UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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Securities Exchange Act of 1934
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ACTUANT CORPORATION
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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, which has adopted the business name “Enerpac Tool Group,” (“Enerpac Tool Group” or the “Company”) will be held on January 23, 201828, 2020 at 8:00 a.m. EasternCentral Time at the The Breakers, One South CountryWestin O’Hare, 6100 N. River Road, Palm Beach, Florida,Rosemont, Illinois, for the following purposes (all as set forth in the accompanying Proxy Statement):
1.To elect a board of nine directors;
2.To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor;
1.To elect eight directors from the nominees described in the accompanying proxy statement;
2.To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending August 31, 2020;
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;
4.To approve an amendment to the Company’s Restated Articles of Incorporation, as amended, to change the Company’s name to “Enerpac Tool Group Corp.” (the “Name Change Proposal”); and
6.To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
5.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 the election as director of each of the nominees described in the accompanying proxy statement and FOR Proposals 1, 2, 3 and 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 20182020 Annual Meeting.
The Board of Directors has fixed the close of business on November 17, 201722, 2019 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 23, 2018.28, 2020. The proxy statement is available on Actuant Corporation’sthe Company’s website at www.actuant.com.www.enerpactoolgroup.com. You may obtain directions to the Annual Meeting by written or telephonic request directed to our Executive Vice President, General Counsel and Chief Financial Officer, Actuant Corporation,Secretary, Enerpac Tool Group, N86W12500 Westbrook Crossing, Menomonee Falls, Wisconsin 53051 or by telephone at (262) 293-1500.

 
By Order of the Board of Directors,
 
ROBERT A. PETERSONE. JAMES FERLAND
ChairmanChair of the Board
 
Menomonee Falls, Wisconsin
December 4, 201713, 2019



TABLE OF CONTENTS
 Page
General Information
1
The Proposals 
Proposal 1: Election of Directors
3
Proposal 2: Ratification of Selection of Independent Auditors
5
Proposal 3: 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
106
Proposal 5: Advisory Vote on4: Approval of the Frequency of Future Advisory Votes to Approve Compensation ofName Change Proposal
117
  Our Named Executive Officers
Certain Beneficial Owners
128
Corporate Governance Matters 
Corporate Governance Guidelines
10
Board Committees, Charters, Functions and Meetings
1410
Leadership Structure11
Executive Sessions of Non-Management Directors11
Independence of Directors; Financial ExpertExpertise of Audit Committee
1511
Board Role in Risk Oversight
11
Compensation Risk Assessment
1511
Use of Compensation Consultants and Other Advisors
1511
Codes of Conduct and Ethics
1612
Information Available Upon Request
12
Director Selection Procedures
1612
Director Resignation Policy
13
Communications with Directors
13
Certain Relationships and Related Person Transactions
1713
Compensation Committee Interlocks and Insider Participation
13
Report of the Audit Committee
1814
Executive Compensation (Compensation
Compensation Discussion and Analysis)Analysis
15
Executive Summary
1915
Compensation and Link to Performance
2016
Shareholder Input on Executive Compensation Program
2017
Oversight of the Executive Compensation Program
2117
Assessing Competitive Compensation Practices
21
18
Target Level Compensation Determination
2218
Components of Executive Compensation
22
Tax Deductibility of Executive Compensation
2818
Stock Ownership Requirements
28
23
Anti-Hedging Policy
2823
Compensation Clawback Policy
2823
Conclusion
23
Compensation Committee Report
2924
Summary Compensation Table
3025
Grants of Plan-Based Awards
3227
Outstanding Equity Awards at Fiscal Year-End
3328
Equity Awards Exercised and Vested in Fiscal 20172019
3529
Employee Deferred Compensation
3630
Equity Compensation Plan Information
3730
Senior Officer Severance Plan and Retention Agreement
30
Change Inin Control Payments and Other Separation Agreements
3733
CEO Pay Ratio
34
Non-Employee Director Compensation
4035
Other Information
41
EXHIBIT A: First Amendment to the Actuant Corporation 2017 Omnibus Incentive Plan
4337



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, 2017.13, 2019.

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 23, 201828, 2020 (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, 2017,2019, which constitutes the 20172019 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 23, 201828, 2020 at 8:00 a.m. EasternCentral Time at the The Breakers, One South CountryWestin O’Hare, 6100 N. River Road, Palm Beach, Florida.
Rosemont, Illinois.
Record Date
The record date for shareholders entitled to notice of and to vote at the Meeting is the close of business on November 17, 201722, 2019 (the “Record Date”). As of the Record Date, we had 59,955,29759,953,042 shares of Class A common stock were outstanding. Each share of Class A common stock outstanding on the record dateRecord Date is entitled to one vote on all matters submitted at the Meeting.
No other class of capital stock was outstanding on the Record Date.
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”submitted by banks, brokers or other holders of record holding shares for you as a beneficial owner that are voted by brokers ondo not indicate a vote for some matters, butor all of the proposals because that holder does not on other matters as to whichhave voting authority to vote is withheld from the broker absentand has not received voting instructions from the beneficial owner (“brokeryou (so-called “broker non-votes”) willare also considered to be treated as shares present for purposes of determining whether a quorum exists.
If you hold your shares in an account maintained by a bank, broker or other holder of record (referred to as holding shares in “street name”), these holders are permitted under the presencerules of the New York Stock Exchange to vote your shares on the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor and on the Name Change Proposal, even if they do not receive voting instructions from you, but are not permitted under the rules of the New York Stock Exchange to vote on Proposals 1 and 3 unless you timely provide them with your voting instructions. It is important, therefore, if you hold your shares through an account maintained by a bank, broker or absenceother holder of a quorum. record that you timely provide your instructions to them so that your vote with respect to these matters may be cast.
The voting requirements and the procedures described in this section and below are based upon provisions of the Wisconsin Business Corporation Law, the Company’s articlesRestated Articles of incorporationIncorporation, as amended, and its bylaws, the rules of the New York Stock Exchange 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 the ratification of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending August 31, 2020 (Proposal 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,As noted above, banks, brokers or other entities holding your shares for an owner in “street name” are ablepermitted to vote on this proposal even if noyou do not provide any 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.

instructions.


In order to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement (Proposal 4)3), the votes cast FOR must exceed the votes cast AGAINST the proposal. TheAbstentions and broker non-votes will not count in determining the outcome of the vote on this proposal.
Under our Restated Articles of Incorporation, as amended, the frequencyaffirmative vote of future advisory votestwo-thirds of the shares of Class A common stock outstanding on the Record Date is required to approve the compensation of our named executive officersName Change Proposal (Proposal 5) will be decided by a plurality of4). Accordingly, abstentions and shares not voted on the votes validly cast. AbstentionsName Change Proposal will have nothe effect on these proposals. These advisory votes are considered non–routine proposals underof a vote AGAINST the rules applicable toName Change Proposal. As noted above, banks, and brokers. As a result, if you holdbrokers or other entities holding your shares in “street name,” absent specificname” are permitted to vote on the Name Change Proposal, even if you do not provide any voting instructions, your bank,instructions.
Any other business that may properly come before the Meeting, or any adjournment of the Meeting, will be approved if more votes are cast FOR the proposal than are cast AGAINST the proposal. Accordingly, broker or other holder of recordnon-votes, if any, and abstentions will not be permittedcounted in determining the outcome of the votes on any such proposal. We are not aware of any other business 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.
addressed at the Meeting; however, other business may be addressed if it properly comes before the Meeting.
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. compensation for such solicitation. EQ Proxy is assisting us in the solicitation of proxies and provides us with advice and support related to solicitation. We do not expect the total costs to us for EQ Proxy's services to exceed $7,000.
Shares held for the accounts of participants in the Actuant CorporationCompany’s 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 CorporationCompany’s 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—ShareholdersInternet. If you hold your shares directly—that is, not in an account maintained by a bank, broker or other entity—you can vote their shares via the Internetinternet, as instructed on the proxy card. The Internetinternet procedures are designed to authenticate a shareholder’s identity to allow shareholders to vote their shares and confirm that their instructionsvotes 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 22, 2018.27, 2020. The accompanying 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. If you hold your shares in “street name” through an account with a bank, broker or other entity, your ability to provide voting instructions via the Internet depends on the voting process of the bank, broker or other entity through which you hold the shares. Please follow their directions carefully.
By Telephone—Telephone. Shareholders who hold their shares directly 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 22, 2018.

27, 2020. If you hold your shares in “street name” through an account with a bank, broker or other entity, your ability to provide voting instructions by telephone depends on the voting process of the bank, broker or other entity through which you hold the shares. Please follow their directions carefully.
By Mail—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.
If you hold your shares in “street name” through an account with a bank, broker or other entity, your ability to provide voting instructions by mail depends on the voting process of the bank, broker or other entity through which you hold the shares. Please follow their directions carefully.
At the Annual Meeting—Meeting. Shares held directly 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” through an account with a bank, broker or other entity may be voted by you in person at the Annual Meeting only if you obtain a legal proxy from the bank, broker or other agententity 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 Ratificationratification of PriceWaterhouseCoopers LLP as the Company'sCompany’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, 1 YEAR frequency, on a non-binding basis,FOR approval of holding future advisory votes to approve the compensation of our named executive officersName Change Proposal 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 nine members. AtCurrent director Holly A. Van Deursen, who has served as a director since 2008, will be retiring from the Board of Directors at the Meeting, at which time the size of the Board of Directors will be reduced from nine to eight. Directors are elected annually for one-year terms. Accordingly, at the Meeting, eight directors will be elected to serve until the next annual meeting of shareholders and until their successors shall be elected and qualified. The Board of Directors has nominated the eight individuals listed below for election as directors at the Meeting, each of whom is presently serving as a director of the Company. 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.below, unless otherwise instructed by a shareholder in a completed proxy that is timely submitted. 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
Randal W. Baker, Chief Executive Officer 54 2016
Gurminder S. Bedi, Director 70 2008
Danny L. Cunningham, Director 62 2016
E. James Ferland, Director 50 2014
Richard D. Holder, Director 54 2017
R. Alan Hunter, Jr., Director 70 2007
Robert A. Peterson, Chairman of the Board, Director 61 2003
Holly A. Van Deursen, Director 58 2008
Dennis K. Williams, Director 71 2006
Directors standing for re-election Age Director Since
Alfredo Altavilla, Director 56 2018
Judy L. Altmaier 58 2019
Randal W. Baker, President and Chief Executive Officer 56 2016
J. Palmer Clarkson, Director 62 2018
Danny L. Cunningham, Director 64 2016
E. James Ferland, Non-Executive Chairman of the Board 53 2014
Richard D. Holder, Director 56 2017
Sidney S. Simmons, Director 61 2018
Alfredo Altavilla—Mr. Altavilla retired from a 29-year career at Fiat Chrysler in August 2018, mostly recently having served as Chief Operating Officer, Europe, Africa and Middle East and Head, Business Development, Fiat Chrysler Automobiles. Prior to that role, he served as Chief Executive Officer of Iveco, Fiat Chrysler’s trucks and commercial vehicles business. Mr. Altavilla brings extensive operating, business development, new product development and acquisition experience to the Board. His expertise in doing business in Europe and the Middle East also provides insights critical to the Board’s oversight of Company operations and growth strategies in those markets. Mr. Altavilla currently is on the boards of Recordati SpA, where he serves as Vice-Chairman, and Tim SpA, both of which are listed on the Milan stock exchange. He also is a Senior Advisor to CVC Capital Partners.
Judy L. Altmaier—Ms. Judy L. Altmaier served as the President of Exmark Manufacturing Co., a subsidiary of The Toro Company, from 2013 until her retirement in January 2019. Prior to that, she was Vice President, Operations and Quality Management of The Toro Company, or Toro, from 2009 until 2013. Before joining Toro, she spent more than 25 years with Eaton, holding positions of increasing responsibility including Vice President of Operations, Auto Group Americas during 2009 and Vice President, General Manager Global Engine Valve Division in Turin, Italy from 2007 until 2009. Ms. Altmaier joined Eaton in 1983 as an accountant. Ms. Altmaier has joined the Company’s Board because of her industry experience in manufacturing, operations, supply chain management, mergers and acquisitions and product development and strategy, including in the areas of automation and electrification, developed over her career with The Toro Company and Eaton. In addition, she brings significant experience in international operations and execution of growth initiatives. Ms. Altmaier serves on the Board of Allison Transmission Holdings, Inc. and is a member of its Finance and Compensation committees.
Randal W. Baker—Mr. Baker was appointed President and Chief Executive Officer of the Company in March 2016. Prior to joining the Company, Mr. Baker held multiple roles during a six yearhis six-year tenure at Joy Global, including most recently as Chief Operating Officer. Prior to Joy Global, Mr. Baker was an executive with Case New Holland Inc., holding a variety of roles including President and CEO of its agricultural equipment business. Mr. Baker also held diverse leadership roles in marketing, sales, product development and engineering at Komatsu America Corporation, Ingersoll-Rand and Sandvik Corporation.

Gurminder S. Bedi—Mr. Bedi serves on Among other insights, his understanding of the board of directors of Kemet Corporation and Blue Bird Corporation and is a retired Vice President of Ford Motor Company. He previously served on the board of directors of Compuware Corporation. Mr. Bedi served in a variety of managerial positions at Ford Motor Company for more than thirty years and holds degrees in mechanicalCompany’s markets, engineering and new product development background and operational expertise assist the Board in setting the Company’s strategy and monitoring performance.
J. Palmer Clarkson—Mr. Clarkson is President and Chief Executive Officer of Bridgestone HosePower LLC, a Florida-based industrial hose service company. Founded by Mr. Clarkson in 1990 and acquired by Bridgestone Hose in 2014, HosePower is the largest U.S. based service provider of hydraulic and industrial hoses used in construction machinery, mining, oil field equipment and general industrial applications. His areas of expertise include financial and operational management, distribution and dealer channel management, business administration.development and capital allocation. Mr. Bedi’s broad experience in manufacturing operationsClarkson brings a significant understanding of the Company’s tools business and international business,sales channels to the Board as well as his automotivestrong financial and commercial truck market background are key contributions to the Board.accounting experience. Mr. BediClarkson has been a director of CNX Resources Corporation since May 2017. He was also brings to the Board a familiarity with the challenges facing large, international public companies, as well as private equity groups (which are the sourcedirector of some of the Company’s business acquisitions).

CONSOL Energy Inc. from May 2017 through November 2018.
Danny L. Cunningham—Mr. Cunningham is a retired Partner and former Chief Risk Officer of Deloitte & Touche, LLP, a multinational public accounting firm. He has more than 30 years of experience serving public audit clients in a broad array of industries, including manufacturing. He has practiced in both the United States and China. Mr. Cunningham bringspossesses expertise in the


areas of financial reporting, auditing, accounting and auditing matters,risk management and also brings a strong knowledge of corporate transactions and a global perspective to the Board.

He also serves on the Board of WEC Energy Group and is a member of its Audit Committee.
E. James Ferland—Mr. Ferland is the retired Chairman and Chief Executive Officer of Babcock & Wilcox Enterprises, Inc. (“B&W”), a provider of energy and environmental products and services for power and industrial markets worldwide. Mr. Ferland hasHe held this position sincethose positions from July 2015, when B&W was spun-off from Thethe Babcock & Wilcox Company.Company, until 2018. Mr. Ferland was President and Chief Executive Officer of The Babcock & Wilcox Company from 2012 through the date of the spin-off. He also served as a director during this time. Mr. Ferland also previously held various leadership roles with Westinghouse Electric Company, LLC and PNM Resources, Inc. With more than 25 years of senior management and engineering experience in diversified industries, Mr. Ferland brings to the Board extensive operations, financial and acquisition experience, knowledge of the energy markets and valuable perspectives from leading a global public company. Mr. Ferland is also a director at B&W.

Richard D. Holder—Mr. Holder —Mr. Holder iswas most recently President and Chief Executive Officer of NN Inc, a diversified industrial manufacturing company. Mr. Holder has held this position since joining NN incompany, from June 2013. Mr. Holder2013 to September 2019. He is a seasoned executive with more than 25 years of international experience across a diverse set of industries and disciplines. Prior to NN, Inc., Mr. Holder held a variety of leadership positions during his twelve yeartwelve-year tenure at Eaton Corporation, where he last served as President of Eaton Electrical Components Group, a unit of Eaton’s Electrical Sector. Prior to joining Eaton, he held a variety of leadership roles at US Airways, AlliedSignal and Parker Hannifin. As a sitting Chief Executive Officer, Mr. Holder brings to the Board a unique perspectiveperspectives from recently leading a global public company, along with extensive business, financial and industry experience. Mr. Holder is alsowas a director forof NN, Inc. from 2013 through 2019.



R. Alan Hunter, Jr.—Sidney S. Simmons—Mr. HunterSimmons is a retired executive from Stanley Black & Decker whereseasoned corporate attorney with over 35 years of experience. He provides legal counseling to a range of corporate clients, assisting them, among other matters, with mergers and acquisitions, business planning and structuring, and negotiating and implementing complex business transactions. In addition to his deep and broad knowledge and his experience in executing commercial transactions, he last served as Presidentbrings experience in corporate governance and Chief Operating Officer from 1993 through 1997,legal and regulatory compliance to the Board’s deliberations as well as Vice President Financeexperience in recruiting and Chief Financial Officer from 1986 to 1993. With over twenty yearsretaining executive talent. He has a long history of experience at The Stanley Works, Mr. Hunter bringsvolunteer service with various national and local organizations, some of which include serving as a strong financial backgroundtrustee for Catholic Charities USA and thorough knowledge of the industrial tool industry to the Board. The Board also benefits from his considerable international business experience, especially related to finance, operations, business development and strategy. Mr. Hunter currently serves on the board of trustees of four mutual fund groups managed by MassMutual Financial Group.

Robert A. Peterson—Mr. Peterson held the position ofas Chairman of the Board of Barrier Safe Solutions International, Inc, formerly a private equity owned business, from 2011 until it was sold to Ansell LimitedDirectors of St. Vincent’s Health System, Inc., in 2014. Mr. Peterson was President and Chief Executive Officer of Norcross Safety Products, a private equity owned business, since its inception in 1995 until it was sold to Honeywell in 2008. Prior to that he held executive level leadership positions with a number of firms including Farley Industries and Wright Line, after beginning his career at Ernst & Young. Mr. Peterson’s extensive finance, mergers and acquisition and private equity background has been beneficial to the Board in evaluating financial performance and strategic acquisitions. Additionally, his manufacturing and distribution industry experience is a good fit for the businesses included in the Company’s Industrial segment.

Holly A. Van Deursen—Ms. Van Deursen was most recently an executive in the petrochemical industry, having held a variety of leadership positions at both British Petroleum and Amoco Corporation. She was Group Vice President of Petrochemicals for British Petroleum from 2003 to 2005 and Group Vice President of Strategy from 2001 to 2003. Ms. Van Deursen has extensive experience in the oil & gas industry, which provides the Board with insight on our businesses in the Energy segment. Her experience in strategic analysis and corporate governance further enhances her ability to add value to our Board. She is currently a director of Bemis Company, Inc., Petroleum Geo-Services and Capstone Turbine Corporation.

