mr. Skogg joined the Company in June 2015, as Executive Vice President, Human Resources.~~January 2017.

~~In connection with the CEO transition in August 2015,~~⁽³⁾ Mr. Rennie subsequently departed the Company ~~entered into an agreement with~~ in October 2017.

⁽⁴⁾Mr. ~~Arzbaecher, whereby he will serve as President and Chief Executive Officer of~~Skogg subsequently departed the Company ~~while the Board of Directors conducts a search for a permanent President and Chief Executive Officer. Mr. Arzbaecher will receive an annual base salary of $800,000, be eligible to participate~~ in the Company’s annual bonus program in fiscal 2016 and was granted stock options upon his return as Chief Executive Officer to acquire 392,106 shares (valued at $3 million), which will vest in equal annual installments over a three-year period.September 2017.

Executive Summary

Actuant ~~strives~~is committed to ~~be a premier diversified industrial corporation~~developing and ~~a growth company~~implementing an executive compensation program that directly aligns the interests of the NEOs with the long-term interests of shareholders. With this goal in mind, we have developed an executive compensation program that is operationally excellent. To achieve this, we look to optimize our organization to maximize growth in sales, earnings, cash flow and Return on Invested Capital ("ROIC"). This operating strategy requires a compensation philosophy that rewards both near-term operational and financial success as well as decision making that supports long-term shareholder value creation. In summary, the objectives of our compensation program aredesigned to:

attract and retain highly experienced and committed executives who have the skills, education, business acumen and background to successfully lead a diversified industrial company;

motivate ~~and reward~~ executives to ~~drive~~demonstrate exceptional personal performance and ~~achieve our goal of increasing shareholder value;~~consistently perform at or above expected levels during different business cycles;

provide balanced incentives for the achievement of near-term and long-term objectives, without incentivizing executives to take excessive risk.

In fiscal ~~2015, our financial performance generally mirrored~~2017, we experienced a sluggish first half of the ~~end market demand in~~fiscal year, with the second half showing improvements within the broad industrial, mining, infrastructure, commercial and off-highway vehicle and agriculture markets, most ~~of our served industries. Our businesses faced cyclical headwinds~~notably within the Industrial and Engineered Solutions segments. However, reduced capital and maintenance spending in the oil & gas ~~mining, off-highway equipment, agriculture~~markets (Energy segment) in the form of project cancellations, deferrals and ~~general industrial end markets, as well as the strengthening of the U.S. dollar. Given the overall weak environment,~~scope reductions, resulted in a consolidated core sales ~~declined 5%~~decline of 4% in fiscal ~~2015 from the prior fiscal year. The resulting~~2017 and considerably lower ~~production levels and fixed cost under-absorption, unfavorable mix and downsizing costs reduced operating profit margins and net earnings.~~earnings per share year-over-year. Despite lower earnings, we generated ~~$113~~$68 million of Free Cash Flow ~~which represented our 15~~^th ~~consecutive year of free cash flow conversion~~ in ~~excess of net earnings.~~fiscal 2017.

Year Ended August 31,
2015 2014
(amounts in millions, except per share amounts)
Net Sales $ 1,249
$ 1,400
Core Sales Change ⁽¹⁾
(5 )% 3 %
Adjusted Earnings Per Share⁽²⁾
$ 1.65
$ 1.91
Free Cash Flow $ 113
$ 164
Year-end Stock Price $ 21.44
$ 33.73



	Year Ended August 31,
	2017			2016
	(amounts in millions, except per share amounts)
Net Sales	$	1,096		$	1,149
Core Sales Change ^{(1) (3)}	(4		)%	(6		)%
Adjusted Earnings Per Share⁽²⁾⁽³⁾	$	0.83		$	1.22
Adjusted EBITDA ⁽³⁾	$	122		$	152
Free Cash Flow ⁽³⁾	$	68		$	112
Fiscal Year-end Stock Price	$	24.05		$	23.83

⁽¹⁾ Core sales change represents total sales ~~growth~~decline excluding the impact of acquisitions, divestitures and foreign currency rate ~~changes.~~changes between years.

⁽²⁾ ~~Earnings~~Adjusted earnings per share excludes an impairment & other divestiture charge ($1.82), restructuring charges ($0.09), director & officer transition charges ($0.08) and a tax adjustment gain ($0.05) in fiscal 2017 and a product line divestiture gain ($~~0.04) in fiscal 2014~~0.03), restructuring charges ($0.17) and non-cash impairment charge ($~~1.33)~~2.86) in fiscal ~~2015.~~2016.

⁽³⁾ See "Reconciliation of GAAP Measures to Non-GAAP Measures" included in our 2017 Annual Report to Shareholders which accompanies this Proxy Statement.

As a result of this financial performance, ~~which fell below~~ the ~~threshold target for the annual incentive bonus plan, there were no~~ cash bonuses earned by our NEOs in fiscal ~~2015~~2017 were generally below target (see page 1723 for details of the Annual Bonus program)~~. In addition,~~, with higher amounts earned by some of our NEOs in business segments with

favorable core sales and earnings results. While profitability was challenged to varying degrees across the board, modest core sales growth in two of the three segments and our ability to generate and convert free cash flow company-wide in fiscal 2017 (despite lower earnings) benefited the cash bonuses of all of our NEOs. Similarly, the total shares vested related to Performance Shares (discussed on page ~~20)~~24) were below the target level for the most recently completed three year performance period.

Given that both incentive compensation and overall financial performance were ~~both~~ below target levels, we believe that our executive compensation program is effectively linked to performance. Further, we continue to believe our incentive compensation programs align closely to our business model of achieving core sales growth, quality of earnings and cash flow generation to fuel acquisitions, capital deployment and share repurchases.

Compensation and Link to Performance

Our executive compensation program is aligned with our overall business model (illustrated below), which is intended to create shareholder value.

Our ~~long standing Combined Management Measure ("CMM"), the primary metric used for the annual bonus program, rewards high return on invested capital and the generation of~~long-term goal is to grow diluted earnings per share faster than most multi-industry peers. We intend to leverage our strong ~~cash flow, which we believe are key drivers of shareholder value. In addition, a portion of the performance based equity awards are tied~~market positions to ~~the attainment of free cash flow conversion targets, while the annual bonus also incorporates~~generate core sales growth ~~the first component~~that exceeds end-market growth rates. Core sales growth is accomplished through a combination of ~~our business model.~~

~~More than a decade ago, we developed this business model which emphasizes cash flow generation. The model starts with~~share capture, product innovation and market expansion into emerging industries and geographic regions. In addition to core sales growth, ~~- through~~we are focused on acquiring complementary businesses and utilize our proprietary Acquisition Integration Management ("AIM") processes to efficiently incorporate acquisitions into the Company. Following an acquisition, we seek to drive growth opportunities (additional cross-selling opportunities and customer ~~intimacy, new products, emerging market penetration~~relationships) and ~~other aspects of our Growth + Innovation process.~~cost reductions via operational excellence. We further increase sales and profits through acquisitions and reinvestment in our businesses, including capital expenditures. Business acquisitions add new capabilities, products and services, technologies, customers and geographic presence to make our base businesses stronger. Finally, continuous improvement processes - whether “leaning out” existing operations, effective product sourcing, acquisition integration or leadership development - are utilized to improve profitability and drive cash flow. When executed successfully, these steps lead to strong earningsalso focus on profit margin expansion and cash flow generation ~~that we redeploy back into~~to achieve our financial objectives. Our LEAD (“Lean Enterprise Across Disciplines”) Business System utilizes various continuous improvement techniques to reduce costs, improve efficiencies and drive operational excellence across all locations and functions worldwide, thereby expanding profit margins and improving the ~~business.~~customer experience. Our ~~compensation program links executive pay with effective execution of this business model- driving growth in~~LEAD efforts also support our core sales ~~earnings,~~growth. Strong cash flow generation is achieved by maximizing returns on assets and ~~ultimately,~~minimizing primary working capital needs. The cash flow that results from efficient asset management, improved profitability and loyal customers is used to fund strategic acquisitions, common stock ~~price appreciation.~~repurchases and internal growth opportunities.

Shareholder Input on Executive Compensation Program

Shareholders provided overwhelming support for the compensation of our NEOs ~~compensation~~ at the ~~2015~~2017 Annual Meeting, with over ~~95%~~98% of shareholders voting in favor of the compensation program for our NEOs. We engage with shareholders to gather feedback on our compensation programs, which ~~has~~have led to changes that strengthen the link between executive pay and Company performance. Specific changes have included an increased emphasis on performance based equity awards, formalization of an anti-hedging policy, adoption of a compensation “clawback policy,” elimination of excise tax gross ups from change in control agreementsWe will continually assess and ~~modification of certain provisions of our annual bonus program to increase the alignment of segment leadership with overall Company performance. We believe that~~modify our executive compensation program ~~is responsive~~ to incorporate shareholder input, industry trends and competitive compensation practices.

The Compensation Committee (the "Committee") engages in an ongoing review of the ~~feedback we have received~~Company’s executive compensation program to evaluate whether the program supports the Company’s compensation philosophy and objectives, and is closely aligned with ~~shareholder interests.~~the Company’s business objectives. In connection with this ongoing review, and based on feedback received from our

shareholders, the Committee continues to implement and maintain what it believes are best practices for executive compensation, each of which reinforces the Company’s compensation philosophy. Below is a summary of those practices.



What We Do		What We Do Not Do
Use performance metrics to align pay with performance		Offer gross-ups of related excise taxes on executive severance agreements
Cap payouts under our annual cash bonus plan and performance share plans		Provide single-trigger change-in-control severance benefits
Have robust stock ownership guidelines for our CEO and NEOs		Pay dividends on unearned and unvested performance shares
Apply clawback provisions to annual cash bonus and equity awards for executives in case of financial restatement.		Reprice stock options
Engage an independent compensation consultant that reports to the Compensation Committee		Provide tax gross-ups in the event of a change in control
Prohibit short sales, hedging or pledging of our stock by our executive officers and directors

Oversight of the Executive Compensation Program

The ~~Compensation~~ Committee ~~("the Committee")~~ is primarily responsible for overseeing the Company’s executive compensation program ~~after considering~~and considers advice from an independent compensation consultant regarding competitive market pay practices. The Company’s CEO and management team also provide the Committee specific information related to NEO performance, compensation data and financial results.

Role of Compensation Committee

The Committee establishes our executive compensation philosophy and administers the overall executive compensation program. The Committee reviews and approves all components of the compensation program, establishes objectives for NEOs that are

aligned with the Company’s business and financial strategy, and determines compensation levels for our NEOs. CEO compensation is recommended by the Committee to the Board for approval. The Committee ~~assesses~~monitors the performance of NEOs (other than the CEO) through verbal updates regarding their annual reviews completed by the CEO and performs a separate evaluation of the CEO’s ~~performance.~~performance in cooperation with the Chairman of the Board.