Dennis K. Williams—Mr. Williams is a retired President and Chief Executive Officer (2000 to 2005) and Chairman of the Board (2000 to 2006) of IDEX Corporation. Prior to that he held several executive level roles at General Electric. Mr. Williams brings to the Board considerable experience and insight into issues facing large international public companies, knowledge specific to our markets (with over thirty years experience in our industries) and a strong track record of growing businesses. Mr. Williams’ background as an executive of a global company also lends a valuable perspective to the Board on executive compensation, financial matters and business innovation. Mr. Williams is currently a director of Owens-Illinois, Inc. and Ametek, Inc.

Jacksonville, Florida.
 
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEVOTING “FOR” THE ELECTION OF THE NINEEIGHT NOMINEES.


PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP, an independent registered public accounting firm, performed an audit of our consolidated financial statements for the fiscal year ended August 31, 20172019 and the effectiveness of our internal control over financial reporting as of August 31, 2017.2019. The Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal 2018year ending August 31, 2020 and the Audit Committee is presenting this selection to shareholders for ratification.

Shareholder ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor is not required by the Company'sCompany’s bylaws, however, the Audit Committee is submitting the selection of PricewaterhouseCoopers LLP for shareholder ratification because the Audit Committee values shareholders’ views on the Company’s independent auditors. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP. The Audit Committee also retains the right to direct the appointment of a different independent accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.
A representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting and will have the opportunity to make a statement and respond to appropriate questions.
 
OUR BOARD OF DIRECTORS RECOMMENDS A VOTEVOTING “FOR” RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS.


PROPOSAL 3
VOTE UPON AN AMENDMENT TO THE ACTUANT CORPORATION 2017 OMNIBUS INCENTIVE PLAN

Introduction

On October 17, 2017, our Board of Directors approved, subject to shareholder approval, the First Amendment to the Actuant Corporation 2017 Omnibus Incentive Plan (the “Omnibus Plan”), which amends the permitted terms for Performance-Based Awards under Section 11 of the Omnibus Plan and provides that cash-based incentive awards may be granted as Performance-Based Awards under the Omnibus Plan. A “Performance-Based Award” is an equity-based or cash-based award granted in a manner such that it qualifies for the performance-based compensation exemption from Section 162(m) of the Code.

Previously, the Compensation Committee has awarded cash incentive compensation under the Actuant Corporation Executive Officer Bonus Plan. We are seeking shareholder approval so that both equity-based and cash-based awards be granted under the Omnibus Plan as Performance-Based Awards, which will simplify and unify our plan administrative practices.

If the Amendment is approved by our shareholders, all equity-based and cash-based awards that are intended to qualify as “performance-based compensation” will be granted as Performance-Based Awards under the Omnibus Plan after the 2018 Annual Meeting. In addition, no further awards would be made under the Actuant Corporation Executive Officer Bonus Plan.

If the Amendment is not approved, we will be unable to grant future cash-based incentive awards under the Omnibus Plan or Executive Officer Bonus Plan as “performance-based compensation” exempt from the $1 million deduction limitation under Section 162(m).

Material Terms for Performance Goals under Performance-Based Awards

As defined in the tax rules, stockholders must approve each of the material terms of performance goals if the Company is to obtain tax deductions for the specified forms of performance-based compensation for executives whose total annual compensation exceeds $1 million, including (i) the employees eligible to receive compensation, (ii) the description of the business performance criteria on which the performance goals are based and (iii) the maximum amount of performance-based compensation that can be paid to an employee. Each of these aspects is discussed below.

The following is a summary of the material features of the Amendment. The following summary is qualified in its entirety by reference to the terms of the Amendment, which is attached to this proxy statement as Exhibit A.

Group of Employees Covered

Only executive officers shall be eligible to receive cash-based incentive compensation in the form of Performance-Based Awards.

Performance Criteria

The Amendment sets forth a unified set of performance criteria when granting either cash-based or equity-based incentive compensation as Performance-Based Awards under the Omnibus Plan. Performance criteria that can be used for Performance-Based Awards (collectively “Performance Objectives”) may be absolute in their terms or measured against or in relationship to other companies or other external or internal measures. Performance Objectives may be designated to include or exclude the impact of extraordinary charges, losses from discontinued operations, restatements and accounting changes and other special charges such as restructuring expenses, currency fluctuations, acquisitions and divestitures and related expenses (including without limitation expenses related to goodwill and other intangible assets), exchange rate effects, the effect of changes in tax laws, corporate tax rates, accounting principles or other applicable laws, foreign exchange gains and losses, stock offerings, stock repurchases, strategic loan loss provisions, a change in the Company's fiscal year, litigation or claim judgments or settlements, and other unusual, transition, one-time and/or non-recurring items of gain or loss that are separately identified and quantified in the Company’s audited financial statements. However, notwithstanding the preceding sentence, unless the Compensation Committee determines otherwise prior to the end of the applicable time for establishing Performance Objectives for an Award under Section 162(m), to the extent any such item affects any Performance Objective applicable to a Performance-Based Award, such item shall be automatically excluded or included in determining the extent to which a performance goal has been achieved, whichever will produce the higher payout under an Award (subject to any exercise of “negative discretion” by the Compensation Committee solely with respect to cash-based incentive compensation).

Performance Objectives with respect to a Performance-Based Award may include any one or more of the following objectives or combination thereof (or an equivalent metric), as established by the Compensation Committee in its sole discretion: (i) achieving a target level of Company net sales; (ii) achieving a target level of earnings (including net earnings; gross earnings; earnings before


certain deductions, such as interest, net financing costs, taxes, depreciation, or amortization; or earnings per share or diluted earnings per share); (iii) achieving a target level of income (including net income or income before consideration of certain factors, such as overhead) or a target level of profit margin or profits (operational, net or gross profits for the Company, an Affiliate, or a business unit) ; (iv) achieving a target return on the Company’s (or an Affiliate’s) sales, revenues, capital, assets, or shareholders’ equity; (v) revenue growth (whether including or excluding the impact of foreign currency translation changes), (vi) maintaining or achieving a target level of appreciation in the price of the shares of Common Stock; (vii) achieving a target market share for the Company (or an Affiliate); (viii) achieving or maintaining a share price that meets or exceeds the performance of specified stock market indices or other benchmarks over a specified period; (ix) achieving a level of share price, earnings, or income performance that meets or exceeds performance in comparable areas of peer companies over a specified period; (x) achieving specified reductions in costs or targeted levels in costs; (xi) achieving specified improvements in collection of outstanding accounts or specified reductions in non-performing debts; (xii) achieving a level of cash flow or working capital; (xiii) introducing one or more products into one or more new markets; (xiv) acquiring a prescribed number of new customers in a line of business; (xv) achieving a prescribed level of productivity within a business unit; (xvi) completing specified projects within or below the applicable budget; (xvii) completing acquisitions of other businesses or integrating acquired businesses; (xviii) expanding into other markets; (xix) asset carrying charge, as defined in the Bonus Plan or otherwise; (xxi) free cash flow and (xxii) net assets employed, as defined in the Bonus Plan or otherwise. Any criteria used may be measured, as applicable, (A) in absolute terms, (B) in relative terms (including without limitation by the passage of time, comparison of the Company’s performance as to one or more of the objectives listed above against another listed objective (such as EBITDA as a percentage of sales) and/or against another company or companies), (C) on a per-share basis, (D) against the performance of the Company as a whole or a segment of the Company, (E) on a pre-tax or after-tax basis, and/or (F) on a GAAP or non-GAAP basis.

Cash Incentive Awards

The Amendment also allows for Cash Incentive Awards to be granted under the Omnibus Plan. A “Cash Incentive Award” is a cash bonus opportunity awarded by the Compensation Committee pursuant to which an executive officer may become entitled to receive an amount of cash denominated in U.S. dollars or another currency based on satisfying one or more performance goals and vesting requirements as are specified in the Award Agreement or, if no Award Agreement is entered into with respect to the Cash Incentive Award, other documents evidencing the Award. A Cash Incentive Award may, but need not, be granted as a Performance-Based Award under Section 11 of the Plan. Cash Incentive Awards may be granted alone or in tandem with other awards granted under the Omnibus Plan. Cash Incentive Awards may be granted only to executive officers.

Per-Person Maximum Limits

An executive officer may receive no more than $2,500,0000 with respect to a Cash Incentive Award during a calendar year. All other limits under the Omnibus Plan for other forms of Performance-Based Awards will remain the same under the Amendment. In any calendar year, an eligible employee or director may receive, under the Omnibus Plan, stock options or stock appreciation rights with respect to no more than 1,000,000 shares of our common stock. In addition, in any calendar year, an eligible employee or director may receive restricted stock, restricted stock units, unrestricted grants of shares or other similar awards (whether performance-based or time-vested) with respect to no more than 500,000 shares of our common stock. Notwithstanding the foregoing, for an eligible outside director, the aggregate grant date fair value of awards granted to such an individual under the Omnibus Plan, as amended, during any calendar year, along with any regular cash retainer or meeting fees paid to such individual during the calendar year, shall not exceed $700,000. In the event an individual employee becomes an outside director (or vice versa) during a calendar year, the limit set forth in the immediately preceding sentence shall not apply to awards granted to such an individual in the individual’s capacity as an employee.

Summary of Other Plan Provisions

The following is a summary of the other material terms of the Omnibus Plan, which was approved by stockholders at the 2017 Annual Meeting. A copy of the Omnibus Plan can be accessed at: https://www.sec.gov/Archives/edgar/data/6955/000000695516000087/atuproxyfy2016.htm.

Types of Awards

Awards under the Plan may consist of any combination of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash incentive awards. As used in this section, the phrase “other stock-based awards” means all awards other than stock options, stock appreciation rights, restricted stock and restricted stock units.

Share Reserve
Our shareholders approved 4,325,000 shares of our common stock for awards under the Omnibus Plan at the Company’s 2017 Annual Meeting.   This amount was in addition to the number of shares of our common stock subject to awards outstanding under our


preexisting stock plans that become available for future grant under the Omnibus Plan because they are forfeited or cancelled.  The number of shares that remained available for grant under the Plan and all other equity compensation plans we sponsor as of the end of our last fiscal year are set forth below following this Proposal under the heading “Equity Compensation Plan Information.”

Administration

The Omnibus Plan will be administered by the Compensation Committee of our Board of Directors. The Omnibus Plan gives the Compensation Committee discretion to make awards under the Omnibus Plan, to determine the type, size and the terms of awards, to determine the criteria for vesting and exercisability, to establish rules for the administration of the Omnibus Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Omnibus Plan.

Eligibility

The persons who are eligible to participate in the Omnibus Plan include directors and employees (including officers) of the Company and its subsidiaries. Approximately 400 employees and 8 non-management directors are eligible to participate in the Plan. However, only non-employee directors and employees selected by the Compensation Committee will be granted awards under the Plan. The number of eligible employees is expected to increase over time based upon the future growth and needs of the Company.

Stock Options

Stock options granted under the Omnibus Plan may be either incentive stock options, which are intended to satisfy the requirements of Section 422 of the Internal Revenue Code, or non-qualified stock options, which are not intended to meet those requirements. The exercise price of a stock option may not be less than 100% of the fair market value of our common stock on the date of grant and the term may not be longer than 10 years, subject to certain rules applicable to incentive stock options; provided, that if a stock option other than an incentive stock option has an expiration date within 3 days of a Company “black-out period,” the expiration date of such stock option shall be extended for a period of 30 days following the end of the “black-out period” or such longer period as permitted by the Compensation Committee. The Omnibus Plan prohibits the repricing of outstanding stock options. Grantees will not be entitled to receive any dividends or other distributions paid with respect to a stock option. Award agreements for stock options may include rules for the effect of a termination of service on the option and the term for exercising stock options after any termination of service. No option may be exercised after the end of the term set forth in the award agreement.

Stock Appreciation Rights

A stock appreciation right entitles the grantee to receive, with respect to a specified number of shares of common stock, any increase in the value of the shares from the date the award is granted to the date the right is exercised. The base price of a stock appreciation right may not be less than 100% of the fair market value of our common stock on the date of grant and the term may not be longer than 10 years. Except as otherwise provided by the Compensation Committee, stock appreciation rights will only be settled in shares of our common stock. Grantees will not be entitled to receive any dividends or other distributions paid with respect to a stock appreciation right. Award agreements for stock appreciation rights may include rules for the effect of a termination of service on the stock appreciation right and the term for exercising stock appreciation rights after any termination of service. No stock appreciation right may be exercised after the end of the term set forth in the award agreement.

Restricted Stock

Restricted stock is common stock that is subject to restrictions, including a prohibition against transfer and a substantial risk of forfeiture, until the end of a “restricted period” during which the grantee must satisfy certain vesting conditions (which may include attaining certain performance goals). Unless otherwise determined by the Compensation Committee, if the grantee does not satisfy the vesting conditions by the end of the restricted period, the restricted stock will be forfeited. Restricted stock awards in excess of 5% of the number of shares available for awards under the Omnibus Plan that are conditioned on a participant’s continued employment with the Company or one of its affiliates will not become vested earlier than one year from the date of grant.  During the restricted period, the holder of restricted stock has the right to vote the shares of restricted stock but will not have the right to receive dividends with respect to such shares, unless, in each case, otherwise provided for by the Compensation Committee.

Restricted Stock Units

A restricted stock unit entitles the grantee to receive common stock after a “restricted period” during which the grantee must satisfy certain vesting conditions (which may include attaining certain performance goals). Unless otherwise determined by the Compensation Committee, if the grantee does not satisfy the vesting conditions by the end of the restricted period, the restricted stock unit will be forfeited. The Compensation Committee is authorized (but not required) to grant holders of restricted stock units the right to receive dividend equivalents on the underlying common stock. Awards of restricted stock units in excess of 5% of the number of


shares available for awards under the Omnibus Plan that are conditioned on a participant’s continued employment with the Company or one of its affiliates will not become vested earlier than one year from the date of grant.

Other Equity-Based Awards

The Omnibus Plan also authorizes the Compensation Committee to grant other types of equity-based compensation, including deferred stock units, unrestricted shares, and other awards that are convertible into our common stock. For example, the Compensation Committee may grant awards that are based on the achievement of performance goals. Other such awards in excess of 5% of the number of shares available for awards under the Omnibus Plan that are conditioned upon a participant's continued employment with the Company or one of its affiliates will not become vested earlier than one year from the date of grant.

Amendment and Termination

Our Board may amend or terminate the Omnibus Plan at any time. No amendment that increases the total number of shares of common stock that may be granted under the Omnibus Plan, increases the maximum number of shares of common stock that may be issued to any individual participant, or amends the Omnibus Plan provision that prohibits repricing of options or stock appreciation rights without shareholder approval will be effective unless it is approved by our shareholders. Without the consent of an affected participant, no action may adversely affect in a material manner any right of such participant under any previously granted award.

Tax Information

Equity-based and cash-based awards granted under the Omnibus Plan may be, but are not required to be, structured to qualify as performance-based compensation under Section 162(m) of the Code. Awards must satisfy the conditions set forth in Section 162(m) of the Code to qualify as “performance-based compensation”, and stock options and other awards must be granted under the Omnibus Plan by a committee consisting solely of two or more “outside directors” (as defined under Section 162(m) regulations) and must satisfy the Omnibus Plan’s limit on the total number of shares that may be awarded to any one participant during a year. For awards other than stock options and stock appreciation rights to qualify, the grant, issuance, vesting, or retention of the award must be contingent upon satisfying one or more of the performance criteria set forth in the Omnibus Plan, as established and certified by a committee consisting solely of two or more “outside directors.” The rules and regulations promulgated under Section 162(m) are complicated and subject to change from time to time, and may apply with retroactive effect. In addition, a number of requirements must be met in order for particular compensation to so qualify. As such, there can be no assurance that any compensation awarded or paid under the Plan will be deductible under all circumstances.

New Plan Benefits

Because of the discretionary nature of any future awards to executive officers under the Plan, the amount of awards to be made after the 2018 Annual Meeting is not determinable at this time.

Reasons for Approval

The Board of Directors believes that the approval of the Amendment will benefit the Company by simplifying plan administration and allowing our Compensation Committee to grant compensation in ways that will preserve tax deductions for the Company on certain types of equity-based and cash-based incentive compensation.

Vote Required for Approval

A quorum being present, the affirmative vote of a majority of the votes cast is necessary to approve the material terms of the performance goals and provision for cash awards under the Omnibus Plan.


OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO THE ACTUANT CORPORATION 2017 OMNIBUS INCENTIVE PLAN.



PROPOSAL 4
ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are asking our shareholders to approve, on a non-binding advisory basis, the compensation of our Namedthe executive officers named in the Summary Compensation Table included in this proxy statement (the “Named Executive Officers ("NEOs"Officers” or “NEOs”), as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables and narrative discussion contained in this proxy statement. The Compensation Committee has overseen the development and implementation of our executive compensation programprograms, which isare designed to drive long-term success and increase shareholder value. We utilize our executive compensation programprograms to provide competitive compensation within our industry peer group that will attract and retain executive talent, encourage our leaders to perform at a high level by linking compensation with financial and performance milestones and align our executive compensation with shareholders’ interests through the use of equity-based incentive awards.
Our overall executive compensation program is founded on three guiding principles, which we believe emphasizesemphasize a pay for performancepay-for-performance philosophy:
Executive compensation is aligned with our overall business strategy of driving growth opportunities and improving operating metrics, focusing on sales, earnings, cash flow and return on invested capital.

Key executives responsible for establishing and executing our business strategy should have incentive compensation opportunities that align with long-term shareholder value creation. Performance equity awards, a compensation clawback policy, stock ownership requirements and multi-year vesting periods on equity awards are important components of that alignment.

•
Our overall compensation targets reflect our intent to pay executive Total Direct Compensation (base salary, annual bonus opportunity and the value of share based awards) at approximately the 50th percentile of pay. In some cases, to attract and retain top talent, we may set target compensation over market rates (generally not to exceed the 75th percentile) to align with an individual’s experience profile and reflect the complexities of certain roles.
We believe that our pay-for-performance objectives result in compensation that reflects our financial results, stock price performance and other performance objectives described in the Compensation Discussion and Analysis. Accordingly, the Board of Directors requests our shareholders to approve, on an advisory basis, the compensation of our NEOs. Although the outcome of this advisory vote is non-binding, the Compensation Committee and the Board of Directors will review and consider the outcome, among other factors, when making future compensation decisions for our NEOs.
 
OUR BOARD OF DIRECTORS RECOMMENDS A VOTEVOTING “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND THE ACCOMPANYING COMPENSATION TABLES AND NARRATIVE DISCUSSION CONTAINED IN THIS PROXY STATEMENT.