Role of Compensation Consultant

The Committee utilizes ~~Towers~~Willis as its independent compensation consultant. ~~Towers~~Willis assists the Committee by evaluating executive compensation, analyzing pay alignment with financial and stock performance, providing general compensation trends and competitive market data and benchmarking, and by participating in the design and implementation of certain elements of the executive compensation program. ~~Towers~~Willis does not make specific recommendations on individual compensation amounts for the executive officers or the independent directors, nor does it determine the amount or form of executive and director compensation.

Role of Management and the Chief Executive Officer

Our CEO, in consultation with ~~Towers,~~the Executive Vice President - Human Resources, develops compensation recommendations for the Committee to consider. The CEO considers various factors when making recommendations, including external market data as provided by Willis, the relative importance of the executive’s position within the organization, the individual’s tenure and experience and the executive’s performance and contributions to the Company’s results.

The ~~Executive Vice President-Human~~CEO, with assistance from Human Resources and ~~other members of the Human Resources department, together with the CFO and members of the~~ Finance ~~department, work with the CEO~~personnel, works to monitor existing compensation plans and programs applicable to NEOs and other executives, to recommend financial and other targets to be achieved under those programs, to prepare analyses of financial data, peer comparisons and other briefing materials for the Committee in making its decisions, and, ultimately, to implement the decisions of the Committee.

Assessing Competitive Compensation Practices

The Committee reviews both general industry ~~published~~ survey data, as well as compensation practices and pay opportunities for a selection of publicly-traded U.S. companies that ~~Actuant~~the Company competes with from a business and executive talent perspective (the “Peer Group”). The Company and the Committee have regularly utilized a Peer Group as part of ~~its~~the annual benchmarking process. From time to time, the Committee has undertaken a review of the Peer Group to ensure it remains a reasonable and appropriate tool to utilize for both pay level and pay design benchmarking purposes. ~~In fiscal 2015, the Committee made modifications to~~A review of the Peer Group ~~that considered input from Towers and recommendations from management. Specifically, the~~was conducted during fiscal

2017 with no significant changes. The Peer Group companies were chosen based on their alignment with the Company, as reflected in the following characteristics:

Reasonably comparable market capitalization and annual revenues

Global scope and complexity

End-market diversification

Acquisitive growth strategies

~~In addition to the characteristics mentioned above, the peer group selection process also considered the past perspectives of the main proxy advisory firms, as well. Based on this process, the~~The companies listed below ~~will constitute “the~~are included in the Peer ~~Group”:~~Group:



Altra Industrial Motion Corp	~~CLARCOR, Inc~~	~~Hillenbrand, Inc~~	~~Rexnord Corp~~
~~AO Smith Corp~~	Crane Co	IDEX Corp	Standex International Corp
~~Barnes Group Inc~~AO Smith Corp	EnerSys	John Bean Technologies Corp	TriMas Corp
~~Belden~~Barnes Group Inc	EnPro Industries, Inc	Kennametal Inc	Woodward, Inc
~~Brady Corp~~Belden Inc	Graco Inc	Lincoln Electric Holdings Inc
Brady Corp	Harsco Corp	Nordson Corp
Briggs & Stratton Corp	~~Harsco Corp~~Hillenbrand, Inc	~~Nordson~~Rexnord Corp

In addition to Peer Group compensation data, the Committee primarily uses a broad set of data from the ~~Towers~~Willis Executive Compensation Market Analysis Survey to obtain compensation information and an understanding of executive compensation trends. The ~~Towers~~Willis survey data represents all participants in ~~the Towers~~their database, with the exclusion of the financial services ~~healthcare~~ and the energy services industries. The Committee does not determine the companies that are included in the ~~Towers~~Willis survey data. The data (far in excess of 400 listed companies) is adjusted to reflect an organization of our revenue size. The data is reviewed in aggregate and on an individual basis by the Committee and provides the primary reference point for making compensation related decisions. The Committee believes that this survey data, together with the compensation practices of the Peer Group and CEO recommendations (for other NEOs based on experience, expertise and demonstrated performance), accurately defines competitive market compensation for executive talent.

Target Level Compensation Determination

To determine NEO compensation, the Committee considers factors such as the level of responsibility, skills and experiences required by the position, the executive’s qualifications, our ability to replace such individual and the overall competitive environment. It also considers current and historical compensation levels, performance in the role, length of service, the Committee’s view of internal equity and consistency and other considerations it may feel are relevant. In analyzing these factors, the Committee reviews competitive compensation data and ~~focuses on~~targets the ~~approximate~~ 50th percentile ~~for each component~~ of pay ~~as well as target~~for Total Direct ~~Compensation.~~Compensation (base salary, annual cash bonus and equity incentive awards). In some cases, individual components may be over ~~or under~~ market (in order to emphasize a particular element or if individual circumstances dictate), but the total compensation package is market competitive and will generally not exceed the 75th percentile of ~~market.~~market at target.

Components of ~~Total Direct~~Executive Compensation

~~As summarized below, the majority of Total Direct Compensation is performance based~~We seek to pay our executives fairly and ~~not guaranteed. We also provide various retirement~~competitively and ~~benefit programs. This graphic, depicting the CEO's (Mr. Goldstein) total direct compensation, along~~to link pay with ~~the descriptions that follow, provides a snapshot as to the components and rationale behind the~~performance. The main elements of our compensation ~~program.~~program are base salary, a short-term incentive in the form of an annual cash bonus, and long-term equity incentive awards. We emphasize compensation opportunities that reward our executives when they deliver targeted financial results. A significant portion of our executives' compensation is equity-based. For fiscal 2017, incentive compensation at target (annual cash bonus and equity incentive awards) accounted for approximately 80% of Mr. Baker's Total Direct Compensation opportunity and approximately 65% of the average Total Direct Compensation opportunity of the other NEOs.