PROPOSAL 54
ADVISORY VOTE ONAPPROVAL OF THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERSNAME CHANGE PROPOSAL

As required by Section 14A of the Securities Exchange Act of 1934, we are asking our shareholders to vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve the compensation of our named executive officers. Specifically, shareholders may vote on whether the advisory vote to approve the compensation of our named executive officers should occur every one, two or three years.
The Board of Directors has given serious consideration to the recommended frequency of future advisory votes on the compensation of our named executive officers, including consideration of the results of prior shareholder voting specific to advisory votes on the frequency of approving the compensation of our named executive officers. After considering the benefits and consequences of each option for holding the advisory vote on the compensation of our named executive officers,On October 29, 2019, the Board of Directors recommendsunanimously adopted a resolution to amend, and to recommend that the shareholders approve, holdingan amendment to Article I of the advisory vote onCompany’s Restated Articles of Incorporation, as amended (the “Restated Articles of Incorporation”) for the compensationpurpose of changing the Company’s corporate name from “Actuant Corporation” to “Enerpac Tool Group Corp.” Specifically, this Name Change Proposal would amend Article I of the Restated Articles of Incorporation as set forth below, with additions indicated by underlining and deletions by strike through:
“The name of the Corporation is Actuant CorporationEnerpac Tool Group Corp.”
Reasons for Name Change
In anticipation of the completion of the sale of the principal businesses comprising our named executive officers once every year.former Engineered Components & Systems (“EC&S”) segment, in September 2019 we adopted the business name “Enerpac Tool Group” to simplify and accelerate the Company’s continued progression toward becoming a premier pure-play industrial tools and services company with the Enerpac brand at its core. Although we adopted the new business name, a change in our legal, corporate name requires that we amend the Restated Articles of Incorporation to reflect that change in name.
Effects of Name Change
An annual advisory vote onIf the compensationshareholders approve the proposed amendment to the Restated Articles of our named executive compensationIncorporation, the amendment will allowbecome effective upon the filing of articles of amendment to the Restated Articles of Incorporation with the Wisconsin Department of Financial Institutions, which would be filed at some time after the Meeting.
While the name change will cause us to obtain information on shareholders’ views of the compensation of our named executive officers on a current basis. Additionally, an annual advisory vote on the compensation of our named executive officers will provideincur certain modest costs, the Board of Directors believes that any potential confusion and costs associated with the name change will be minimal and will be outweighed by the benefits of the name change.
The name change will not have any effect on the rights of our existing shareholders. In addition, changing our name will not affect the validity or transferability of stock presently outstanding, and the Compensation CommitteeCompany’s shareholders will not be required to exchange any certificates presently held by them. In the future, new stock certificates will be issued reflecting the new name.
In connection with more direct input from shareholders on our executive compensation policies, practices and procedures. Finally, an annual advisory voteadoption of the “Enerpac Tool Group” business name, our Class A common stock began trading on the compensationNew York Stock Exchange under the ticker symbol “EPAC” on October 7, 2019. The New York Stock Exchange has confirmed that the change in our legal, corporate name to “Enerpac Tool Group Corp.” upon the effectiveness of the proposed amendment to the Restated Articles of Incorporation will not require any further change in our ticker symbol. However, the CUSIP number identifying the shares of our named executive officers is consistent with our objectives of engaging in regular dialogue with our shareholders on corporate governance matters, including our executive compensation philosophy, policies and programs.
For the reasons discussed above, the Board of Directors recommends that shareholders vote in favor of holding an advisory vote on the compensation of our named executive officers once every year. When voting on the frequencyClass A common stock will change as a result of the advisory vote on the compensation ofproposed change in our named executive officers, shareholders should understand that they are not voting “for” or “against” the recommendation of the Board of Directors to hold the advisory vote once every year. Rather, shareholders will have the option to choose whether to approve holding future advisory votes on the compensation of our named executive officers every one, two or three years, or to abstain entirely from voting on the matter.legal, corporate name.
Although the outcome of the advisory vote on the frequency of the advisory vote on the compensation of our named executive officers is non-binding, our Board of Directors will review and consider the outcome of the vote, among other factors, when making future decisions regarding the frequency of advisory votes on executive compensation.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTEVOTING “FOR” APPROVAL OF “1 YEAR” FOR THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.NAME CHANGE PROPOSAL.



CERTAIN BENEFICIAL OWNERS
 
The following table sets forth, as of October 15, 2017,2019, unless otherwise indicated, certain information with respect to the beneficial ownership of common stock by persons known by the Company to beneficially own more than 5% of the outstanding shares of our Class A common stock, by the directors, and nominees for director, by each executive officer of the Company named in the Summary Compensation Table below and by the Company’s current executive officers and directors as a group. Shares are deemed to be beneficially owned by any person or group who has the power to vote or direct the vote or the power to dispose or direct the disposition of such shares, or who has the right to acquire beneficial ownership thereof within 60 days:

Beneficial Owner (1) 
Amount and
Nature
   
Percent of
Class
Five Percent Shareholders:      
Blackrock, Inc.
    55 East 52nd Street
    New York, NY 10022

 6,928,942 (2) 11.6%
Southeastern Asset Management, Inc.
    6410 Poplar Avenue, Suite 900
    Memphis, TN 38119
 5,900,024 (2) 9.9%
Vanguard Group, Inc.
    100 Vanguard Boulevard
    Malvern, Pennsylvania 19355
 5,310,943 (2) 8.9%
Pzena Investment Management, LLC
320 Park Avenue, 8th 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:      
Randal W. Baker, President and Chief Executive Officer 39,876 (3) *
Gurminder S. Bedi, Director 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 22,758 (7) *
Richard D. Holder, Director —   *
R. Alan Hunter, Jr., Director 79,258 (8) *
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 31,905 (12) *
Eugene E. Skogg, Former Executive Vice President, Human Resources 116,704 (13) *
Holly A. Van Deursen, Director 69,147 (14) *
Dennis K. Williams, Director 76,122 (15) *
       
All Directors and Current Executive Officers as a group (13 persons) 652,360 (16) 1.1%
Beneficial Owner (1)
 
Amount and
Nature
   
Percent of
Class
More Than Five Percent Shareholders:      
Blackrock, Inc.
    55 East 52nd Street
    New York, New York 10055
 7,679,988
 (2) 12.7%
Vanguard Group, Inc.
    100 Vanguard Boulevard
    Malvern, Pennsylvania 19355		 6,460,185
 (2) 10.7%
Southeastern Asset Management, Inc.
    6410 Poplar Avenue, Suite 900
    Memphis, Tennessee 38119
 5,900,024
 (2) 9.8%
Wellington Management Company, LLP
    208 Congress Street
    Boston, Massachusetts 02210
 5,236,717
 (2) 8.7%
Pzena Investment Management, LLC
320 Park Avenue, 8th Floor
New York, New York 10022
 4,345,098
 (2) 7.2%
Clarkson Capital Partners, LLC
91 West Long Lake Road
Bloomfield Hills, Michigan 48304		 3,208,074
 (2) 5.3%
       
Named Executive Officers and Directors:      
Alfredo Altavilla, Director 3,000
   *
Judy L. Altmaier, Director —
   *
Randal W. Baker, President and Chief Executive Officer 150,958
 (3) *
J. Palmer Clarkson, Director 4,719
   *
Danny L. Cunningham, Director 17,528
 (4) *
Rick T. Dillon, Executive Vice President and Chief Financial Officer 21,360
 (5) *
E. James Ferland, Non-Executive Chairman of the Board of Directors 36,204
 (6) *
Richard D. Holder, Director 3,831
   *
Fabrizio Rasetti, Executive Vice President, General Counsel and Secretary 2,848
   *
Roger A. Roundhouse, Former Executive Vice President, Engineered Components & Systems 65,130
 (7)  
John Jeffrey Schmaling, Executive Vice President, Industrial Tools & Services 2,263
   *
Sidney S. Simmons, Director 5,014
 (8) *
Holly A. Van Deursen, Director 60,887
 (9) *
       
All Directors and Current Executive Officers as a group (13 persons) 308,612
 (10) *
                              
*Less than 1%.
 
(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,Such information is as of September 30, 2017,2019 and is based on a report issued to the Company by a third partythird-party service provider.
(3) 
Includes 2023 shares held in the 401(k) Plan. Also includes 60,221 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2019. Excludes 1,0802,268 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuantthe Company’s Class A common stock no less than six months following termination of employment. Mr. Baker does not have any voting or dipositive power with respect to the phantom stock units.
(4) 
Includes 5,000 shares held by a trust. Also includes 51,7492,930 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2017.
(5)
2019. Includes 3,2268,355 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuantthe Company’s Class A common stock, generally within 60 days following the director’s termination of service.
(6)(5) 
Includes 7031,335 shares held in the 401(k) Plan. Excludes 397804 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuantthe Company’s Class A common stock no less than six months following termination of employment. Mr. Dillon does not have any voting or dispositive power with respect to the phantom stock units.


(7)(6) 
Includes 8,09911,029 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2017.2019. Also includes 5,79410,067 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuantthe Company’s Class A common stock, generally within 60 days following the director’s termination of service.
(8)(7) 
Includes 59,749201 shares held in the 401(k) Plan. Also includes 25,282 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2017. Also includes 7,3732019. Excludes 1,099 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in the Company's Class A common stock no


less than six months following termination of employment. Mr. Roundhouse does not have any voting or dipositive power with respect to the phantom stock units.
(8)
Includes 5,014 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuantthe Company’s Class A common stock, generally within 60 days following the director’s termination of service.
(9) 
Includes 7406,025 shares held in the Employee Stock Purchase Plan and 2,250 shares held by his children through custodians.an individual IRA account. Also, includes 360,38828,959 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2017.
(10)
Includes 16,400 shares held in an individual IRA account and 6,000 shares held in trusts for his children.2019. Also includes 59,749 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2017. Also includes 33,1406,524 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuantthe Company’s Class A common stock, generally within 60 days following the director’s termination of service.
(11)(10) 
Includes 7596,025 shares held in an individual IRA account and 1,358 shares held in the 401(k) Plan. Also includes 56,009103,139 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2017. Excludes 1,9542018. Also includes 29,960 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuant common stock no less than six months following termination of employment. Mr. Rennie does not have any voting or dipositive power with respect to the phantom stock units.
(12)
Includes 174 shares held in the 401(k) Plan. Also includes 7,331 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2017. Excludes 591 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuant common stock no less than six months following termination of employment. Mr. Roundhouse does not have any voting or dipositive power with respect to the phantom stock units.
(13)
Includes 17,514 shares held in individual IRA accounts. Also includes 39,832 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2017. Excludes 285 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuant common stock no less than six months following termination of employment. Mr. Skogg does not have any voting or dipositive power with respect to the phantom stock units.
(14)
Includes 51,749 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2017.
(15)
Includes 59,749 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2017.
(16)
Includes 16,400 shares held in individual IRA accounts, 6,000 shares held in private trust accounts for children, 5,000 shares held in private trust accounts and 6,4755 shares held in the 401(k) Plan. Also includes 375,366 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2017. Includes 49,533 shares held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuantthe Company’s Class A common stock, generally within 60 days following the director’s termination of service. Excludes 18,844 phantom stock units heldShares beneficially owned by Mr. Roundhouse, a former executive officer, are not included in the Employee Deferred Compensation Plan, which are settled in Actuant common stock no less than six months following termination of employment. The executive officers do not have any voting or dipositive power with respect to the phantom stock units.this amount.

The beneficial ownership information set forth above is based on information furnished by the specified persons or known to the Company and is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as required for purposes of this Proxy Statement. ItShares are deemed to be beneficially owned by any person or group who has the power to vote or direct the vote or the power to dispose or direct the disposition of such shares, or who has the right to acquire beneficial ownership thereof within 60 days. Such beneficial ownership information is not necessarily to be construed as an admission of beneficial ownership for other purposespurposes.
 


CORPORATE GOVERNANCE MATTERS
 
Corporate Governance Guidelines
The Board of Directors (the “Board”) has adopted the Actuant CorporationCompany’s Corporate Governance Guidelines (the “Guidelines”). The Guidelines state that the Board is elected by the shareholders to provide oversight and guidance to management with a view to increasing shareholder value over the long term. The Guidelines cover various topics, including, but not limited to, director independence, board and committee composition, board operations and leadership development. The Nominating & Corporate Governance Committee of the Board monitors and oversees the application of the Guidelines and recommends to the Board any changes to the Guidelines. Each committee has a written charter that is approved by the Board and annually evaluated by the committee.

While the Company has no formal policy with respect to the attendance of the directors at the Company’s annual meeting of shareholders, all current directors attended the 2019 annual meeting except for Ms. Altmaier, who joined the Board after the meeting.
Board Committees, Charters, Functions and Meetings
The Board has three standing committees — committees—Audit, Nominating & Corporate Governance and Compensation — andCompensation—each of which has a charter. The Board appoints the members of thethese committees after considering the recommendations of the Nominating & Corporate Governance Committee. There were 1012 meetings of the Board during the fiscal year ended August 31, 2017.2019. All members of the Board serving during the fiscal year ended August 31, 2019 attended at least 75% of the aggregate number of meetings of the Board and all the committees on which they served. Whileserved which were held during the Company has no formal policy with respect to attendancerespective director’s period of the directors at the Company’s Annual Meeting of Shareholders, all members of the Board attended the 2017 Annual Meeting.service. Current Board committee membership and functions appear in the following table:table below. Ms. Altmaier joined the Audit Committee and Compensation Committee on November 1, 2019 concurrent with her election as a director effective that date.
Ms. Van Deursen will retire from the Board when her current term concludes upon the election of directors at the Meeting. At that time, she will be replaced as the Chair of the Compensation Committee by Mr. Holder.
   
Committees Committee Functions
Audit
Danny L. Cunningham, ChairpersonChair
E. James FerlandAlfredo Altavilla
Judy L. Altmaier
Richard D. Holder
R. Alan Hunter, Jr.Sidney S. Simmons
Dennis K. Williams

Fiscal 20172019 Meetings—89
 •    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 GovernanceRobert A. Peterson, Chairperson
Gurminder S. Bedi
E. James Ferland, Chair
J. Palmer Clarkson
Sidney S. Simmons
Holly A. Van Deursen

Fiscal 20172019 Meetings—53

 •    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
 •    Conducts an annual evaluation of the performance of the Nominating & Corporate Governance Committee
Compensation Holly A. Van Deursen, ChairpersonChair(through January 27, 2020)
Gurminder S. BediAlfredo Altavilla
Judy L. Altmaier
J. Palmer Clarkson
Richard D. Holder, Chair-elect (beginning January 28, 2020)
R. Alan Hunter, Jr.
Dennis K. Williams

Fiscal 20172019 Meetings—76

 •    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


Leadership Structure
The positions of ChairmanChair of the Board and Chief Executive Officer are separated between Mr. PetersonFerland and Mr. Baker. This allows our CEO, (Mr. Baker)Mr. Baker, to focus on the day-to-day business operations, while allowing the Chairman of the Board (Mr. Peterson) to leadChair leads our Board in its role of providing strategic direction, oversight and advice to management. The Board retains the authority to modify this leadership structure as and when appropriate to best address the Company's currentCompany’s circumstances and to advance the interests of all shareholders.

The Chairman of the Board presidesChair’s responsibilities include: presiding over executive sessions of the independent directors; serves as liaisonliaising between the Chief Executive Officer of the Company and other independent directors; consultsconsulting with the Chief Executive Officer of the Company as to appropriate scheduling and agendas of meetings of the Board; and servesserving as the principal liaisonconduit for communication bycommunications directed from shareholders to employees and employees directed specifically toward non-managementthe non-employee directors.
Executive Sessions of Non-Management Directors
The non-employee directors of the Board regularly meet alone without any membersin the absence of management being present.management. Mr. PetersonFerland, the Board Chair, presides at these sessions.
Independence of Directors; Financial Expert
Expertise of Audit Committee
The Board has determined that each of Ms.Mses. Altmaier and Van Deursen and Messrs. Bedi,Altavilla, Clarkson, Cunningham, Ferland, Holder Hunter, Peterson and WilliamsSimmons (i) is “independent”independent within the definitions contained in the current New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines and (ii) has no other “material relationship”material relationship with the Company that could interfere with his or her ability to exercise independent judgment. In addition, the Board has determined that each member of the Audit Committee is “independent” within the definition contained in current Securities and Exchange Commission (“SEC”) rules. The Board has determined that all members of the Audit Committee meet the financial literacy requirements of the New York Stock Exchange ("NYSE"(“NYSE”) and qualifyMr. Cunningham qualifies as an “audit committee financial experts”expert” as defined by the SEC.
Board Role in Risk Oversight
The Board oversees an enterprise-wide approach to risk management, which is designed to support the achievement of organizational objectives (including strategic initiatives), to improve long-term organizational performance and enhance shareholder value. While the Board has the ultimate oversight responsibility for the risk management process, variousthe committees of the Board also have responsibility for aspects of organizational risk management. In particular, the Audit Committee focuses on legal, compliance and financial riskrisks (including internal controls), while and the Compensation Committee and the Nominating & Corporate Governance Committee focus on compensation risk (as described below) and corporate governance policies and practices, respectively.
Compensation Risk Assessment
In establishing and reviewing our executive compensation program, the Compensation Committee considers, among other things, whether the Company’s compensation program rewardsprograms reward executives for performance and whether the program encouragesprograms encourage unnecessary or excessive risk taking. The Compensation Committee with assistance from an independent compensation consultant (Willis Towers Watson), annually performs a compensation risk assessment including an inventory of material incentive and sales compensation plans. The Compensation Committee, with assistance from an independent compensation consultant (see below), has identifiedoverseen the implementation of several mitigating factors thatto help reduce the likelihood of undue risk taking related to compensation arrangements, including, but not limited to, the use of various measures (core sales, earnings, asset management, total shareholder return ("TSR"(“TSR”), and cash flow) in a balanced mix of annual and long-term incentive plans, use of multiple types of incentives (cash, stock options, restricted stock units and performance shares), and executive stock ownership guidelines that help align incentives with long-term company stock price appreciation. Based upon the assessment performed, theThe Compensation Committee believesand Board believe that the Company’s compensation policies and practices do not encourage unnecessary or excessive risk and are not reasonably likely to havepromote other behavior that could result in a material adverse effect onevent for the Company.

Use of Compensation Consultants and Other Advisors
The Compensation Committee has the authority to engage the services of outside advisors, experts and others to assist in performing its responsibilities. The Compensation Committee has utilized the services of Willis Towers Watson ("Willis"(“Willis”) as its executive and director compensation adviser for several years. During the fiscal 2017,year ended August 31, 2019, fees paid to Willis for services to the Compensation Committee were $0.2 million. approximately $121,000.
The Company has also routinely engaged separateuses other divisions of Willis for actuarial services related to pension plans, post-retirement healthcare plans and other benefits, and Willis also is the Company’s primary insurance broker. The Compensation Committee and the Board did not review or approve the other services provided to the Company by Willis, as well as insurance brokerage services.those services are approved by management in the normal course of business. Fees paid to Willis for these additional services in the fiscal 2017year ended August 31, 2019 were $0.6$1.8 million. WillisWillis’ executive compensation consultants arehave not been involved in providing any of the additional valuation, advisory andactuarial or brokerage services tofor which the Company.Company has engaged Willis.

Annually,In its role as the Compensation Committee’s independent compensation advisor, Willis provides the Committee with written confirmation of its independence and the existence of any potential conflicts of interest. The Compensation Committee also obtains an understanding ofreviews the policies and procedures that Willis has in placemaintains to prevent


conflicts of interest, evaluates whether there are personal or business relationships between


Willis and members of the Compensation Committee and validates that employees of Willis who perform consulting services do not own Actuantthe Company’s common stock. After considering these factors, the scope of services provided by Willis and the amount of fees paid for executive compensation consulting and other services, the Compensation Committee has concluded that the engagement of Willis does not create a conflict of interest.