Base Salary

Base salaries are reviewed annually and are established considering the scope and complexity of the role, market competitiveness, individual performance and Company operating performance. Individual performance is evaluated based on achievement of established goals and objectives related to business performance and leadership. Generally changes in base salary are the result of either an annual merit increase, promotion or changes in role or market adjustment. ~~In connection with his re-appointment to CEO in August 2015, the Committee approved a base salary of $800,000 for Mr. Arzbaecher. The remaining NEO's base~~Base salary increases for NEOs occurred in January ~~2015~~2017 and were in the 3%2% to 4%6% range, reflecting annual merit adjustments.

Annual Bonus

Our NEOs, along with other leaders and substantially all U.S. employees, have an opportunity to earn an annual cash bonus based on achievement of certain performance objectives. ~~The bonus is designed to reward short-term performance~~Beginning in ~~successfully growing sales, earnings, cash flow and ROIC. Combined Management Measure ("CMM") is the primary financial metric because it encompasses all of those key factors. Both~~fiscal 2017, the Committee and management ~~believe CMM drives~~modified the annual bonus plan design and metrics to align more closely to the Company's business model of achieving core sales growth, quality of earnings and cash flow ~~growth, which is critical~~generation to ~~successfully executing our business model (described on page 15). CMM is calculated as follows:~~

~~Net Income~~

~~+ Financing Costs (Interest Expense)~~

~~+ Income Taxes~~

~~+ Amortization of Intangible Assets~~

~~= EBITA (Earnings Before Interest, Taxes and Amortization)~~

~~- Asset Carrying Charge~~⁽¹⁾

~~= Combined Management Measure~~

⁽¹⁾

The Asset Carrying Charge is calculated by adding (1) a 20% charge applied to the average net tangible assets (current assets, net fixed assets and other long-term assets, less accounts payable, accrued compensation, pension and employee benefits, current income tax balances and other liabilities), to (2) a 12% charge applied to the average total intangible assets (goodwill, intangible assets and non-current deferred income taxes).

We believe CMM encourages all employees to improve profits while using assets wisely. CMM is tied to both ROIC and cash flow, which are key measures linked to shareholder value creation. In addition to utilizing CMM for the annual bonus, we also utilize a similar calculation forfuel acquisitions, capital deployment and ~~decision making~~share repurchases. The three performance metrics implemented within ~~the Company related to acquisitions and other investments.~~

~~We also utilize core sales growth (total sales growth less the impact of foreign currency and acquisitions/divestitures) as part of~~ the annual bonus plan ~~because it emphasizes this important driver of performance success.~~are Core ~~sales growth targets are established at an individual business unit level. Segment level executives including Messrs. Kobylinski~~Sales Growth, EBITDA Margin % and ~~Roundhouse are measured on core sales growth targets associated with their respective segments. Corporate executives including Messrs. Arzbaecher, Goldstein, Lampereur and Skogg are measured on~~Free Cash Flow. The exhibit below illustrates the ~~achievement of consolidated Actuant core sales growth targets.~~fiscal 2017 bonus plan design.

Annual bonus ~~target~~opportunity percentages vary by NEO and are determined based on their scope of duties and responsibilities as well as market and peer group data. ~~Actual~~Annual bonus ~~payments~~achievement can range from 0% to ~~250%~~200% of the target annual bonus based on actual performance. NEOs not in charge of business units or segments have an annual bonus based on the CMM and core sales growth performance of Actuant. NEOs responsible for a business segment are eligible for an annual bonus based on Actuant CMM and CMM and core sales growth for their respective segment. The following table summarizes the fiscal ~~2015~~2017 annual bonus opportunity and weighting for each NEO.

Annual Bonus
Opportunity as a %
of Base Salary

Weighting of Components of
Target Annual Bonus
Name Threshold Target Maximum
Actuant
CMM

Segment
CMM
Core Sales Growth
Robert C. Arzbaecher ⁽¹⁾
— — — — — —
Mark E. Goldstein 0% 100% 250.0% 70% — 30%
Brian K. Kobylinski 0% 60% 150.0% 30% 40% 30%
Andrew G. Lampereur 0% 65% 162.5% 70% — 30%
Roger A. Roundhouse 0% 55% 137.5% 30% 40% 30%
Eugene E. Skogg 0% 50% 125.0% 70% — 30%



	Annual Bonus Opportunity as a % of Base Salary			Weighting of Components of Target Annual Bonus
Name	Threshold	Target	Maximum	Actuant Core Sales	Actuant EBITDA Margin %	Segment Core Sales	Segment EBITDA Margin %	Actuant Free Cash Flow
Randal W. Baker	0%	100%	200%	33.3%	33.3%	—	—	33.4%
Rick T. Dillon ⁽¹⁾	0%	70%	140%	33.3%	33.3%	—	—	33.4%
Andrew G. Lampereur ⁽²⁾	0%	70%	140%	33.3%	33.3%	—	—	33.4%
Stephen J. Rennie	0%	60%	120%	—	—	33.4%	33.3%	33.4%
Roger A. Roundhouse	0%	60%	120%	—	—	33.4%	33.3%	33.4%
Eugene E. Skogg	0%	60%	120%	33.3%	33.3%	—	—	33.4%


⁽¹⁾	In accordance with his offer letter dated November 10, 2016, Mr. ~~Arzbaecher served as Chairman of~~Dillon was entitled to a full year earned bonus without proration.


⁽²⁾	Mr. Lampereur did not receive a bonus payout in fiscal 2017 due to his departure from the ~~Board for the majority of fiscal 2015 and was not eligible to participate~~Company in ~~the NEO annual bonus program.~~January 2017.

The annual bonus earned is based on performance against ~~pre-approved CMM~~approved Core Sales, EBITDA Margin % and ~~core sales targets,~~Free Cash Flow

scales, which are established by the Committee in the first quarter of the fiscal year, considering financial plans, market conditions, year-over-year ~~improvement~~performance, non-recurring projects, and the general economic environment. Core Sales represents the net sales change between years excluding the impact of acquisitions, divestitures and foreign currency rate changes. EBITDA, Free Cash Flow and Free Cash Flow Conversion are calculated as illustrated in the "Reconciliation of GAAP Measures to Non-GAAP Measures" included in our 2017 Annual Report to Shareholders which accompanies this Proxy Statement. Following the completion of a fiscal year, the Committee approves annual bonus payouts based on the extent to which targets were ~~met.~~achieved. Fiscal 2017 annual bonus achievement for our corporate executives is shown below:

~~In accordance with Item 402(b) of Regulation S-K, we have not disclosed the annual bonus financial targets~~



	Fiscal 2017 Bonus Scale				Fiscal 2017 Bonus Achievement
	Threshold		Target	Maximum	Result	Bonus Payout %
	0%	50%	100%	200%	Result	Bonus Payout %
Consolidated Core Sales Metric	-6.9%	-5.9%	-2.1%	2.0%	-4.0%	75.2%
Consolidated EBITDA Margin % Metric	13.0%	13.4%	14.1%	14.7%	11.3%	0.0%

Actuant generated $68 million free cash flow for fiscal ~~2015 because they represent confidential information~~2017 and free cash flow conversion was greater than 125% which ~~if disclosed, could~~resulted in a 100% achievement for this metric. The blended result ~~in competitive harm.~~ of the achievement outcomes above is a bonus payout of 58% for our corporate executives for fiscal 2017.

These financial measures can be impacted by a variety of non-recurring or extraordinary items (e.g., acquisitions, divestitures, business restructuring, accounting rule changes, etc.) and actual results may be adjusted for these items if ~~they were~~ not contemplated in the target setting process. All adjustments to the annual bonus financial results are reviewed and approved by the Committee. Given that the assumptions used to determine the annual bonus financial targets and related adjustments necessarily include elements of strategic operations, timing of new product launches, restructuring activities or investments in growth initiatives, we believe disclosure of such information could cause us competitive harm by potentially revealing to our competitors, customers, vendors and suppliers our confidential operating and financial objectives.

In order to illustrate the historical level of performance against annual bonus targets, the following table summarizes the actual annual bonus payout percentages achieved by our ~~CEO~~corporate executives (expressed as a percentage of the target annual bonus level) for each of the last five fiscal years:


Fiscal Year	Annual Bonus Payout		Annual Bonus Payout
2011	197%
2012	113%
2013	8% ⁽¹⁾		8%	⁽¹⁾
2014	7%		7%
2015	0%		0%
2016			4%
2017			58%

⁽¹⁾ CEO declined annual bonus in fiscal 2013.
⁽¹⁾ Corporate executives declined annual bonuses in fiscal 2013.		⁽¹⁾ Corporate executives declined annual bonuses in fiscal 2013.

Equity Compensation

~~We generally grant three forms of equity compensation to our NEOs including stock options, restricted stock and performance shares.~~ We believe that a significant portion of Total Direct Compensation should be made in the form of equity compensation due to ~~its~~the strong alignment created with shareholders. If our stock price declines, so does the value of the NEOs' compensation, and vice versa. ~~Stock options~~For our NEOs, the Committee approves a target award value based on Willis benchmarking data, and ~~restricted stock generally vest 50% after three years, with 100% at five years. This vesting is longer in duration than most peer companies, which we believe enhances retention~~other applicable factors such as internal equity and ~~long-term performance. The target value of NEO~~individual contributions. Historically equity awards ~~is generally~~for NEOs have been allocated ~~35%~~ in the form of 35% in stock options, 35% in restricted stock units and 30% in performance shares. Beginning in fiscal 2018, equity awards for NEOs will be allocated 50% in performance shares and 50% in restricted stock in order to align with the equity allocation practices of the Peer Group.

The following describes each type of award:

~~Stock Options~~—Stock options granted to NEOs generally become 50% exercisable three years after the grant date with the remaining 50% exercisable after five years. The Committee has the ability to vary both the term and vesting schedule for new stock option grants in accordance with the plan. All options are granted following the Committee’s authorization, with an exercise price equal to the closing market price on the date of grant and have a ten-year term. Stock option back-dating or re-pricing is expressly prohibited.

~~Restricted Stock Units and Awards~~—Restricted stock also generally vests 50% after three years with the remaining 50% vesting after five years. The Committee has the ability to vary both the term and vesting schedule for new grants. Under the Employee Deferred Compensation Plan, individuals granted restricted stock units have the ability to defer receipt and taxability of the shares beyond their normal vesting dates, by providing written notice to the Company at least twelve months in advance of the award’s scheduled vest date.