Codes of Conduct
and Ethics
The Company has a compliance planCompany’s Code of Business Conduct and codeEthics (“Code of conduct thatConduct”) applies to all of its officers, directors and employees (the “Code of Conduct”). The Code of Conduct, which is reviewed annually by the Nominating & Corporate Governance Committee, is available on the corporate governance section of the Company’s website at www.actuant.com.Company and sets out the standards of legal and ethical behavior to which all such representatives of the Company must adhere. The Company also has also adopted a Code of Ethics thatApplicable to Senior Finance Executives (“Code of Financial Ethics”), which applies to its senior corporate executive team, including its Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Corporate Controller, or persons performing similar functions. The Code of Conduct and Code of Financial Ethics is also posted onare reviewed annually by the Company's website.
Nominating & Corporate Governance Committee.
Information Available Upon Request
Copies of the Company’s committee charters corporate governance guidelines,of the Audit Committee, Nominating & Corporate Governance Committee and Compensation Committee, the Corporate Governance Guidelines, the Code of Business Conduct and Ethics and the Code of Ethics Applicable to Senior Finance Executives are available on the Corporate Governance section of the Company’s website andat www.enerpactoolgroup.com. They also may be obtained, free of charge, upon written request directed to our Executive Vice President, and Chief Financial Officer, Actuant Corporation,General Counsel & Secretary, Enerpac Tool Group, N86W12500 Westbrook Crossing, Menomonee Falls, Wisconsin 53051 or by telephone at (262) 293-1500.

Director Selection Procedures
The Nominating & Corporate Governance Committee has the lead role in identifying director candidates, including the slate of directors presented for election at the Meeting.Company’s annual meeting of shareholders. The Nominating & Corporate Governance Committee will consider recommendations from shareholders concerning the nomination of directors. Recommendations should be submitted in writing to the Company and state the shareholder’s name and address, the name and address of the candidate, and the qualifications of and other detailed background information regarding the candidate.
Nominees for director are selected on the basis of experience, integrity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time to Board duties. Although the Boardit does not have a formal diversity policy, the Board is committed to an inclusive membership, embracing diversity with respect to background, experience, skills, education, special training, race, age, gender, national origin and viewpoints.
The Nominating & Corporate Governance Committee’s objective is to assemble and maintain a Board that provides an optimized mix of skills, experience and perspectives to provide oversight and strategic guidance and maximize shareholder value in the context of the Company’s current or expected circumstances. In evaluating director nominees, the Nominating & Corporate Governance Committee also considers a range of factors and circumstances, including the following factors:
following:
the strategic objectives and needs of the Company with respect to the particular talents and experience of its directors;
the knowledge, skills and experience of nominees;nominees, including operational, leadership and board experience;
familiarity with national andthe Company’s markets, including international business matters;experience;
experiencefinancial literacy and expertise with accounting rules and practices;
the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members; and
the appropriate size of the Company’s Board.

The Nominating & Corporate Governance Committee’s goal is to assemble a Board that brings to the Company a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Nominating & Corporate Governance Committee also considers candidates with appropriate non-business backgrounds.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating & Corporate Governance Committee may also consider such other factors in addition to the foregoing as it may deemdeems are in the best interests of the Company and its shareholders. There is no limit with regard to the number of boards on which our directors may serve, but the Board considers service on others boards as a factor in the director selection process. process and requires that all directors be able to devote sufficient time to fulfill their duties to the Company’s Board and committees.
The Nominating & Corporate Governance Committee does, however, believebelieves it is appropriate forthat at least one, and preferably several, members of the Board to meet the criteria for an “audit committee financial expert”expert,” as defined by SEC rules, and that a majority of the members of the Board meet the definition of “independent director” under NYSE listing standards. The Nominating & Corporate Governance Committee also believes it is appropriate for certain keythe Chief Executive Officer and potentially other members of the Company’s management to participate as members ofserve on the Board.
The Nominating & Corporate Governance Committee identifies nominees for election to the Board by, firstamong other considerations, evaluating the skills of the current members of the Board, who are willingtheir performance and contributions to continue in service.deliberations, their tenure on the Board and other relevant circumstances. Current members of the Board with skills and experience that are relevant to support the Company’s businessneeds and strategic priorities and who are willing to continue in serviceto serve as directors generally are considerednominated for re-nomination,re-election, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service or ifFrom time-to-time, the Nominating & Corporate Governance Committee orwill determine to add new directors to the Board decides not to nominate a member for re-election, theenhance its


Nominating & Corporate Governance Committee identifiescapabilities, with such new directors being identified by a variety of means, including based on the desired skillsrecommendation of shareholders or existing directors or with the assistance of third-party recruiters to identify and experienceevaluate the qualifications of acandidates satisfying the Board’s criteria for new nominee in light of the criteria above. Current members ofdirectors. Ms. Altmaier was first identified to the Nominating & Corporate Governance Committee and the Board are polledas a candidate for suggestionselection as to individuals meeting the criteria of the Nominating & Corporate Governance Committee. From time to time, the Company has engaged third party firms to identify, evaluate or assist in identifying potential nominees.a director by a third-party director recruiting firm.

Director Resignation Policy
In order to ensure appropriate representation on ourthe Board, the Nominating & Corporate Governance Committee has adopted a policy regarding resignation from the Board upon a director’s retirement or a material change in principal occupation or business association from(such as the position the director held on the latterdirector’s cessation of employment) as of the date whentime the director was last elected to our Board or the date, if any, our Board last rejected an offer by the director to resign under the policy.Board. Upon such a material change in a director’s position, a director shall offer his or her resignation as a Board memberdirector to the Nominating & Corporate Governance Committee, which will then recommend that our Board accept or reject the resignation offer of resignation based on a review of the qualifications of the director, and whether the director's resignation from the Board would be inafter considering the best interests of the Company and its shareholders.
Communications with Directors
Shareholders and other interested parties who want to communicate with the Board, the non-managementnon-employee directors as a group, or any individual director can write to: Actuant Corporation,Enerpac Tool Group, Attention: Chairman,Chair of the Board of Directors, N86W12500 Westbrook Crossing, Menomonee Falls, Wisconsin 53051. Your letter should indicate thatwhether you are an Actuanta shareholder. Depending on the subject matter, management will:
Forwardforward the communication to the director or directors to whom it is addressed;
Attemptattempt to handle the inquiry directly, for example where it is a request for information about the Company or it is a common stock related matter; or
Notnot forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

Certain Relationships and Related Person Transactions
The Corporate Governance Guidelines (applicable to Board members) and Code of Business Conduct and Ethics (applicable to all employees) document the Company’s policies regarding conflicts of interest and related party transactions. Under these policies, any related party transaction or potential conflict of interest involving an executive officer, director or 5% shareholder is reviewed by legal counsel and then referred to the Nominating & Corporate Governance Committee for final resolution.
DuringThe Nominating & Corporate Governance Committee has evaluated several relationships in fiscal 2017,2019 for the existence of a potential conflict of interest:
Mr. Cunningham became a director of WEC Energy Group (“WEC”) in 2018. WEC is an electric and gas utility providing services to customers in Wisconsin, Illinois, Michigan and Minnesota, where several of the Company’s facilities and operations are located. In fiscal 2019, the Company had salesmade purchases of approximately $0.2$1 million to a subsidiary of Babcock & Wilcox Enterprises, Inc (B&W). Mr. Ferland is Presidentfrom the utility and Chief Executive Officer of B&W and a member of our Board. These salesits affiliates. All transactions were negotiated inon an arm’s-length basis. The Board has evaluated the ordinary courserelationship between the Company and WEC and has determined that it does not interfere with the exercise of business at pricesMr. Cunningham’s independent judgment.
On March 20, 2018, the Company entered into an agreement (the “Southeastern Agreement”) with Southeastern Asset Management (“Southeastern”) pursuant to which the Company and on termsthe Board agreed to elect J. Palmer Clarkson and conditions that we believe are no less favorableSidney S. Simmons to the Company than thoseBoard. Additionally, Southeastern agreed that until the day following the 2019 annual meeting of shareholders it would have resulted from arm’s length negotiations between unrelated parties.not call or seek to call, or encourage any other party to call or seek to call, a special meeting of the shareholders of the Company.
Other than as disclosed in the preceding paragraph, during fiscal 20172019 the Company is not aware of being party to any transaction in which an executive officer, director or 5% shareholder had a direct or indirect material interest.
Compensation Committee Interlocks and Insider Participation
During fiscal 2017,2019, no member of the Compensation Committee served as an officer, former officer or employee of the Company or had a relationship discloseabledisclosable under “Certain Relationships and Related Person Transactions.” Further, during fiscal 2017,2019, no executive officer of the Company served as:
a member of the Compensation Committee (or equivalent) of any other entity, one of whose executive officers served as one of our directors or was an immediate family member of a director, or served on our Compensation Committee; or
director of any other entity, one of whose executive officers or their immediate family member served on our Compensation Committee.





REPORT OF THE AUDIT COMMITTEE
 
The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report by reference therein.

The Audit Committee represents and assists the Board of Directors in fulfilling its oversight responsibility relating to (i) the integrity of the Company's financial statements and financial reporting process and the Company's systems of internal controls over financial reporting; (ii) the performance of the internal audit function; (iii) the annual independent audits of the Company's financial statements and management's report regarding the effectiveness of the Company's system of internal control over financial reporting, the engagement of the independent registered public accounting firm and the evaluation of the their qualifications, independence and performance;reporting; (iv) the compliance by the Company with legal and regulatory requirements, including the Company's disclosure controls and procedures; and (v) the fulfillment of the other responsibilities set out in the committee's charter. The Audit Committee has the responsibility for the engagement and retention of the Company's independent registered public accounting firm, the evaluation of its qualifications, independence and performance, and the approval of all audit and other engagement fees.

In discharging its responsibilities, the Audit Committee is not itself responsible for the planning or conducting of audits or for any determination that the Company's financial statements are complete and accurate or presented in accordance with generally accepted accounting principles. The Company's management is primarily responsible for its financial statements and the quality and integrity of the reporting process. The independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles and an opinion on the effectiveness of the Company’s internal control over financial reporting.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm regarding the fair and complete presentation of the Company’s results of operations and financial position and the assessment of the Company’s internal control over financial reporting. The Audit Committee has discussed significant accounting policies applied by the Company in its financial statements. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.
Additionally, the Audit Committee has done, among other things, the following:

discussed with PricewaterhouseCoopers LLP the overall scope and plans for its audit;
met with PricewaterhouseCoopers LLP, with and without management present, to discuss the results of its examinations, the evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting;
reviewed and discussed the audited financial statements for the fiscal year ended August 31, 20172019 with the Company’s management and PricewaterhouseCoopers LLP;
discussed with PricewaterhouseCoopers LLP those matters required to be discussed by Statement of Auditing Standards No. 61, Communications with Audit Committees ("SAS 61"), as amended and as adopted by the Public Company Accounting Oversight Board in("PCAOB") Audit Standard No. 1301, Communications with Audit Committees and SEC Regulations S-X, Rule 3200T;2-07, Communications with Audit Committees; and
received the written disclosures and the letter from PricewaterhouseCoopers LLP required pursuant to Rule 3526, “Communication with Audit Committees Concerning Independence,” of the Public Company Accounting Oversight Board (“PCAOB”)

PCAOB and discussed with PricewaterhouseCoopers LLP its independence.
Based upon the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s annual report on Form 10-K for the fiscal year ended August 31, 2017.

2019.
No member of the Audit Committee is employed by, or has any other material relationship with, the Company. The Board of Directors has determined that eachat least one member of the Audit Committee qualifies as an Audit Committee"audit committee financial expertexpert" under Securities and Exchange Commission regulations, and the Audit Committee is comprised entirely of independent directors, as required by the New York Stock Exchange listing standards and the applicable rules of the Securities and Exchange Commission.

October 28, 2019
 
THE AUDIT COMMITTEE
 
Danny L. Cunningham, ChairpersonChair
E. James FerlandAlfredo Altavilla
Richard D. Holder
R. Alan Hunter, Jr.
Dennis K. WilliamsSidney S. Simmons



EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This section of the proxy provides information regarding the compensation program for our current Chief Executive Officer, our current and former Chief Financial OfficersOfficer and our three other most highly compensated executive officers at August 31, 2017,2019, collectively referred to as our Named Executive Officers (“NEOs”). Our fiscal 20172019 NEOs are as follows:

Randal W. Baker, President and Chief Executive Officer
•
Rick T. Dillon, Executive Vice President and Chief Financial Officer(1)
•
Andrew G. Lampereur, former Executive Vice President and Chief Financial Officer (2)
•
Stephen J. Rennie, Executive Vice President, Industrial Segment (3)
Roger A. Roundhouse, Executive Vice President, Engineered SolutionsComponents & Systems Segment
•
Eugene E. Skogg, Executive Vice President, Human Resources (4)

(1) Mr. Dillon joined the Company in December 2016 and was appointedJohn Jeffrey Schmaling, Executive Vice President Industrial Tools & Services Segment
Fabrizio Rasetti, Executive Vice President, General Counsel and Chief Financial Officer in January 2017.
(2)
Mr. Lampereur departed the Company in January 2017.
(3) Mr. Rennie subsequently departed the Company in October 2017.
(4) Mr. Skogg subsequently departed the Company in September 2017.

Secretary
Executive Summary
ActuantThe Company is committed to developing and 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 havethe Company has developed an executive compensation program that is designed 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 executives to demonstrate exceptional personal performance and consistently perform at or above expected levels during different business cycles; and
provide balanced incentives for the achievement of near-term and long-term objectives, without incentivizing executives to take excessive risk.
In fiscal 2017, we experienced2019, the Company took a sluggish first halfsignificant step towards achieving its goal of becoming a pure-play industrial tools and services company by announcing, on July 9, 2019, that it had entered into a Securities Purchase Agreement with an affiliate of One Rock Capital Partners, LLC (“One Rock”), whereby the affiliate would acquire the vast majority of the legacy Engineered Components & Systems ("EC&S") segment at a purchase price of approximately $214.5 million. The transaction with One Rock was subsequently completed on October 31, 2019. In light of these developments, the Company recast the financial statements included in its 2019 Annual Report to reflect the results of operations for the EC&S segment as discontinued operations for all periods presented.
When performance measures were established for incentive compensation awards made in fiscal 2019, the levels were set assuming the inclusion of the EC&S segment in the Company’s consolidated financial statements as part of continuing operations. The following table includes certain measures of the Company’s performance, combining items of the EC&S segment, accounted for as discontinued operations, as if it were part of continuing operations throughout the fiscal year. These measures are presented for the purpose of comparing this performance with the threshold, target and maximum performance levels established for incentive compensation awards prior to the decision to divest the EC&S segment. The performance target levels were not reset following the determination to pursue a divestiture of the EC&S segment, as the Company’s officers remained responsible for the oversight and management of the EC&S segment throughout the fiscal year notwithstanding its accounting classification as discontinued operations. Further detail with respect to the second half showing improvements within the broad industrial, mining, infrastructure, commercial and off-highway vehicle and agriculture markets, most notably within the Industrial and Engineered Solutions segments. However, reduced capital and maintenance spendingCompany’s financial performance for fiscal 2019 is included in the oil & gas markets (Energy segment) in the form of project cancellations, deferrals and scope reductions, resulted in a consolidated core sales decline of 4% in fiscal 2017 and considerably lower earnings per share year-over-year. Despite lower earnings, we generated $68 million of Free Cash Flow in fiscal 2017.our 2019 Annual Report to Shareholders, which accompanies this Proxy Statement.



  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
  Year Ended August 31,
  2019 2018
  (amounts in millions, except per share amounts)
Net Sales:    
Continuing Operations $655
 $641
Discontinued Operations 459
 541
Combined (1)
 $1,114
 $1,182
Core Sales Change (1) (2)
 1% 6%
Earnings Per Share from Continuing Operations $0.13
 $0.08
Adjusted Earnings Per Share from Continuing Operations(3)(5)
 $0.73
 $0.49
Net Earnings (Loss) from: (4)
    
Continuing Operations $8
 $5
Discontinued Operations (257) (26)
Combined (1) (6)
 $(249) $(22)
Adjusted EBITDA:    
Continuing Operations (5)
 $96
 $85
Discontinued Operations (5)
 50
 60
Combined (1) (5)
 $146
 $145
Cash Provided by Operating Activities (7)
 $54
 $106
Combined Free Cash Flow (5)
 $27
 $100
Fiscal Year-end Stock Price $22.21
 $29.45
(1)Includes the sum of the relevant items for continuing operations and discontinued operations.
(2) Core sales change represents total sales declinechange excluding the impact of acquisitions, divestitures and foreign currency rate changes between years.
(2)(3)Adjusted earnings per share excludes an impairment & other divestiture chargecharges ($1.82)0.34), restructuring and other exit charges ($0.09), director & officer transition chargesaccelerated debt issuance costs ($0.08)0.01), depreciation and amortization true up ($0.02) and a tax adjustment gainexpense ($0.14) in fiscal 2019 and impairment & other divestiture charges ($0.20), restructuring charges ($0.15), accelerated debt issuance costs ($0.01) and a tax adjustment expense ($0.05) in fiscal 2017 and a product line divestiture gain ($0.03), restructuring charges ($0.17) and non-cash impairment charge ($2.86)2018. Per share amounts reflected in fiscal 2016.this footnote are net of tax.
(3)(4) Net of income taxes.
(5) See "Reconciliation of GAAP Measures to Non-GAAP Measures" included in our 20172019 Annual Report to Shareholders which accompanies this Proxy Statement.

(6) Combined totals may not foot due to rounding.
(7) Includes cash flow provided by continuing operations and cash flow provided by discontinued operations.
As a result of this financial performance, the cash bonuses earned by ourthe Company’s NEOs in fiscal 20172019 were generally below target (seetarget. See page 2319 for details of the Annual Bonus program), with higher amounts earned by some of our NEOs in business segments with


favorable core sales and earnings results.  While profitabilityprogram. Profitability was challenged to varying degrees across the board, modestonly metric achieved for the fiscal 2019 NEO cash bonuses, as both 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 bonusesgeneration fell short of all of our NEOs.thresholds. Similarly, the total shares vested related toin the form of Performance Shares (discussed on page 24)20) were below the target level for the most recently completed three yearthree-year performance period.

Given that both incentive compensation and overall financial performance were below target levels, we believe that ourthe Company’s executive compensation program is effectively linked to performance.  Further, we continue to believe ourthe incentive compensation programs align closely to our business modelthe Company’s financial objectives of achieving core sales growth greater than our industry peers, quality of earnings, and free cash flow generation to fuelwhich is utilized for the purpose of strategic acquisitions, capital deploymentopportunistic share repurchases and share repurchases.

debt reduction.
Compensation and Link to Performance
OurThe Company’s executive compensation program is aligned with ourits overall business model (illustrated below),financial and strategic objectives, which is intended to create shareholder value.

atubusinessmodelfy18.jpg

OurThe Company’s long-term goal is to grow diluted earnings per share faster than most multi-industryits peers. We intendIt intends to leverage ourits strong brand, market positions, and dealer and distribution networks to generate organic core sales growth that exceedsexceed end-market growth rates. Core salesOrganic growth is accomplished through a combination of sharemarket-share capture, product innovation and market expansion into emerging industries and geographic regions. In addition to organic growth, the Company focuses on growth through disciplined acquisitions in its core sales growth, we are focused on acquiring complementary businessestools markets 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 relationships) and cost reductions via operational excellence. We also focus on profit margin expansion and cash flow generation to achieve our financial objectives. Our LEAD (“Lean Enterprise Across Disciplines”) Business System utilizes variousby reducing structural costs, utilizing continuous improvement techniques to reducedrive productivity and lower costs improve efficiencies and drive operational excellence across all locationsby enacting routine pricing initiatives to offset commodity and functions worldwide, thereby expanding profit marginstariff increases. Finally, cash flow generation is critical to achieving financial and improving the customer experience. Our LEAD efforts also support our core sales growth.long-term strategic objectives. Strong cash flow generation is achieved by maximizing returns on assets and minimizing primary working capital needs. The cash flow that results from efficient asset management, improved profitability and loyal customersprofitable revenue growth is used to fund internal growth opportunities, strategic


acquisitions, opportunistic common stock repurchases and internal growth opportunities.debt reduction, as appropriate.

Shareholder Input on Executive Compensation Program
Shareholders provided overwhelming support forAt the annual meeting held in January 2019, shareholders overwhelmingly supported the advisory proposal to approve the compensation of our NEOs atas disclosed in the 2017 Annual Meeting,proxy statement for that annual meeting, with overthe approval of approximately 98% of shareholders voting in favor of the compensation program for our NEOs. We engageCompany's common stock that voted either “for” or “against” the proposal. The Company engages with shareholders to gather feedback on ourits compensation programs, which havehas led to changes that strengthen the link between executive pay and Company performance. We will continually assess and modify ourthe Company’s executive compensation program to incorporate shareholder input, industry trends and competitive compensation practices.
The Compensation Committee (the "Committee"“Committee”) engages in an ongoing review of the Company’s executive compensation program to evaluate whether the program supports the Company’s compensation philosophy and objectives and is closely alignedaligns with 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 believeswe believe are best practices for executive compensation, each of which reinforces the Company’s compensation philosophy. Below is a summary of those practices.
What We DoThe Company Does What We DoThe Company Does 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-controlchange 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.restatement RepricePay dividends on unvested restricted stock optionsunits
Engage an independent compensation consultant that reports to the Compensation Committee Provide tax gross-ups in the event of a change in controlReprice stock options
Prohibit short sales, hedging or pledging of our stock by our executive officers and directors Provide tax gross-ups in the event of a change in control
Oversight of the Executive Compensation Program
The Committee is primarily responsible for overseeing the Company’s executive compensation program 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 ourthe Company’s 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 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 in cooperation with the ChairmanChair of the Board.


Role of Compensation Consultant
The Committee utilizes Willis as its independent compensation consultant. 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. 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
OurThe CEO, in consultation with the Executive Vice President - Human Resources function, 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’sexecutive’s tenure and experience and the executive’s performance and contributions to the Company’s results.

The CEO, with assistance from Human Resources and Finance personnel, works to monitormonitors existing compensation plans and programs applicable to NEOs and other executives, to recommendrecommends financial and other targets to be achieved under those programs, to prepareprepares analyses of financial data, peer comparisons and other briefing materials for the Committee in making its decisions, and, ultimately, to implementimplements the decisions of the Committee.Committee’s decisions.


Assessing Competitive Compensation Practices
The Committee reviews both general industry survey data as well as compensation practices and pay opportunities for a selection of publicly-tradedcertain publicly traded U.S. companies thatwith which the Company considers it competes with from a business andfor executive talent perspective (the “Peer Group”"Peer Group"). It also uses information from the Willis Executive Compensation Market Analysis Survey to obtain additional benchmarking for executive compensation trends for manufacturing industry companies with annual revenues comparable to the Company. The Company andCommittee does not determine the Committee have regularly utilized a Peer Group as part of 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. A review of the Peer Group was conducted during fiscal


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

Reasonably comparable market capitalization and annual revenues
Global scope and complexity
End-market diversification
Acquisitive growth strategies

Willis survey data.
The companies listed below are included in the Peer Group:
Altra Industrial Motion CorpCorp.Crane CoCo.IDEX CorpCorporationStandex International CorpCorp.
AOA.O. Smith CorpCorporationEnerSysJohn Bean Technologies CorpCorp.TriMas CorpCorporation
Barnes Group IncInc.EnPro Industries, IncInc.Kennametal IncInc.Woodward, IncInc.
Belden IncInc.Graco IncInc.Lincoln Electric Holdings IncInc. 
Brady CorpCorporationHarsco CorpCorporationNordson CorpCorporation 
Briggs & Stratton CorpCorporationHillenbrand, IncInc.Rexnord CorpCorporation 

In additionFrom time to Peer Group compensation data,time, the Committee primarily useshas undertaken a broad set of data from the Willis Executive Compensation Market Analysis Survey to obtain compensation information and an understanding of executive compensation trends. The Willis survey data represents all participants in their database, with the exclusion of the financial services and the energy services industries. The Committee does not determine the companies that are included in the 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 practicesreview of the Peer Group to ensure it remains a reasonable and appropriate reference for both pay levels and design of compensation programs. The Committee chose not to conduct a review of the Peer Group in 2019, determining after consulting with Willis to adjust the Peer Group benchmark survey Willis provided in 2018 with a 3% increase for inflation and merit.
The Committee believes the adjusted Peer Group benchmarking, Willis manufacturing industry survey data and CEO recommendations (for other NEOs based on experience, expertise and demonstrated performance), accurately definesdefine competitive market compensation for executive talent.

With the Company's move to become a pure-play industrial tool and services company, the Committee expects to review the Peer Group and its overall compensation benchmarking practices in 2020.
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, ourthe Company’s ability to replace suchthe individual, and the overall competitive environment. It also considersenvironment, 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 targets the 50th50th percentile of pay for Total Direct Compensation (base salary, annual cash bonus and equity incentive awards). In some cases, individual components of compensation may be over 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 75th75th percentile of market at target.

Components of Executive Compensation
We seek to pay ourthe Company’s executives fairly and competitively and to link pay with performance. The main elements of ourexecutive compensation program are base salary, a short-term incentive in the form of an annual cash bonus, and long-term equity incentive awards. We emphasizeThe Company emphasizes compensation opportunities that reward our executives when they deliver targeted financial results. A significant portion of our executives'executive compensation is equity-based. For fiscal 2017,2019, incentive compensation at target (annual cash bonus and equity incentive awards) accounted for approximately 80% of Mr. Baker'sBaker’s Total Direct Compensation opportunity and approximately 65%64% of the average Total Direct Compensation opportunity of the other NEOs.
componentsofexecutivea03.jpg




componentsofexecutivecompen.jpg
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 changeschange in role or market adjustment. Base salary increases for NEOs occurred in January 20172019 and were in the 2%from 0% to 6% range,5%, with increases 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. Beginning in fiscal 2017, the Committee and management 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 generation to fuel acquisitions, capital deployment and share repurchases. The three performance metrics implemented within the annual bonus plan are Core Sales Growth, EBITDA Margin % and Free Cash Flow. The exhibit below illustrates the fiscal 20172019 bonus plan design. annualbonusa02.jpgdesign for the NEOs.

a2019bonusplan.jpg
Annual bonus opportunity percentages vary by NEO and are determined based on their scope of duties and responsibilities as well as market and peer group data. Annual bonus achievement can range from 0% to 200% of the target annual bonus based on actual performance. The following table summarizes the fiscal 20172019 annual bonus opportunity and weighting for each NEO.
 
 
Annual Bonus
Opportunity as a %
of Base Salary
 
Weighting of Components of
Target Annual Bonus
 
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 Threshold Target Maximum Combined Core Sales Combined EBITDA Margin % Segment Core Sales Segment EBITDA Margin % Combined Free Cash Flow
Randal W. Baker 0% 100% 200% 33.3% 33.3% — — 33.4% 0% 100% 200% 33.3% 33.3% — — 33.4%
Rick T. Dillon (1)
 0% 70% 140% 33.3% 33.3% — — 33.4% 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% 0% 60% 120% — — 33.3% 33.3% 33.4%
Eugene E. Skogg 0% 60% 120% 33.3% 33.3% — — 33.4%
John Jeffrey Schmaling 0% 60% 120% — — 33.3% 33.3% 33.4%
Fabrizio Rasetti 0% 60% 120% 33.3% 33.3% — — 33.4%
(1)
In accordance with his offer letter dated November 10, 2016, Mr. 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 Company in January 2017.

The annual bonus earned is based on performance against approved Core Sales, EBITDA Margin % and 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 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“Reconciliation of GAAP Measures to Non-GAAP Measures"Measures” included in our 20172019 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 achieved. Fiscal 20172019 annual bonus achievement for our corporate executives is shown below:
  Fiscal 2019 Bonus Scale Fiscal 2019 Bonus Achievement
  Threshold   Target Maximum Result Bonus Payout % of Target
  0% 50% 100% 200%  
Consolidated Core Sales Metric 1.2% 2.9% 4.7% 9.7% 1.2% —%
Consolidated EBITDA Margin % Metric 12.7% 13.2% 13.7% 14.2% 13.2% 54.2%


  Fiscal 2017 Bonus Scale Fiscal 2017 Bonus Achievement
  Threshold   TargetMaximum Result Bonus Payout % 
  0% 50% 100%200%   
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% 
  Fiscal 2019 Bonus Scale Fiscal 2019 Bonus Achievement
  (amounts in millions) (amounts in millions)
  Threshold     Target Maximum Result Bonus Payout %
  0% 75% 100% 200%  
Free Cash Flow Metrics:              
Free Cash Flow $70 $70
-$80 $80 $100 $27 —%
Minimum Free Cash Flow Conversion N/A >115% N/A N/A N/A  

Actuant generated $68 million free cash flow for fiscal 2017 and free cash flow conversion was greater than 125% which resulted in a 100% achievement for this metric. The blended result of the achievement outcomes above is a bonus payout of 58%18% of target, for our corporate executivesMessrs. Baker, Dillon and Rasetti for fiscal 2017.

2019. The bonus payouts for Messrs. Roundhouse and Schmaling were 32.2% and 50.8% of target, respectively.
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 not contemplated in the target setting process. All adjustmentsAdjustments to the annual bonus financial results, if any, are reviewed and approved by the Committee.
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 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
2013 8%
(1) 
2014 7% 
2015 0% 
2016 4% 
2017 58% 
   
(1) Corporate executives declined annual bonuses in fiscal 2013.

Equity Compensation
We believe that a significant portion of Total Direct Compensation should be made in the form of equity compensation due to the strong alignment created with shareholders. If ourthe Company’s stock price declines, so does the value of the NEOs'NEOs’ compensation, and vice versa. For our NEOs, the Committee approves a target award value based on Willisthe independent compensation consultant’s benchmarking data and other applicable factors such as internal equity and individual contributions. HistoricallyIn fiscal 2018, the Company adjusted the allocation of equity awards for NEOs have beento be 50% in performance shares and 50% in restricted stock units to improve alignment with the equity allocation practices of the Peer Group. Prior to fiscal 2018, equity awards for NEOs were allocated 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:
Performance Based Restricted Stock ("Units (“Performance Shares"Shares”)—Our Performance Share 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 20172019 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
August 31, 2015 98,342 58,967 60%
August 31, 2016 4,699 2,963 63%
August 31, 2017 (1)
 10,570 7,769 74%
(1) Mr. Lampereur and Mr. Roundhouse are the only NEOs with shares vesting from the fiscal 2015 Performance Share Grant

The three-year measurement period for the fiscal 20152017 Performance Share grant ended August 31, 20172019 and the vesting level achieved is shown below:
  Threshold (50%) Target (100%) Maximum (150%) Actual Relative TSR Percentile Actual Vesting for Relative TSR Percentile
Relative TSR Percentile 
25th
 
50th
 
75th
 
Below 25th
25th		 0%51%
  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%

  Threshold (50%) Target (100%) Maximum (150%) Actual Cash Flow Conversion Actual Vesting for Free Cash Flow Conversion
Free Cash Flow Conversion 100% 115% 140% 105.3% 68%
The following tables summarize threshold, target and maximum restricted stock share opportunities for the fiscal 2016 and fiscal 20172019 Performance Share grants for eligible NEOs as of August 31, 2017:2019:
  2016 Performance Shares Grant
Name Threshold Target Maximum
Andrew G. Lampereur — 9,321 13,982
Roger A. Roundhouse — 6,353 9,530
Eugene E. Skogg — 4,143 6,215


  2017 Performance Shares Grant
Name Threshold Target Maximum
Randal W. Baker — 33,044 49,566
Rick T. Dillon — 6,004 9,006
Andrew G. Lampereur — 9,253 13,880
Stephen J. Rennie — 5,618 8,427
Roger A. Roundhouse — 6,873 10,310
Eugene E. Skogg — 4,759 7,139
  2019 Performance Shares Grant
Name Threshold Target Maximum
Randal W. Baker 27,474
 54,947
 82,421
Rick T. Dillon 5,482
 10,964
 16,446
Roger A. Roundhouse (1)
 5,482
 10,964
 16,446
John Jeffrey Schmaling 5,482
 10,964
 16,446
Fabrizio Rasetti 3,987
 7,974
 11,961

(1) Pursuant to the Retention Incentives Agreement between Mr. Roundhouse and the Company described on page 31, these Performance Share grants vested at the target level upon the consummation on October 31, 2019 of the sale of the EC&S segment.
Restricted Stock Units and Awards—Restricted stock units and restricted share awards granted prior to January 2017 generally vested 50% after three years with the remaining 50% vesting after five years. Restricted stock awarded in January 2017 andunits granted to officers thereafter generally vestsvest in equal annual installments over a three-year period. The Committee has the ability to vary the vesting schedule for new grants. Individuals granted restricted stock units have the ability to defer receipt and taxability of the shares beyond their normal vesting dates into the Employee Deferred Compensation Plan by providing written notice to the Company at least twelve months in advance of the award’s scheduled vest date.

Stock Options—Stock options granted to NEOs generally become 50% exercisable three years afterThe following table summarizes the number of restricted stock units and the grant date withfair value of restricted stock unit awards (based on the remaining 50% exercisable after five years. The Committee hasmarket price of the abilityshares on the grant date) made to vary botheach NEO during 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 equalfiscal year ended August 31, 2019.
  Restricted Stock Unit Awards
Name Number of Shares (#) Grant Date Fair Value ($)
Randal W. Baker 62,330
 1,378,116
Rick T. Dillon 12,438
 275,004
Roger A. Roundhouse (1)
 12,438
 275,004
John Jeffrey Schmaling 12,438
 275,004
Fabrizio Rasetti 9,046
 200,007
(1) Pursuant 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. To the extent stock options are granted in the future, the Committee has currently determined that stock options will vest in equal installments over a three-year period. The Committee concluded that a shorter vesting period would enhance retentionRetention Incentives Agreement between Mr. Roundhouse and the practice is more aligned withCompany described on page 31, these restricted stock unit awards vested upon the practicesconsummation on October 31, 2019 of the Peer Group.sale of the EC&S segment.



 Practices Regarding the Grant of Equity Compensation
The Committee has generally followed a practice of making annual equity grants of restricted stock unit awards to its NEOs on a single date each year, when all material information is publicly available. In fiscal 2017,2019, the Committee granted the equityrestricted stock unit awards at its regularly scheduled January 20172019 meeting. Performance Shares were granted in October 2018 near the beginning of the three-year performance period. While the vast majority of awards to NEOs have historically been made as part of ourthe Company’s annual grant program, the Committee occasionally makes awards to NEOs or other employees at other times, such as in connection with hiring or promotions or for retention purposes.

In August 2015, the Board approved an Investment/Matching Restricted Stock Grant Program ("the Program") for senior executives of the Company. Under this Program the Company granted one share of restricted stock or restricted stock unit (the “Matching Shares”) for every two shares of Company common stock purchased by an eligible senior executive. The maximum value of the stock that could be purchased was limited to: $5 million for the Company’s CEO and $2 million for each of the other NEOs. Contingent upon the senior executive continuing to hold the purchased shares and remaining an employee with the Company or a member of the Board, the Matching Shares cliff vest on the third anniversary of the grant date; provided, however, that the Matching Shares fully vest in the event of (a) a termination of employment without cause; (b) the death or total and permanent disability of the senior executive; or (c) material reduction in authority, responsibility or duties. Our CEO was the only NEO to take advantage of the program in fiscal 2017.

The following table summarizes the grant date fair value of restricted stock awards (based on the market price of the shares on the grant date) made to each NEO during each of the last three fiscal years:

      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.


Retirement and Other Benefits
We provideThe Company provides additional benefit programs to ourits employees, including executivesNEOs and our NEOs,other executives, to attract and retain them as well as to provide a competitive total compensation program. Actuant’sThe Company's benefits philosophy is to generally provide similar benefit programs


for all non-bargaining unit employees, including our NEOs. However, modificationsModifications may be made in cases where IRS limits or other regulations prevent equitable treatment or for competitive positioning purposes. The following table summarizes such benefit plans and eligibility (for ourfor U.S. employees):employees:


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  üSelectively
Medical/Dental/Vision Insurance  ü  ü  ü
Annual Physical  ü  Selectively  Not Offered
Life and Disability Insurance  ü  ü  ü
Supplemental Life andLong Term Disability Insurance  ü  Selectively  Not Offered
Employee Stock Purchase Plan  
ü

  
ü

  ü
Vacation  ü  ü  ü
Tuition Reimbursement Plan  ü  ü  ü
Automobile AllowanceAllowance/Leased Vehicle  ü  Selectively  Selectively
Financial Planning Services  ü  Selectively  Not Offered
Personal Use of Company Aircraft  ü  Selectively  Not Offered


401(k) Retirement Plan
Under ourthe Company’s 401(k) Plan, most employees, including our NEOs, may contribute eligible compensation up to IRS limits. The Company generally providesoffers a “core”matching contribution equalof $0.50 for every $1 on employee elective contributions, up to 8% of eligible pay with immediate vesting. The Company may contribute an annual, discretionary contribution of up to 3% of eligible compensation (subject to IRS compensation and contribution limits). In addition, the Company provides a matching contributionpay, which will be 100% vested after 3 years of 100% for the first $300 contributed to the Plan, and an additional 25% match on employee elective contributions between $300 and 6% of eligible compensation. Company matching and core contributions vest 25% after two years, 50% after three years, 75% after four years and 100% after five years.

service.
Supplemental Executive Retirement Plan ("SERP"(“SERP”)
The SERP covers certain executive level employees (including the NEO’s)NEOs) and is designed to improve the competitive positioning of ourthe Company's retirement programs, reward long-service employees and support executive retention and recruiting efforts. The SERP is a nonqualified defined contribution plan and the benefit is calculated by applying a SERP multiplier to total eligible compensation in a given year (base salary plus annual paid bonus). The SERP multiplier ranges from 3-6%, and is determined by a formula that takes into account the executive’s age and years of service. SERP contributions are credited to a notional interest bearing account and vest after five years of service or when the executive turns 60. The targeted combined annual NEO retirement contribution between the SERP and 401(k) Plan is approximately 7-10.5% of cash compensation, depending on age and years of service.
Employee Deferred Compensation Plan
WeThe Company also offeroffers a deferred compensation plan that allows U.S. employees with base salary over $120,000 to defer cash compensation and associated taxes until retirement or termination of employment. Investment options include an interest bearing account and/or a commonmix of investment options similar to the 401(k) plan, including a company stock account.account (although the plan was amended during the fiscal year ended August 31, 2019 to no longer permit investment contributions to be made into the company stock account). As a result of the unfunded nature of the plan, compensation deferrals are essentially unsecured loans from employees to the Company. Each year the Committee determines the interest rate for new deferrals. The rate for fiscal 2019 deferrals taking into account current market rates.(1.89%) was based on the average of 5 and 10 year U.S. Treasury yields. The stock account return mirrors the performance of Actuant’sthe Company’s stock price. Shares of common stock equal to the valuenumber of deferred contributions into that accountvested shares are transferred by the Company into a rabbi trust. When distributed, deferred amounts invested in the interest accountand investment accounts are paid out in cash while an appropriate number of shares of common stock (plus accrued dividends) are released from the rabbi trust to satisfy common stock fund distributions.