Performance Based Restricted Stock ("Performance Shares")—~~The~~Our Performance Share ~~plan has~~awards have a three-year performance period, with vesting based 50% on achievement of an absolute Free Cash Flow Conversion target and 50% on the Company’s TSR relative to the S&P 600 SmallCap Industrial Index (approximately 90 companies). New three-year performance cycles start annually with grants near the beginning of each fiscal year. The Committee designed the plan to include both TSR and Free Cash Flow Conversion elements to emphasize the importance of these two metrics to the long-term success of the Company. TSR aligns the interests of shareholders and executives, while strong Free Cash Flow Conversion helps ensure adequate cash generation to fund Company growth, dividends and stock buybacks. The targets and vesting scale for Performance Shares granted in fiscal ~~2015 are summarized~~2017 were as follows:



Measure	Threshold	Target	Maximum
Vesting Scale (as a percentage of Target)	50%	100%	150%
Relative TSR Percentile	25th	50th	75th
Free Cash Flow Conversion	100%	115%	140%

The target and actual shares vested for the recently completed three-year performance periods are summarized as follows (in aggregate for all NEOs):


Performance Period Ended	Target Shares	Actual Shares Vested	% of Target Shares Vested	Target Shares	Actual Shares Vested	% of Target Shares Vested
August 31, 2014	117,563	81,081	69%
August 31, 2015	98,342	58,967	60%	98,342	58,967	60%
August 31, 2016				4,699	2,963	63%
August 31, 2017 ⁽¹⁾				10,570	7,769	74%


Beneficial Owner (1)	Amount and Nature		Percent of Class		Amount and Nature		Percent of Class
Five Percent Shareholders:
Blackrock, Inc. 55 East 52^nd Street New York, NY 10022					6,928,942	(2)	11.6%
Southeastern Asset Management, Inc. 6410 Poplar Avenue, Suite 900 Memphis, TN 38119	6,206,884	(2)	10.5	%	5,900,024	(2)	9.9%
BlackRock Institutional Trust Company, N.A. 400 Howard Street San Francisco, California 94105	4,890,669	(2)	8.3	%
Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, Pennsylvania 19355	3,961,585	(2)	6.7	%	5,310,943	(2)	8.9%
Champlain Investment Partners 180 Battery Street, 4th Floor Burlington, Vermont 05401	3,874,997	(2)	6.5	%
Dimensional Fund Advisors, L.P. 6300 Bee Cave Road Austin, TX 78746	3,279,061	(2)	5.5	%
Pzena Investment Management, LLC 320 Park Avenue, 8^th Floor New York, NY 10022					3,917,524	(2)	6.5%
Fuller & Thaler Asset Management Inc. 411 Borel Avenue - 300 San Mateo, CA 94402					3,150,941	(2)	5.3%

Named Executive Officers and Director Nominees:
Robert C. Arzbaecher, President, Chief Executive Officer and Director	670,472	(3)	1.1%
Randal W. Baker, President and Chief Executive Officer					39,876	(3)	*
Gurminder S. Bedi, Director	60,862	(4)	*		68,122	(4)	*
Danny L. Cunningham, Director					3,226	(5)	*
Rick T. Dillon, Executive Vice President and Chief Financial Officer					703	(6)	*
E. James Ferland, Director	9,704	(5)	*		22,758	(7)	*
Thomas J. Fischer, Director	87,625	(6)	*
Mark E. Goldstein, former President and Chief Executive Officer	602,063	(7)	1.0%
Richard D. Holder, Director					—		*
R. Alan Hunter, Jr., Director	71,998	(8)	*		79,258	(8)	*
Brian K. Kobylinski, Executive Vice President, Energy Segment	244,419	(9)	*
Andrew G. Lampereur, Executive Vice President and Chief Financial Officer	581,185	(10)	*
Robert A. Peterson, Director	132,476	(11)	*
Andrew G. Lampereur, Former Executive Vice President and Chief Financial Officer					459,643	(9)	*
Robert A. Peterson, Chairman of the Board of Directors					132,825	(10)	*
Stephen J. Rennie, Former Executive Vice President, Industrial Segment					108,369	(11)	*
Roger A. Roundhouse, Executive Vice President, Engineered Solutions Segment	18,526	(12)	*		31,905	(12)	*
Eugene E. Skogg, Executive Vice President, Human Resources	13,014	(13)	*
Eugene E. Skogg, Former Executive Vice President, Human Resources					116,704	(13)	*
Holly A. Van Deursen, Director	61,887	(14)	*		69,147	(14)	*
Dennis K. Williams, Director	76,862	(15)	*		76,122	(15)	*

All Directors and Current Executive Officers as a group (14 persons)	2,294,763	(16)	3.9%
All Directors and Current Executive Officers as a group (13 persons)					652,360	(16)	1.1%