In addition,Contributions into the Employee Deferred Compensation Plan allows all employeesdeferred compensation plan may reduce the ability to participate fully in the U.S. with annual eligible401(k) plan. The same matching formula is used for deferrals in the deferred compensation in excess of $260,000, to receive their 401(k) core contribution, calculatedplan as if no IRS limits were in place ("Restoration Contribution"). We believe that it is not equitable, or market competitive, to limit the Company core contribution to the 401(k) Plan based on IRS compensation and contribution limits. All Company core contributions pursuant to the Deferred Compensation Plan are deemed to be invested in Actuant common stock and are credited to participant's Deferred Compensation Plan Core Contribution Stock Fund.


plan.
Other Benefits
We provideOther perquisites are provided to help executives be more productive and efficient, to provide protection from potential business risk and as a competitive compensation measure. They are limited in amount, and we maintainthe Company maintains a strict policy regarding the eligibility and use of these benefits, which include financial planning and personal use of the company airplane. Annual NEO personal use of the plane (which is reviewed by the Committee at least annually) is capped at 24 hours of flight time for the CEO and 12 hours for all other NEOs. The other benefits earned by our NEOs in fiscal 20172019 are included in the “All Other Compensation Table” on page 31.26.

Tax Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code limits the tax deductibility of compensation that we pay to NEOs to $1 million in any year. This limitation does not apply to the CFO or performance based compensation for other NEOs if certain conditions are met. While the Committee generally intends for payments under certain of our incentive plans to meet the criteria for tax deductibility under the provisions of the Internal Revenue Code, the Committee retains full discretion and flexibility in structuring compensation programs that are designed to attract, reward and retain successful executives, even if not fully deductible.

Stock Ownership Requirements
Ownership of ActuantCompany stock by our executives directly aligns their interests with shareholders. Accordingly, the BoardCompany maintains stock ownership guidelines for our NEOs equal in value to a multiple of their base salary.
 
Position 
Multiple of Base Salary
Required to be held in
ActuantCompany Stock
CEO 5X
Other NEOs 3X

Effective fiscal 2017, our Board of Directors approved changes to our stockStock ownership requirements to include the value of unvested restricted stock units, consistent with Peer Group practices. Additionally, the value of "in“in the money"money” vested options, shares held in the 401(k), employee stock purchase plan and/or deferred compensation accounts, as well as shares owned outright or by immediate family members continue to beare counted towards the ownership requirements. In order to be market competitive and aligned with our peers, we have extended theThe compliance period to achieve the ownership requirement tois 5 years from 3 years from the date of appointment. The Committee reviews each NEO'sNEO’s compliance with these guidelines on an annual basis, and all NEO'sNEOs have either met the target ownership level, or are within the five yearfive-year compliance period.

Executives are expected to hold all of their shares until the ownership requirements are met. Those who have not reached their specified targets are required to hold 50% gross value of the shares they receive so that they meet their requirements in a timely manner, with the 50% balance available to cover related income tax obligations.
Anti-Hedging Policy
Actuant maintainsThe Company has adopted a policy that prohibitsprohibiting employees from engaging in short-term or speculative transactions involving itsthe Company’s common stock. This policy prohibits trading in Company common stock on a short-term basis, engaging in short sales, and buying and selling puts and calls, and discourages the practice of purchasing the Company’s stock on margin.

Compensation Clawback Policy
We have a compensationThe Company’s clawback policy for executive officers which defines the economic consequences that misconduct could have on their compensation. In the event of a financial restatement due to fraud or misconduct, as determined by the Board of Directors, the responsible executiveexecutives must reimburse the Company for their annual cash bonus, as well as equity based awards or other performance-based compensation paid to the executive based on the financial results that were the subject of the restatement.
Conclusion
We believe that we have designed an executive compensation program that effectively links pay and performance and is in the best long-term interests of our shareholders. As indicated in our Compensationthe Committee’s charter, the Committee Charter, we will continue to evaluate our executive compensation program to ensure future alignment in ourbetween the Company's compensation program and practices. Shareholder input will continue to be an important consideration in ourthe Committee’s annual executive compensation evaluation process.

 


Compensation Committee Report
 
The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K.
October 28, 2019


 
THE COMPENSATION COMMITTEE
 
Holly A. Van Deursen, ChairpersonChair
Gurminder S. BediAlfredo Altavilla
Palmer Clarkson
Richard D. Holder
R. Alan Hunter Jr.
Dennis K. Williams




Summary Compensation Table
The following table sets forth the total compensation applicable to the fiscal years ended August 31, 2017, 20162019, 2018 and 20152017 by the NEOs:
Name & Principal Position Year Salary
($)		 
Stock
Awards
($) (7)
 
Option
Awards
($) (8)
 
Annual Bonus
($) (9)
 
Non-qualified
Deferred
Compensation
Earnings
($) (10)
 
All Other
Compensation
($) (11)
 Total
($)
Randal W. Baker (1) 2017 $850,000
 $1,907,495
 $875,059
 $496,400
 $879
 $120,514
 $4,250,347
President and Chief Executive Officer 2016 405,385
 1,324,423
 1,150,000
 212,500
 —
 39,641
 3,131,949
                 
Rick T. Dillon (2)
 2017 $320,192
 $957,472
 $392,531
 $183,960
 $—
 $409,468
 $2,263,623
Executive Vice President and Chief Financial Officer                
                
Andrew G. Lampereur (3) 2017 $325,990
 $455,013
 $245,060
 $—
 $260,522
 $513,496
 $1,800,081
Former Executive Vice President and Chief Financial Officer 2016 490,000
 1,466,348
 236,249
 13,034
 278,573
 69,554
 2,553,758
  2015 482,000
 438,750
 236,216
 —
 187,311
 73,139
 1,417,416
                
Stephen J. Rennie (4)
 2017 $410,000
 $276,246
 $148,735
 $191,880
 $6,744
 $58,001
 $1,091,606
Executive Vice President - Industrial Segment 2016 360,769
 368,136
 224,997
 19,172
 7,412
 60,626
 1,041,112
                 
Roger A. Roundhouse (5) 2017 $420,000
 $337,986
 $182,000
 $299,376
 $908
 $54,368
 $1,294,638
Executive Vice President - Engineered Solutions Segment 2016 405,000
 1,134,980
 160,991
 —
 583
 59,709
 1,761,263
  2015 390,000
 276,252
 206,393
 —
 —
 52,560
 925,205
                 
Eugene E. Skogg (6)
 2017 $361,000
 $234,004
 $126,000
 $126,494
 $6,136
 $160,413
 $1,014,047
Executive Vice President - Human Resources 2016 340,000
 819,885
 104,996
 7,105
 650
 62,324
 1,334,960
  2015 70,865
 600,005
 150,003
 —
 —
 76,215
 897,088
Name & Principal Position Year Salary
($)		 
Stock
Awards
($) (4)
 Option
Awards
($)		 
Non-Equity Incentive Plan Compensation ($) (5)
 
Change in Pension Value and Non-qualified
Deferred
Compensation
Earnings
($) (6)
 
All Other
Compensation
($) (7)
 Total
($)
Randal W. Baker 2019 $867,000
 $2,756,242
 $—
 $156,060
 $6,282
 $129,525
 $3,915,109
President and Chief Executive Officer 2018 867,000
 2,625,009
 —
 1,028,262
 2,226
 134,350
 4,656,847
  2017 850,000
 1,907,495
 875,059
 496,400
 879
 120,514
 4,250,347
                 
Rick T. Dillon (1)
 2019 $472,654
 $549,993
 $—
 $60,165
 $2,950
 $90,495
 $1,176,257
Executive Vice President and Chief Financial Officer 2018 463,500
 549,987
 —
 384,798
 —
 157,706
 1,555,991
  2017 320,192
 957,472
 392,531
 183,960
 —
 409,468
 2,263,623
                 
Roger A. Roundhouse (2)
 2019 $456,692
 $549,993
 $—
 $89,838
 $2,308
 $223,971
 $1,322,802
Former Executive Vice President - Engineered Components & Systems Segment 2018 441,000
 549,987
 —
 371,016
 906
 82,042
 1,444,951
  2017 420,000
 337,986
 182,000
 299,376
 908
 54,368
 1,294,638
                 
John Jeffrey Schmaling (3)
 2019 $459,808
 $549,993
 $—
 $141,732
 $—
 $83,616
 $1,235,149
Executive Vice President - Industrial Tools & Services Segment 2018 233,654
 500,007
 —
 320,220
 —
 38,075
 1,091,956
                 
Fabrizio Rasetti 2019 $382,846
 $400,003
 $—
 $41,796
 $—
 $142,576
 $967,221
Executive Vice President, General Counsel and Secretary                
                 
(1) 
Mr BakerMr. Dillon joined the Company in MarchDecember 2016 and therefore his base salary in 2016 represents actual salary earned. Fiscal 2016earned since then. His annual salary rate at August 31, 2017 was $450,000. Mr. Dillon also received a $600,000 restricted stock awards includeunit grant and $200,000 option grant upon joining the non-routine awards described on page 26.Company. Mr. Baker'sDillon’s fiscal 20162017 annual bonus was the minimumbased on full year bonus awardedas stated in his offer letter dated February 24, 2016.November 10, 2017.
(2) 
Mr. Dillon joinedRoundhouse ceased to serve as Executive Vice President - Engineered Components & Systems Segment on October 31, 2019 in connection with the Company in December 2016completion of the sale of the businesses comprising the Company’s former EC&S segment on that date and therefore base salary represents actual salary earned. His annual salary at August 31, 2017 was $450,000. Mr. Dillon received a $600,000 restricted stock grant and $200,000 option grant upon joininghis acceptance of employment with an affiliate of the Company. Mr. Dillon's fiscal 2017 annual bonus was basedbuyer of such businesses on full year earnings as stated in his offer letter dated November 10, 2016.that date.
(3) 
Mr. Lampereur departedSchmaling joined the Companycompany in January 2017February 2018 and therefore fiscal 2017his base salary in 2018 represents actual salary earned prior tosince then. His annual salary rate at August 31, 2018 was $450,000. Mr. Schmaling also received a $250,000 restricted stock unit grant and $250,000 performance share grant upon joining the Company. Mr. Schmaling’s fiscal 2018 annual bonus was based on full year bonus as stated in his departure and a transition services payment of $85,750. Fiscal 2016 stock awards include the non-routine awards described on page 26.offer letter dated January 18, 2018.
(4) 
Mr. Rennie was promoted effectiveEquity compensation awards granted in fiscal 2019 consisted of restricted stock units and Performance Shares. These equity awards are reported at a value, developed solely for purposes of disclosure in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), equal to the “grant date fair value” thereof under ASC Topic 718 of the Financial Accounting Standards Board for financial reporting purposes, except that the reported value does not reflect any adjustments for risk of forfeiture. The reported amounts for any award do not reflect any adjustments for restrictions on transferability. See Note 14 of the Notes to Consolidated Financial Statements included in our Form 10-K for the year ended August 2016 and therefore his base salary31, 2019 for a discussion of the assumptions made in 2016 represents actual salary earneddetermining the grant date fair values in his current and former role. Fiscal 2016 stock awards includethis column. For the non-routine awardsPerformance Shares, we assumed the number of shares based on the target level of performance. As described on page 26. Mr Rennie subsequently departed20, the Company in October 2017.payout for Performance Share ranges from 0% to 150% of the target level based on the actual performance level achieved. Assuming maximum payouts for the Performance Shares at 150% of the target level, the amounts reported above for the restricted stock units and Performance Shares for fiscal 2019 would be as follows: Mr. Baker $1,830,559; Mr. Dillion, $365,266; Mr. Roundhouse, $365,266; Mr. Schmaling, $365,266; and Mr. Rasetti, $265,654.
(5)
Mr. Roundhouse's fiscal 2016 stock awards include the non-routine awards described on page 26.
(6)
Mr. Skogg joined the Company in June 2015 and therefore his base salary in 2015 represents actual salary earned. Additionally, fiscal 2016 and 2015 stock awards include the non-routine awards described on page26. Mr Skogg subsequently departed the Company in September 2017.
(7)
Amounts reflect the aggregate grant date fair value of restricted stock and Performance Share awards and Investment/Matching Restricted Stock as described in detail under “Non-Routine Stock Awards” on page 26. The amount was determined by multiplying the grant date fair value of the award by the number of restricted shares/units granted, or the number of Performance Shares awarded (assuming a payout at target). As described on page 24, Performance Share vesting ranges from 0% to 150% of target. The value of outstanding unvested Performance Shares at the maximum payout of 150% at August 31, 2017 is summarized in the following table:
Name 2017 Grant 2016 Grant
Randal W. Baker $1,192,062
 $—
Rick T. Dillon 216,594
 —
Andrew G. Lampereur 333,802
 336,255
Stephen J. Rennie 202,669
 —
Roger A. Roundhouse 247,943
 229,184
Eugene E. Skogg 171,681
 149,459


(8)
Amounts represent the aggregate grant date fair value of options utilizing a binomial pricing model. The amounts do not represent the realized or unrealized earnings or value earned in the respective year. Actual realization of value or earnings under equity compensation plans is related to common stock share price appreciation.
(9) 
Reflects amounts earned under the Annual Bonus plan. Amounts are paid in the first quarter of the subsequent fiscal year. For additional information on the Annual Bonus plan, see page 23.19.
(10)(6) 
Reflects the portion of interest earned in the Employee Deferred Compensation Plan and Supplemental Executive Retirement Plan that exceeds the SEC benchmark “market” rate of 3.71%3.09%, 2.28%3.55% and 3.09%2.80% in 2015, 20162017, 2018 and 2017,2019, respectively (120% of the applicable federal long term rate). See page 2722 for information on the Employee Deferred Compensation Plan, and page 3630 for NEO activity in this plan.
(11)(7) 
Reflects all other compensation, as summarized inFor fiscal 2019, these amounts consist of the following table:following:


Name Year 401(k)
Core and
Match		 
401(k)
Restoration (1)
 
SERP (2)
 Automobile
Allowance		 Supplemental Life & Disability Insurance Executive Physical 
Personal Use of Company Plane (3)
 Club Dues Financial Planning Relocation Benefits 
Other (4)
 Total 401(k) Core and Match 
401(k) Restoration (a)
 
SERP (b)
 Automobile Allowance Supplemental Life & Disability Insurance Executive Physical 
Personal Use of Company Plane (c)
 Financial Planning 
Retention Incentive Payment (d)
 Relocation Expense Total
Randal W. Baker 2017 $12,150
 $23,925
 $42,500
 $7,182
 $4,083
 $4,874
 $25,800
 $—
 $—
 $—
 $—
 $120,514
 $9,500
 $850
 $75,810
 $15,082
 $4,083
 $—
 $24,200
 $—
 $—
 $—
 $129,525
 2016 12,150
 4,212
 16,215
 —
 2,739
 4,325
 —
 —
 —
 —
 —
 39,641
                      
                        
Rick T. Dillon 2017 $12,150
 $10,656
 $9,606
 $—
 $—
 $—
 $12,000
 $—
 $—
 $65,056
 $300,000
 $409,468
 $9,500
 $624
 $34,298
 $13,933
 $3,540
 $—
 $28,600
 $—
 $—
 $—
 $90,495
                        
Andrew G. Lampereur 2017 $—
 $—
 $—
 $12,795
 $288
 $—
 $8,000
 $—
 $2,413
 $—
 $490,000
 $513,496
 2016 12,150
 6,681
 29,234
 10,135
 3,461
 —
 7,200
 —
 693
 —
 —
 69,554
 2015 11,925
 7,226
 30,012
 11,724
 3,371
 —
 6,000
 —
 2,881
 —
 —
 73,139
                        
Stephen J. Rennie 2017 $12,150
 $4,821
 $21,285
 $10,429
 $4,492
 $4,824
 $—
 $—
 $—
 $—
 $—
 $58,001
 2016 12,150
 3,066
 18,038
 10,182
 2,741
 4,449
 —
 —
 10,000
 —
 —
 60,626
                                              
Roger A. Roundhouse 2017 $12,150
 $4,494
 $16,592
 $10,633
 $3,916
 $—
 $—
 $—
 $6,583
 $—
   $54,368
 $9,500
 $608
 $33,108
 $16,313
 $4,838
 $—
 $—
 $7,397
 $152,207
 $—
 $223,971
 2016 12,150
 4,044
 15,992
 9,479
 3,577
 7,507
 —
 —
 6,960
 —
 —
 59,709
                      
John Jeffrey Schmaling $11,000
 $—
 $39,001
 $16,135
 $4,673
 $6,306
 $—
 $6,498
 $—
 $—
 $83,613
 2015 11,858
 4,540
 16,453
 4,791
 2,746
 7,172
 —
 —
 5,000
 —
 —
 52,560
                      
Fabrizio Rasetti $11,000
 $—
 $18,872
 $9,948
 $3,987
 $4,992
 $14,200
 $4,162
 $—
 $75,415
 $142,576
                                              
Eugene E. Skogg 2017 $10,999
 $3,642
 $24,367
 $11,530
 $2,365
 $8,196
 $—
 $—
 $5,243
 $94,071
 $—
 $160,413
 2016 10,445
 3,335
 16,913
 3,088
 2,365
 8,213
 —
 —
 6,858
 11,107
 —
 62,324
 2015 4,978
 —
 4,163
 —
 —
 —
 —
 —
 —
 17,074
 50,000
 76,215
(1)(a) 
Represents Company Restoration Contribution to the Employee Deferred Compensation Plan, as described on page 27.22.
(2)(b) 
Represents Company contribution to the SERP plan as described on page 27.22.
(3)(c) 
The income for personal use of the Company plane was determined by calculating the incremental cost including fuel, pilot and other variable costs.
(4)(d) 
Represents a sign-on bonusretention incentive payment of $139,500 and reimbursement of legal fees in fiscal 2017the amount of $12,707 received by Mr. Roundhouse under a Retention Incentives Agreement dated April 12, 2019 between the Company and him entered into in anticipation of the contemplated sale of the businesses principally comprising the Company’s former EC&S segment. Such agreement provided for cash payment to Mr. Dillon, termination/Roundhouse upon the achievement of specified milestones in connection with the process to complete such sale, as well as a payment upon the completion of such sale and certain severance amountsbenefits. The agreement is described in fiscal 2017 for Mr. Lampereur and a sign-on bonus in fiscal 2015 for Mr. Skogg.greater detail on page 31.