Committees		Committee Functions
Audit ~~Thomas J. Fischer, Chair~~Danny L. Cunningham, Chairperson E. James Ferland Richard D. Holder R. Alan Hunter, Jr. ~~E. James Ferland~~ Dennis K. Williams Fiscal ~~2015~~2017 Meetings— 98		• Manages oversight responsibilities related to accounting policies, internal control, financial reporting practices and legal and regulatory compliance
		• Reviews the integrity of the Company’s financial statements
		• Reviews the independent auditor’s qualifications and independence
		• Reviews the performance of the Company’s internal audit function and the Company’s independent auditors
		• Maintains lines of communication between the Board and the Company’s financial management, internal auditors and independent accountants
		• Prepares the Audit Committee report to be included in the Company’s annual proxy statement
		• Conducts an annual evaluation of the performance of the Audit Committee
Nominating & Corporate Governance Robert A. Peterson, ~~Chair~~Chairperson Gurminder S. Bedi E. James Ferland Holly A. Van Deursen Fiscal ~~2015~~2017 Meetings— 35		• Responsible for evaluating and nominating prospective members for the Board
		• Exercises a leadership role in developing, maintaining and monitoring the Company’s corporate governance policies and procedures
		• Conducts an annual assessment of the Board, Committees and Directors performance and ~~contributions.~~contributions
		• Conducts an annual evaluation of the performance of the Nominating & Corporate Governance Committee
Compensation Holly A. Van Deursen, ~~Chair~~Chairperson Gurminder S. Bedi Richard D. Holder R. Alan Hunter, Jr. Dennis K. Williams Fiscal ~~2015~~2017 Meetings—7		• Determines the compensation of executive officers and makes recommendations to the Board regarding Chief Executive Officer compensation.
		• Administers annual (short-term) incentive compensation plans and equity-based (long-term) compensation programs maintained by the Company
		• Makes recommendations to the Board with respect to the amendment, termination or replacement of incentive compensation plans and equity-based compensation programs
		• Recommends to the Board the compensation for Board members and conducts an annual evaluation of the performance of the Compensation Committee



	2013 Performance Shares Grant			Actual Shares Vested
Name	Threshold	Target	Maximum	Actual Shares Vested
Robert C. Arzbaecher	0	78,117	117,176	46,840
Mark E. Goldstein	0	9,272	13,908	5,560
Brian K. Kobylinski	0	4,585	6,878	2,749
Andrew G. Lampereur	0	6,368	9,552	3,818



	Threshold (50%)	Target (100%)	Maximum (150%)	Actual Relative TSR Percentile	Actual Vesting for Relative TSR Percentile
Relative TSR Percentile	25^th	50^th	75^th	Below 25^th	0%



	Threshold (50%)	Target (100%)	Maximum (150%)	Actual Cash Flow Conversion	Actual Vesting for Free Cash Flow Conversion
Free Cash Flow Conversion	100%	115%	140%	139%	147%



¨	~~Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12~~



¨	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~


~~(1)~~	~~Title of each class of securities to which transaction applies:~~


~~(2)~~	~~Aggregate number of securities to which transaction applies:~~


~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~



¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


⁽¹⁾	Unless otherwise noted, the specified person has sole voting power and/or dispositive power over the shares shown as beneficially owned.


⁽²⁾	Share ownership, as of September 30, ~~2015,~~2017, based on a report issued to the Company by a third party service provider.


⁽⁴⁾	Includes 5,000 shares held by a trust. Also includes ~~47,525~~51,749 shares issuable pursuant to options exercisable currently or within 60 days of October ~~30, 2015.~~15, 2017.


⁽⁵⁾	Includes ~~3,875 shares issuable pursuant to options exercisable currently or~~3,226 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of ~~October 30, 2015.~~service.



¨	~~Preliminary Proxy Statement~~



¨	~~Confidential, For Use of the Commission Only~~



x	~~Definitive Proxy Statement~~



¨	~~Definitive Additional Materials~~


⁽⁶⁾	Includes ~~71,525 shares issuable pursuant to options exercisable currently or within 60 days of October 30, 2015.~~


⁽⁸⁾⁽⁷⁾	Includes ~~55,525~~8,099 shares issuable pursuant to options exercisable currently or within 60 days of October ~~30, 2015.~~15, 2017. Also includes 5,794 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of service.


⁽⁸⁾	Includes 59,749 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2017. Also includes 7,373 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of service.


⁽¹³⁾	Includes ~~8,076~~17,514 shares held in an individual IRA ~~account.~~


^(15)(14)	Includes ~~63,525~~51,749 shares issuable pursuant to options exercisable currently or within 60 days of October ~~30, 2015.~~15, 2017.


⁽¹⁵⁾	Includes 59,749 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2017.


•	~~Robert C. Arzbaecher,~~Rick T. Dillon, Executive Vice President and Chief ~~Executive~~Financial Officer ~~and Chairman of the Board of Directors~~ ⁽¹⁾


•	~~Mark E. Goldstein,~~Andrew G. Lampereur, former Executive Vice President and Chief ~~Executive~~Financial Officer ⁽²⁾


	2014 Performance Shares Grant			2016 Performance Shares Grant
Name	Threshold	Target	Maximum	Threshold	Target	Maximum
Mark E. Goldstein	0	15,035	22,553
Brian K. Kobylinski	0	3,383	5,075
Andrew G. Lampereur	0	4,699	7,049	—	9,321	13,982
Roger A. Roundhouse				—	6,353	9,530
Eugene E. Skogg				—	4,143	6,215


	2015 Performance Shares Grant			2017 Performance Shares Grant
Name	Threshold	Target	Maximum	Threshold	Target	Maximum
Mark E. Goldstein	0	20,180	30,270
Brian K. Kobylinski	0	4,996	7,494
Randal W. Baker				—	33,044	49,566
Rick T. Dillon				—	6,004	9,006
Andrew G. Lampereur	0	6,486	9,729	—	9,253	13,880
Stephen J. Rennie				—	5,618	8,427
Roger A. Roundhouse	0	4,084	6,126	—	6,873	10,310
Eugene E. Skogg				—	4,759	7,139



				Non-Routine Stock Awards
Name	Year	Routine Stock Awards		Employment Transition Stock Awards		Retention Stock Awards		Matching Shares ⁽¹⁾		Total Stock Awards
Randal W. Baker	2017	$	1,624,995	$	—	$	—	$	282,500	$	1,907,495
	2016	1,150,000		—		—		174,423		1,324,423