Grants of Plan-Based Awards
The following table sets forth the equity compensation awards in fiscal 2017,2019, as well as the potential range of payouts for fiscal 20172019 under the Annual Bonus plan:
 Grant
Date		 
Estimated Future Payouts Under Annual Bonus (1)
 
Estimated Future Vesting
Under Equity
Incentive Plan Awards (2)
 
All Other
Stock
Awards:
Number
of Shares
(#) (3)
 
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) (4)
 Exercise
or Base
Price of
Option
Awards
($/Sh)		 
Grant Date
Fair Value
of Stock
and Option
Awards
($) (5)
 Grant
Date		 
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
or Units(3) (#)
 All Other
Option
Awards:
Number of Securities Underlying Options (#)		 Exercise
or Base
Price of
Option
Awards
($/Sh)		 
Grant Date
Fair Value
of Stock
and Option
Awards(4)
Name Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 Maximum
(#)		  Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 Maximum
(#)		 
Randal W. Baker 10/14/2016 —
 —
 —
 —
 —
 —
 12,500
 —
 $—
 $282,500
 10/30/2018 —
 —
 —
 —
 26,200
 39,300
 —
 —
 —
 689,060
 10/18/2016 —
 —
 —
 —
 33,044
 49,566
 —
 —
 —
 749,982
 10/30/2018 —
 —
 —
 —
 28,747
 43,121
 —
 —
 —
 689,060
 1/16/2017 —
 —
 —
 —
 —
 —
 32,468
 —
 —
 875,013
 1/22/2019 —
 —
 —
 —
 —
 —
 62,330
 —
 —
 1,378,116
 1/16/2017 —
 —
 —
 —
 —
 —
 —
 73,130
 11.97
 875,059
 n/a —
 867,000
 1,734,000
 —
 —
 —
 —
 —
 —
 —
 n/a —
 $850,000
 $1,700,000
                                  
Rick T. Dillon (6)
 12/27/2016 —
 —
 —
 —
 —
 —
 22,263
 —
 $—
 $599,988
 10/30/2018 —
 —
 —
 —
 5,228
 7,842
 —
 —
 —
 137,496
 12/27/2016 —
 —
 —
 —
 —
 —
 —
 18,980
 10.54
 200,001
 10/30/2018 —
 —
 —
 —
 5,736
 8,604
 —
 —
 —
 137,492
 1/16/2017 —
 —
 —
 —
 6,004
 9,006
 —
 —
   164,980
 1/22/2019 —
 —
 —
 —
 —
 —
 12,438
 —
 —
 275,004
 1/16/2017 —
 —
 —
 —
 —
 —
 7,143
 —
 —
 192,504
 n/a —
 334,250
 668,500
 —
 —
 —
 —
 —
 —
 —
 1/16/2017 —
 —
 —
 —
 —
 —
 —
 16,090
 11.97
 192,530
                    
 n/a —
 $315,000
 $630,000
              
Andrew G. Lampereur 10/18/2016 —
 —
 —
 —
 9,253
 13,880
 —
 —
 $—
 $210,011
 1/16/2017 —
 —
 —
 —
 —
 —
 9,091
 —
 —
 245,002
 1/16/2017 —
 —
 —
 —
 —
 —
 —
 20,480
 11.97
 245,060
Stephen J. Rennie 10/18/2016 —
 —
 —
 —
 5,618
 8,427
 —
 —
 $—
 $127,509
 1/16/2017 —
 —
 —
 —
 —
 —
 5,519
 —
 —
 148,737
 1/16/2017 —
 —
 —
 —
 —
 —
 —
 12,430
 11.97
 148,735
 n/a —
 $246,000
 $492,000
              
Roger A. Roundhouse 10/18/2016 —
 —
 —
 —
 6,873
 10,310
 —
 —
 $—
 $155,993
 10/30/2018 —
 —
 —
 —
 5,228
 7,842
 —
 —
 —
 137,496
 1/16/2017 —
 —
 —
 —
 —
 —
 6,753
 —
 —
 181,993
 10/30/2018 —
 —
 —
 —
 5,736
 8,604
 —
 —
 —
 137,492
 1/16/2017 —
 —
 —
 —
 —
 —
 —
 15,210
 11.97
 182,000
 1/22/2019 —
 —
 —
 —
 —
 —
 12,438
 —
 —
 275,004
 n/a —
 $252,000
 $504,000
               n/a —
 279,000
 558,000
 —
 —
 —
 —
 —
 —
 —
Eugene Skogg 10/18/2016 —
 —
 —
 —
 4,759
 7,139
 —
 —
 $—
 $108,013
                    
John Jeffrey Schmaling(6)
 10/30/2018 —
 —
 —
 —
 5,228
 7,842
 —
 —
 —
 137,496
 1/16/2017 —
 —
 —
 —
 —
 —
 4,675
 —
 —
 125,991
 10/30/2018 —
 —
 —
 —
 5,736
 8,604
 —
 —
 —
 137,492
 1/16/2017 —
 —
 —
 —
 —
 —
 —
 10,530
 11.97
 126,000
 1/22/2019 —
 —
 —
 —
 —
 —
 12,438
 —
 —
 275,004
 n/a —
 $216,600
 $433,200
               n/a —
 279,000
 558,000
 —
 —
 —
 —
 —
 —
 —
                                        
Fabrizio Rasetti 10/30/2018 —
 —
 —
 —
 3,802
 5,703
 —
 —
 —
 99,993
 10/30/2018 —
 —
 —
 —
 4,172
 6,258
 —
 —
 —
 100,003
 1/22/2019 —
 —
 —
 —
 —
 —
 9,046
 —
 —
 200,007
 n/a —
 232,200
 464,400
 —
 —
 —
 —
 —
 —
 —
(1) 
These columns show the range of payouts under the fiscal 20172019 Annual Bonus plan described on page 23.19. The actual bonuses earned under this plan are included in the Summary Compensation Table on page 30. Since Mr. Lampereur departed the Company effective January 2017, he was not eligible for a 2017 bonus and therefore bonus payout ranges are not provided.25.
(2) 
Reflects Performance Shares granted in fiscal 20172019 under the Company’s 20092017 Omnibus Plan. Refer to page 2420 “Equity Compensation-Performance Based Restricted Stock” for further details on these awards.
(3) 
Reflects restricted stock units granted in fiscal 20172019 under the Company’s 20092017 Omnibus Plan.
(4) 
Reflects stock options granted in fiscal 2017 under the Company’s 2009 Omnibus Plan.
(5)
The grant date fair value of restricted stock unit awards is based on the market price of the shares on the grant date or a simulation model (Monte Carlo), depending on the type of performance condition, while the fair valuecondition. See Note 14 of the option awards is determined using a binomial pricing model. ReferNotes to Consolidated Financial Statements included in our Annual Report on Form 10-K for details regardingthe year ended August 31, 2019 for a discussion of the assumptions utilized to value share based awards.made in determining the grant date fair values in this column.
(6)

Mr. Dillon joined the Company in December 2016, but his annual bonus was based upon full year earnings as stated in his offer letter dated November 10, 2016. Mr. Dillon also received a $600,000 restricted stock grant and $200,000 option grant upon joining the Company.



Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the outstanding equity incentive plan awards held by each NEO at August 31, 2017:
  Option Awards Stock Awards  Performance Awards (2) 
Name 
Date of
Grant
 
Number of
Securities
Underlying
Options (#)
Exercisable
 
Number of
Securities
Underlying
Options (#)
Unexercisable
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (1)
  
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (1)
 
Randal W. Baker 3/21/2016 —
 120,441
 $24.42
(5)3/21/2026
 47,092
 $1,132,563
(5) —
 —
 
  4/4/2016 —
 —
 —
 —
 2,031
 48,845
(7) —
 —
 
  7/11/2016 —
 —
 —
 —
 5,397
 129,798
(7) —
 —
 
  10/14/2016 —
 —
 —
 —
 12,500
 300,625
(7) —
 —
 
  10/18/2016 —
 —
 —
 —
 —
 —
  33,044
 $794,708
 
  1/16/2017 —
 73,130
 26.95
(5)1/16/2027
 32,468
 780,855
(6) —
 —
 
Rick T. Dillon 12/27/2016 0 12/18/1951 26.95-512/27/2026 12/13/1960 12/9/3365-4 0 0 
  1/16/2017 0 1/19/1944 26.95-51/16/2027 7/22/1919 5/4/2370-6 6/8/1916 5/4/2295 
Andrew G. Lampereur 1/14/2008 50,000
 —
 $28.36
(3)1/14/2018
 —
 —
  —
 —
 
  1/9/2009 92,000
 —
 18.33
(3)1/9/2019
 —
 —
  —
 —
 
  1/12/2010 44,400
 —
 19.20
(3)1/12/2020
 —
 —
  —
 —
 
  1/14/2011 37,000
 —
 27.77
(3)1/14/2021
 —
 —
  —
 —
 
  1/9/2012 25,800
 —
 22.87
(3)1/9/2022
 —
 —
  —
 —
 
  1/14/2013 20,798
 —
 28.70
(3)1/14/2023
 —
 —
  —
 —
 
  1/13/2014 15,238
 —
 35.71
(3)1/13/2024
 —
 —
  —
 —
 
  10/29/2014 —
 —
 —
 —
 —
 —
  6,486
 $155,988
(3)
  1/20/2015 26,159
 —
 22.98
(3)1/20/2025
 —
 —
  —
 —
 
  10/19/2015 —
 —
 —
 —
 —
 —
  9,321
 224,170
(3)
  1/19/2016 28,513
 —
 21.41
(3)1/19/2026
 —
 —
  —
 —
 
  10/18/2016 —
 —
 —
 —
 —
 —
  9,253
 222,535
(3)
  1/16/2017 20,480
 —
 26.95
(3)1/16/2027
 —
 —
  —
 —
 
Stephen J. Rennie 1/8/2013 0 525 28.21-91/8/2023 0 0  0 0 
  1/14/2013 7/26/1917 7/26/1917 28.70-91/14/2023 1568 3/30/2003-9 0 0 
  4/8/2013 0 1000 29.65-94/8/2023 0 0  0 0 
  1/13/2014 4/19/1914 4/19/1914 35.71-91/13/2024 1400 3/7/1992-9 0 0 
  4/4/2014 0 2000 34.48-94/4/2024 0 0  0 0 
  7/7/2014 0 11/4/1906 34.09-97/7/2024 0 0  0 0 
  10/20/2014 0 1500 29.62-910/20/2024 0 0  0 0 
  1/7/2015 0 1000 25.29-91/7/2025 0 0  0 0 
  1/20/2015 0 8/30/1963 22.98-91/20/2025 9/4/1916 2/18/2301-9 0 0 
  4/6/2015 0 1500 24.46-94/6/2025 0 0  0 0 
  10/19/2015 0 0 0 0 4/7/1910 12/2/2146-9 0 0 
  1/6/2016 0 0 0 0 3/18/1908 7/14/2097-9 0 0 
  1/19/2016 0 5/6/1974 21.41-91/19/2026 3/7/1919 4/26/2361-9 0 0 
  4/4/2016 0 0 0 0 5/23/1907 10/12/2077-9 0 0 
  10/18/2016 0 0 0 0 0 0  5/19/1915 12/3/2269-9
  1/16/2017 0 1/11/1934 26.95-91/16/2027 2/9/1915 5/27/2263-9 0 0 
Roger A. Roundhouse 5/5/2014 7,331
 —
 $33.93
 5/5/2024
 —
 —
  —
 —
 
  10/29/2014 —
 —
 —
 —
 —
 —
  4,084
 $98,220
 
  1/20/2015 —
 16,471
 22.98
(5)1/20/2025
 6,473
 $155,676
(5) —
 —
 
  4/6/2015 —
 6,000
 24.46
(8)4/6/2025
 —
 —
  —
 —
 
  10/19/2015 —
 —
 —
 —
 —
 —
  6,353
 152,790
 
  10/30/2015 —
 —
 —
 —
 4,600
 110,630
(7) —
 —
 
  1/19/2016 —
 19,430
 21.41
(5)1/19/2026
 7,519
 180,832
(5) —
 —
 
  3/17/2016 —
 —
 —
 —
 13,334
 320,682
(6) 10,000
 240,500
 
  10/18/2016 —
 —
 —
 —
 —
 —
  6,873
 165,296
 
  1/16/2017 —
 15,210
 26.95
(5)1/16/2027
 6,753
 162,410
(6) —
 —
 



2019:
  Option Awards Restricted Stock Awards  Performance Awards (2) 
  
Date of
Grant
 
Number of
Securities
Underlying
Options (#)
Exercisable
 
Number of
Securities
Underlying
Options (#)
Unexercisable
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (1)
  Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)		 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (1)
 
Eugene Skogg 7/21/2015 0 7/12/1945 22.95(10)7/21/2025 8/11/1935 6/18/2756-10 0 0 
  10/19/2015 0 0 0 0 0 0  5/5/1911 10/18/2172-10
  10/30/2015 0 0 0 0 2/16/1917 12/31/2311-10 0 0 
  1/6/2016 0 0 0 0 1/24/1941 9/11/2887-10 0 0 
  1/19/2016 0 9/10/1934 21.41-101/19/2026 6/4/1913 11/28/2222-10 0 0 
  4/4/2016 0 0 0 0 9/8/1913 3/25/2229-10 0 0 
  10/18/2016 0 0 0 0 0 0  1/10/1913 5/12/2213-10
  1/16/2017 0 10/29/1928 26.95-101/16/2027 10/18/1912 10/31/2207-10 0 0 
  Option Awards Stock Awards
Name 
Date of
Grant
 
Number of
Securities
Underlying
Options (#)
Exercisable
 
Number of
Securities
Underlying
Options (#)
Unexercisable
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
 
Market
Value of
Shares or
Units of Stock That
Have Not
Vested
($) (1)
 
Equity Incentive Plan Awards: Number of
Unearned Shares or
Units or Other Rights That
Have Not
Vested
(#) (2)
 
Equity Incentive Plan Awards: Market or Payout
Value of Unearned
Shares,
Units or Other Rights That
Have Not
Vested
($) (1)
Randal W. Baker 3/21/2016 60,220
 60,221
 24.42
(4)3/21/2026
 23,546
 522,957
(4)—
 —
  10/14/2016 —
 —
 —
 —
 12,500
 277,625
(6)—
 —
  10/18/2016 —
 —
 —
 —
 —
 —
 33,044
 733,907
  1/16/2017 —
 73,130
 26.95
(4)1/16/2027
 10,825
 240,423
(5)—
 —
  10/17/2017 —
 —
 —
 —
 —
 —
 47,853
 1,062,815
  1/22/2018 —
 —
 —
 —
 33,462
 743,191
(5)—
 —
  10/30/2018 —
 —
 —
 —
 —
 —
 54,947
 1,220,373
  1/22/2019 —
 —
 —
 —
 62,330
 1,384,349
(5)—
 —
                   
Rick T. Dillon 12/27/2016 —
 18,980
 26.95
(4)12/27/2026
 —
 —
 —
 —
  1/16/2017 —
 16,090
 26.95
(4)1/16/2027
 2,381
 52,882
(5)6,004
 133,349
  10/17/2017 —
 —
 —
 —
 —
 —
 10,026
 222,667
  1/22/2018 —
 —
 —
 —
 7,011
 155,707
(5)—
 —
  10/30/2018 —
 —
 —
 —
 —
 —
 10,964
 243,510
  1/22/2019 —
 —
 —
 —
 12,438
 276,248
(5)—
 —
                   
Roger A. Roundhouse 5/5/2014 7,331
 —
 33.93
 5/5/2024
 —
 —
 —
 —
  1/20/2015 8,236
 8,235
 22.98
(4)1/20/2025
 3,236
 71,872
(4)—
 —
  4/6/2015 —
 6,000
 24.46
(7)4/6/2025
 —
 —
 —
 —
  1/19/2016 9,715
 9,715
 21.41
(4)1/19/2026
 3,759
 83,487
(4)—
 —
  10/18/2016 —
 —
 —
 —
 —
 —
 6,873
 152,649
  1/16/2017 —
 15,210
 26.95
(4)1/16/2027
 2,251
 49,995
(5)—
 —
  10/17/2017 —
 —
 —
 —
 —
 —
 10,026
 295,266
  1/22/2018 —
 —
 —
 —
 7,011
 155,714
(5)—
 —
  10/30/2018 —
 —
 —
 —
 —
 —
 10,964
 243,510
  1/22/2019 —
 —
 —
 —
 12,438
 276,248
(5)—
 —
                   
John Jeffrey Schmaling 2/12/2018 —
 —
 —
 —
 7,154
 158,890
(5)10,191
 226,342
  10/30/2018 —
 —
 —
 —
 —
 —
 10,964
 243,510
  1/22/2019 —
 —
 —
 —
 12,438
 276,248
(5)—
 —
                   
Fabrizio Rasetti 5/7/2018 —
 —
 —
 —
 8,334
 185,098
(3)—
 —
  10/30/2018 —
 —
 —
 —
 —
 —
 7,974
 177,104
  1/22/2019 —
 —
 —
 —
 9,046
 200,912
(5)—
 —
(1)(1 ) Market value of restricted stock unit awards and Performance Shares is based on the $22.21 closing price of the Company’s common stock on August 30, 2019 (the last trading day of fiscal 2019).
Market value of restricted stock awards and Performance Shares has been computed by multiplying the $24.05 closing price of the Company’s common stock on August 31, 2017 (the last trading day of fiscal 2017) by the number of shares awarded.
(2) 
With the exceptionRepresents awards of the March 17, 2016 grant to Mr. Roundhouse, awards represent Performance Shares (at target) that include a three-year performance period and vest based on achievement of an absolute Free Cash Flow Conversion target and the Company’s TSR percentile relative to the S&P 600 SmallCap Industrial Index. Subsequent to August 31, 20172019 and the completion of the three yearthree-year performance period, the 2015fiscal 2017 Performance Share grant (granted on October 29, 2014)18, 2016) vested at 74%60% of the target level. See “Equity Compensation-Performance Based Restricted Stock” on page 2420 for additional details. The March 17, 2016 award to Mr. Roundhouse vests if certain segment-specific EBITDA targets are achieved by August 31, 2018.details
(3) 
Mr. Lampereur departed the CompanyRestricted stock units vest in January 2017. Asequal annual installments over a condition of termination, all of Mr. Lampereur's unvested restricted stock and stock options were fully vested, and all unvested performance awards remain outstanding subject to the original performance criteria.two-year period.
(4)
Restricted stock vests in equal installments over a two year period.
(5) 
Fifty percent of the share based award vests on the third anniversary of the grant date and the balance of the award vests on the fifth anniversary of the grant date. For such awards made to Mr. Baker in 2016 and Mr. Roundhouse in 2015 and 2016, the amount presented reflects the remaining unvested balance.
(5)
Restricted stock units vest in equal annual installments over a three-year period.
(6) 
Restricted stock vests in equal installments over a three year period.
(7)
Restricted stockunits received in connection with the Investment/Matching Restricted Stock Program vests on the third anniversary of the grant date.
(8)(7) 
Stock options become exercisable on the fifth anniversary of the grant date.
(9)

Mr. Rennie departed the Company in October 2017. As a condition of termination, any restricted stock and stock option grants vesting within 2 years of termination will vest. All other restricted stock units and stock options will be forfeited effective October 2017. Mr Rennie's fiscal 2017 performance award will remain outstanding subject to the original performance criteria.
(10)
Mr. Skogg departed the Company in September 2017. As a condition of termination, any unvested restricted stock and stock option grants will fully vest as of September 2017 and all unvested performance awards remain outstanding subject to the original performance criteria.