Rick T. Dillon⁽²⁾	2017	$	357,484	$	599,988	$	—	$	—	$	957,472

Andrew G. Lampereur	2017	$	455,013	$	—	$	—	$	—	$	455,013
	2016	438,772		—		—		1,027,576		1,466,348
	2015	438,750		—		—		—		438,750

Stephen J. Rennie	2017	$	276,246	$	—	$	—	$	—	$	276,246
	2016	149,998		—		—		218,138		368,136

Rodger A. Roundhouse	2017	$	337,986	$	—	$	—	$	—	$	337,986
	2016	299,000		—		731,000		104,880		1,134,980
	2015	276,252		—		—		—		276,252

Eugene E. Skogg	2017	$	234,004	$	—	$	—	$	—	$	234,004
	2016	195,008		—		—		624,877		819,885
	2015	150,005		450,000		—		—		600,005


⁽¹⁾	The ability for NEOs to receive Matching Shares under the Program expired in March 2016 for all NEOs, with the exception of Mr. Baker who was provided matching eligibility through October 2016 in accordance with the terms of his offer letter dated February 24, 2016.


⁽²⁾	Mr. Dillon received a new hire grant of $600,000 consistent with his offer letter dated November 10, 2016 which vests in equal installments over 2 years. Additionally, Mr. Dillon was provided matching share eligibility through June 2017, but did not participate in the Program.



Type of Benefit	NEOs	Certain Other Executives and High Level Managers	Most Other Full Time Employees
401(k) Retirement Plan	ü	ü	ü
Supplemental Executive Retirement Plan (SERP)	ü	Selectively	Not Offered
Employee Deferred Compensation Plan	ü	ü	ü
Medical/Dental/Vision Insurance	ü	ü	ü
Annual Physical	ü	Selectively	Not Offered
Life and Disability Insurance	ü	ü	ü
Supplemental Life and Disability Insurance	ü	Selectively	Not Offered
Employee Stock Purchase Plan	~~Not Offered~~ ü	~~Selectively~~ ü	ü
Vacation	ü	ü	ü
Tuition Reimbursement Plan	ü	ü	ü
Automobile Allowance	ü	Selectively	Selectively
~~Club Dues~~	~~Selectively~~	~~Not Offered~~	~~Not Offered~~
Financial Planning Services	ü	Selectively	Not Offered
Personal Use of Company Aircraft	ü	Selectively	Not Offered



Position		Multiple of Base Salary Required to be held in Actuant Stock
CEO		5X
Other NEOs		3X



Name & Principal Position	Year	Salary ($)		Stock Awards ($) (4)		Option Awards ($) (5)		Annual Bonus ($) (6)		Non-qualified Deferred Compensation Earnings ($) (7)		All Other Compensation ($) (8)		Total ($)
Robert C. Arzbaecher ⁽¹⁾	2015	$	217,500	$	65,000	$	3,035,000	$	—	$	78,370	$	76,388	$	3,472,258
Chairman of Board and Chief Executive Officer	2014	542,317		—		—		62,900		62,735		122,255		790,207
Chairman of Board and Chief Executive Officer	2013	850,000		2,299,871		—		—		68,113		258,087		3,476,071
Mark E. Goldstein ⁽²⁾	2015	$	745,000	$	1,365,012	$	734,907	$	—	$	187,280	$	114,291	$	3,146,490
Former President and Chief Executive Officer	2014	667,308		1,299,999		699,806		44,701		155,227		96,236		2,963,277
Former President and Chief Executive Officer	2013	575,000		591,493		318,502		—		188,530		138,190		1,811,715
Brian K. Kobylinski	2015	$	460,000	$	337,977	$	181,973	$	—	$	22,123	$	77,070	$	1,079,143
Executive Vice President - Energy Segment	2014	447,000		742,498		157,508		59,906		17,467		58,390		1,482,769
Executive Vice President - Energy Segment	2013	430,000		292,495		157,505		23,650		18,719		82,492		1,004,861
Andrew G. Lampereur	2015	$	482,000	$	438,750	$	236,216	$	—	$	187,311	$	73,139	$	1,417,416
Executive Vice President and Chief Financial Officer	2014	468,000		906,285		218,748		22,511		157,004		144,209		1,916,757
Executive Vice President and Chief Financial Officer	2013	450,000		406,233		218,765		—		191,648		97,505		1,364,151
Roger A. Roundhouse	2015	$	390,000	$	276,252	$	206,393	$	—	$	—	$	52,560	$	925,205
Executive President - Engineered Solutions Segment
Eugene E. Skogg ⁽³⁾	2015	$	70,865	$	600,005	$	150,003	$	—	$	—	$	76,215	$	897,088
Executive Vice President - Human Resources
Executive Vice President - Human Resources


⁽²⁾	~~Base salary for~~ Mr. ~~Goldstein represents gross salary at the end of fiscal 2013 and 2015 and actual amounts earned in fiscal 2014 (as a result of mid-year promotion to Chief Executive Officer).~~


⁽³⁾	Mr. Lampereur departed the Company in January 2017 and therefore fiscal 2017 base salary represents actual salary earned prior to his departure and a transition services payment of $85,750. Fiscal 2016 stock awards include the non-routine awards described on page 26.


⁽⁴⁾	Mr. Rennie was promoted effective August 2016 and therefore his base salary in 2016 represents actual salary earned in his current and former role. Fiscal 2016 stock awards include the non-routine awards described on page 26. Mr Rennie subsequently departed the Company in October 2017.


⁽⁵⁾	Mr. Roundhouse's fiscal 2016 stock awards include the non-routine awards described on page 26.