Equity Awards Exercised and Vested in Fiscal 20172019
The grant date fair value of equity compensation awards in each of the past three fiscal years is included in the Summary Compensation Table on page 30.25. However, this does not reflect the actual value realized on past awards, which may be more or less than the target values, depending on the appreciation in the price of the Company’s common stock. The following table summarizes the number of shares and the actual value realized by each NEO upon the exercise of options and vesting of restricted stock units during fiscal 2017.2019.
 
 Option Awards Stock Awards Option Awards Stock Awards
Name 
Number of Shares
Acquired on  Exercise (#)
 
Value
Realized on
Exercise ($)(1)
 
Number of Shares
Acquired on  Vesting (#)
 
Value Realized
on Vesting ($)(1)
 Number of Shares
Acquired on Exercise (#)		 Value
Realized on
Exercise ($)		 Number of Shares
Acquired on Vesting (#)		 
Value Realized
on Vesting ($)(1)
Randal W. Baker —
 $—
 —
 $—
 — $—
 58,524
 $1,348,639
Rick T. Dillon —
 —
 —
 —
 — —
 17,017
 361,959
Andrew G. Lampereur 42,500
 135,404
 105,883
 2,893,406
Stephen J. Rennie —
 —
 2,748
 70,621
Roger A. Roundhouse —
 —
 7,639
 217,454
 — —
 27,723
 648,890
Eugene E. Skogg —
 —
 6,470
 155,604
John Jeffrey Schmaling — —
 3,576
 85,466
Fabrizio Rasetti — —
 4,166
 103,817
(1) 
Value realized on exercise of stock options reflects the difference between the option exercise price and the market price at exercise multiplied by the number of shares, while the value realized on the vesting of restricted stock units and Performance Share awards reflects the number of shares vested multiplied by the market price of the stock on the vest date.



Employee Deferred Compensation
NEO’s participate in the Company’s Employee Deferred Compensation Plan and Supplemental Executive Retirement Plan (see page 2722 for a description of the plans).  
Name 
NEO
Contributions
in Fiscal 2017 (1)
 
Actuant
Contributions
 
Aggregate
Investment Earnings
in Fiscal 2017
 
Aggregate
Withdrawals
and
Distributions
 
Aggregate
Balance at
August 31,
2017 (4)
 
Executive
Contributions
in Last Fiscal Year(1) ($)
 Registrant Contributions in Last Fiscal Year ($) 
Aggregate
Earnings
in Last Fiscal Year
 
Aggregate
Withdrawals/
Distributions ($)
 
Aggregate
Balance at
Last FYE (4) ($)
Interest (2) Other (3) 
Interest (2)
 
Other (3)
 
Randal W. Baker                        
Deferred Compensation $42,500
 $23,925
 $2,311
 $337
 $—
 $90,450
 43,350
 850
 7,367
 (14,113) —
 212,032
Supplemental Executive Retirement —
 42,500
 963
 —
 —
 59,678
 —
 75,810
 6,765
 —
 —
 199,960
            
Rick T. Dillon                        
Deferred Compensation $—
 $10,656
 $—
 $—
 $—
 $10,656
 95,779
 624
 3,981
 (5,031) —
 124,425
Supplemental Executive Retirement —
 9,606
 —
 —
 —
 9,606
 —
 34,298
 1,654
 —
 —
 65,359
Andrew G. Lampereur            
Deferred Compensation $35,218
 $—
 $412,231
 $1,871
 $—
 $5,660,757
Supplemental Executive Retirement —
 —
 21,630
 —
 —
 312,950
Stephen J. Rennie            
Deferred Compensation $—
 $4,821
 $8,996
 $675
 $—
 $197,504
Supplemental Executive Retirement —
 21,286
 5,022
 —
 —
 103,054
            
Roger A. Roundhouse 
 
 
 
 
 
            
Deferred Compensation $—
 $4,494
 $—
 $387
 $—
 $14,700
 15,202
 608
 —
 6,966
 —
 40,215
Supplemental Executive Retirement —
 16,592
 2,381
 —
 —
 57,149
 —
 33,108
 5,375
 —
 —
 128,474
Eugene E. Skogg            
            
John Jeffrey Schmaling            
Deferred Compensation $121,409
 $3,642
 $11,446
 $267
 $—
 $253,232
 —
 —
 —
 —
 —
 —
Supplemental Executive Retirement —
 24,367
 1,294
 —
 —
 46,987
 —
 39,001
 518
 —
 —
 48,865
            
Fabrizio Rasetti            
Deferred Compensation —
 —
 —
 —
 —
 —
Supplemental Executive Retirement —
 18,872
 240
 —
 —
 23,439
(1) 
NEO contributions include employee elective deferrals of base salary, annual bonus or restricted stock units (in accordance with the 20092017 Omnibus Incentive Plan).
(2) 
Interest was earned on deferred balances at various rates based on the year that eligible compensation was deferred, with a rate of 5.74%2.86% for calendar 2017fiscal 2019 contributions. While the interest rates are above the SEC benchmark “market” rate (120% of the applicable federal long-term rate), the Company believes the rates are appropriate as they are reflective of the unsecured and unfunded nature of the Employee Deferred Compensation Plan and Supplemental Executive Retirement Plan. The rates are intended to approximate the rates the Company would pay for similar unsecured loans on the open market. Only the difference between the interest credited to the participant’s account and the SEC benchmark “market” rate of 3.09%2.80% is included under the caption “Non-qualified Deferred Compensation Earnings” in the Summary Compensation Table on page 30.25.
(3) 
Represents gain (loss) on ActuantCompany stock and reinvested dividends included in each NEO’s deferred compensation account.
(4) 
The aggregate balance of August 31, 20172019 represents the balance in each NEO’s participant account.


Equity Compensation Plan Information
The following table summarizes information, as of August 31, 2017,2019, relating to our equity compensation plans pursuant to which grants of options, restricted sharesstock units or other rights to acquire shares may be granted from time to time.
Plan Category 
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights (1)
 
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights
 
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in First
Column) (2)
 
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights (1)
 
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights(2)
 
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in First
Column) (3)
Equity compensation plans approved by security holders (1) 4,482,078
 $24.47
 4,830,399
 2,887,369
 $25.88
 3,440,392
Equity compensation plans not approved by security holders —
 —
 —
 —
 —
 —
 4,482,078
 $24.47
 4,830,399
 2,887,369
 $25.40
 3,440,392
(1) 
The number of securities to be issued upon exercise of outstanding options, warrants and rights includes 2,925,0401,481,360 stock options at a weighted average exercise price of $24.24, 266,590$25.83, 125,183 stock appreciation rights at a weighted average exercise price of $26.97$26.46 (the number of actual shares issued will vary based on the stock price on the date of exercise), 1,174,808988,192 restricted stock units and 115,640292,634 Performance Shares (at target).
(2) 
The weighted average exercise price does not take into account awards of Performance Shares or restricted stock units.
(3)
The number of securities remaining available for future issuance under equity compensation plans include 4,524,0273,212,656 shares under the 2017 Omnibus Plan, 59,87624,325 shares under the Actuant CorporationCompany’s Deferred Compensation Plan and 246,496203,411 shares under the Actuant CorporationCompany’s 2010 Employee Stock Purchase Plan.

Change In Control PaymentsSenior Officer Severance Plan and Other Separation AgreementsRetention Agreement
Senior Officer Severance Plan
On July 30, 2019, the Board of Directors approved the Company’s Senior Officer Severance Plan (the “Severance Plan”) to provide increased certainty for the covered executive officers and the Company in the event of a severance. The Severance Plan is

Other
expected to assist the Company with the retention and recruitment of key executives, provide the Company with important protections, and reduce costs in the event of a dispute. The Severance Plan applies to the Company’s Chief Executive Officer and any Executive Vice President of the Company (the “Senior Officers”). The Severance Plan specifically provides that none of the employees of the businesses of the Company’s Engineered Components & Systems (“EC&S”) segment that were divested on October 31, 2019 is included as a Senior Employee covered by the Severance Plan.
The Severance Plan provides that, in the event the employment of a Senior Officer is terminated by the Company without “Cause” or by a Senior Officer with “Good Reason” (as each term is defined in the Severance Plan):
the Senior Officer would be entitled to receive a lump-sum payment equal to the sum of (i) one year’s base salary at the Senior Officer’s regular salary rate, (ii) the annual bonus that would have been payable to the Senior Officer under the Company’s annual bonus plan for the fiscal year in which such termination of employment occurs based on achievement of financial and other goals at “target” levels, and (iii) the portion of the monthly premium that the Company would normally pay for 12 months of medical, dental and vision coverage at the Senior Officer’s same level for such benefits immediately prior to the termination of employment (including dependent coverage, if applicable);
outstanding unvested stock options granted by the Company to the Senior Officer would become vested upon the termination of employment and each outstanding unexercised stock option, including previously vested stock options, would remain exercisable until the earlier of (i) the date such stock option would have expired by its original terms (disregarding any provision for early expiration of the stock option upon termination of employment) or (ii) 10 years after the date such stock option was granted;
outstanding restricted stock units granted by the Company to the Senior Officer would become vested upon termination of employment;
with respect to any outstanding Performance Shares awarded by the Company to the Senior Officer, the requirement for the Senior Officer to remain employed during the relevant period would be waived, and the Senior Officer would be entitled to receive, following the completion of the relevant performance period, a pro rata pay out (based on the portion of the performance period during which the Senior Officer was employed) to the extent Performance Shares are earned based on the level of achievement of performance goals;
the Senior Officer would be entitled to receive benefits under the retirement plans of the Company in which the Senior Officer participates based on the terms of such plans; and
the Senior Officer would be entitled to receive outplacement services in a form, manner and with a scope of benefits as determined by the Compensation Committee of the Company’s Board of Directors, or any successor administrator appointed under the Severance Plan.
The Severance Plan provides for the reduction of the foregoing payments and benefits in connection with the application of Internal Revenue Code Section 280G if such a reduction would enable the Senior Officer to financially benefit on an after-tax basis. In addition, the Severance Plan provides that a Senior Officer whose employment is terminated in connection with a sale of a business unit is not entitled to the foregoing benefits if the Senior Officer receives an “Offer of Comparable Employment” (as defined in the Severance Plan) from the purchaser of the business unit. The Severance Plan also provides that if a Senior Officer becomes entitled, prior to satisfaction of conditions for payment under the Severance Plan, to receive severance benefits under an agreement with the Company upon termination of employment in connection with a change in control of the Company or sale of a business unit of the Company then no benefits are payable to the Senior Officer pursuant to the Severance Plan. Accordingly, Mr. Roundhouse did not receive any payments under the Severance Plan in connection with the cessation of his employment.
The receipt by a Senior Officer of any payment or other benefit under the Severance Plan is conditioned upon (i) the delivery by the Senior Officer of a full and unconditional release of all claims against the Company in a form appended to the Severance Plan, (ii) the delivery by the Senior Officer of an agreement in a form appended to the Severance Plan including provisions relating to, among other matters, confidentiality, non-competition, non-solicitation of the Company’s customers, and non-hiring of the Company’s employees, and (iii) the Senior Officer’s agreement to provide reasonable assistance with respect to specified matters during the 12 months following termination of employment.
The Severance Plan provides that it may be amended or terminated at any time by the Company, provided that if there is a “Change in Control” of the Company (as defined in the Severance Plan), then during the two years following the Change in Control the Severance Plan may not be modified or rescinded to adversely affect the rights of the Senior Officers covered by the Severance Plan at the time of the Change in Control. In addition, if the Company becomes obligated to make any payments under the Severance Plan to a Senior Officer, the Severance Plan will remain in effect until such obligations have been satisfied. The Severance Plan also provides that all benefits under the Severance Plan are subject to the Company’s clawback policy for executive officers or any other clawback policy of the Company that is subsequently in effect.
Retention Agreement
In anticipation of the contemplated sale of the Company’s former EC&S segment, on April 12, 2019 the Company entered into a Retention Incentives Agreement (the “Retention Agreement”) with Mr. Roundhouse to provide an incentive for Mr. Roundhouse to remain with the Company and work diligently to support the Company’s evaluation of strategic alternatives regarding the EC&S segment. The Retention Agreement provided for payments by the Company to Mr. Roundhouse upon the achievement of specified


milestones, including the completion of the sale of the EC&S segment, subject to his continued employment. During fiscal 2019, Mr. Roundhouse received a milestone payment of $139,500 pursuant to the Retention Agreement, and upon completion of the sale of the EC&S segment on October 31, 2019, he received the final milestone payment of $325,500. The Retention Agreement provided for the payment to Mr. Roundhouse of an amount equal to twice his highest annual bonus paid in the prior three fiscal years, reduced by the amount of the annual bonus payable to Mr. Roundhouse for the fiscal year ended August 31, 2019, which net amount was $652,194. Pursuant to the Retention Agreement, all of his unvested restricted stock units, performance stock units (at target level) and stock options outstanding at the time of completion of the sale of the EC&S segment became vested. The Retention Agreement further provides that the Company pay the reasonable fees and expenses of legal counsel engaged to represent transferring executives in connection with the sale of the EC&S Segment to a buyer sponsored by a private equity or financial group.
The Retention Agreement also provides for severance to be paid by the Company to Mr. Roundhouse if either (i) his employment is involuntarily terminated (other than for “Cause,” as defined in the separation agreements noted below,Retention Agreement), or he terminates his employment for “Good Reason” (as defined in the Retention Agreement), within 24 months after the sale of the EC&S segment, or (ii) Mr. Roundhouse’s employment had been involuntarily terminated (other than for “Cause”) within six months prior to the sale of the EC&S segment. The severance to be paid in those circumstances is twice Mr. Roundhouse’s annual salary (as of the date of the Retention Agreement) and the continuation of welfare benefits and perquisites in effect as of the completion date of the sale for up to two years. The Retention Agreement amended and replaced the Change in Control Agreement entered into on August 7, 2017 between the Company and Mr. Roundhouse. The Retention Agreement also contains comprehensive restrictive covenants from Mr. Roundhouse, including covenants not to compete in the Company’s favor, and provides that incentive payments made pursuant to the Retention Agreement are subject to the Company’s clawback policy for executive officers.
No Employment Agreements
The Company does not have employment contracts with any of its NEOs. Whether and to what extentNEOs who are current employees.
Severance Payments
The following table provides the estimated payments for the NEOs as if their employment had been terminated by the Company would provide severance benefits to any NEOs upon termination (other than due toon August 31, 2019 in the absence of a change in control)control of the Company. The amounts presented for Messrs. Baker, Dillon, Schmaling and Rasetti are determined with respect to the Severance Plan. In light of his Retention Agreement and the provisions thereof, the amounts presented for Mr. Roundhouse are determined with respect to the severance provisions of that agreement (and include the vesting of unvested equity awards upon the completion of the sale of the EC&S Segment).

Name Base
Salary		 Annual
Bonus		 
Stock
Options (1)
 
Stock
Awards (2)
 
Benefits (3)
 Total
Randal W. Baker $867,000
 $867,000
 $—
 $3,168,545
 $13,824
 $4,916,369
Rick T. Dillon 477,500
 334,250
 —
 484,844
 17,976
 1,316,570
Roger A. Roundhouse 465,000
 279,000
 —
 637,316
 17,976
 1,399,292
John Jeffrey Schmaling 465,000
 279,000
 —
 435,138
 12,564
 1,191,702
Fabrizio Rasetti 387,000
 232,200
 —
 386,010
 17,976
 1,023,186
(1)
Represents the intrinsic value (difference between the $22.21 per share closing trading price at August 30, 2019 (the last trading day of fiscal 2019) and exercise price, multiplied by the number of shares subject to the option) of unvested stock options with an exercise price per share of less than $22.21 (i.e., options that are “in the money”).
(2)
Represents market value of unvested restricted stock units based on the August 30, 2019 closing price of the Company’s common stock ($22.21), but does not include any amount with respect to the vesting of unvested Performance Shares as the amount of shares to be issued under such awards is dependent on the level of performance achieved for the full three-year performance period and accordingly is not known.
(3)
For Messrs. Baker, Dillon, Schmaling and Rasetti, represents the portion of the monthly premium that the Company would pay for 12 months of medical, dental and vision insurance coverage, but does not include an estimate of the cost of outplacement services because such amount is not presently determinable (under the Severance Plan, the form, manner and with a scope of such services is subject to the discretion of the Compensation Committee). For Mr. Roundhouse, represents the estimated costs of continued welfare benefits and perquisites for a period of two years.
Death or Disability Arrangements
NEOs are not generally entitled to any special benefits upon death or permanent disability. In the case of an NEO death, payment of base salary would cease. The executive’s estate would receive an earned, pro-rata 401(k) match and core contribution, non-qualified core contribution under the Deferred Compensation Plan benefit and annual bonus. All stock options, restricted stock units and Performance Shares would become 100% vested. The value of each NEO’s stock options and restricted stock units as of August 31, 2019, whose vesting would be accelerated upon death, is discretionary.the same as disclosed in the preceding Severance Payments table. The value of Performance Shares, whose vesting would be accelerated upon death, is presently undeterminable as it depends on future performance results.
If the NEO becomes disabled during employment, base salary would continue at 100% for up to six months while the executive is disabled. If the executive remains disabled after six months and enrolled in the voluntary supplemental long term disability program, the insurance carrier would begin making disability payments to the executive. Otherwise, no further salary or disability payments would be due. Additionally, all NEOs currently participate in a company-paid supplemental disability insurance program. Benefits from that policy would be paid by the insurance carrier in addition to the voluntary group policy. The NEO would receive an earned, pro-rata 401(k) match and core contribution, non-qualified core contribution under the Deferred Compensation Plan benefit,


and annual cash bonus payout after six months of disability. In the event of termination of employment due to permanent disability, all unvested stock options, restricted stock units and Performance Shares would become vested.
Change in Control Payments
Change in ControlDeath or Disability Arrangements
Change in control agreementsNEOs are in place with each of the NEOs providing certainnot generally entitled to any special benefits upon terminationdeath or permanent disability. In the case of employment following both a change in controlan NEO death, payment of base salary would cease. The executive’s estate would receive an earned, pro-rata 401(k) match and a triggering event. Such agreements are intended to encourage executives to considercore contribution, non-qualified core contribution under the best interestsDeferred Compensation Plan benefit and annual bonus. All stock options, restricted stock units and Performance Shares would become 100% vested. The value of shareholders by alleviating any concerns about their own personal financial well-beingeach NEO’s stock options and restricted stock units as of August 31, 2019, whose vesting would be accelerated upon death, is the same as disclosed in the facepreceding Severance Payments table. The value of a potential change in control ofPerformance Shares, whose vesting would be accelerated upon death, is presently undeterminable as it depends on future performance results.
If the Company.
A triggering event is defined as:
a material reduction in theNEO becomes disabled during employment, base salary or annual bonus opportunity, or material reduction in the total value of the fringe benefits received by the executive from the Company from prior levels receivedwould continue at the time of a change in control or during the100% for up to six month period prior to the change in control;
a material reduction in authority and responsibility or a material decrease in the same for the supervisor to whom the executive reports, from the levels existing at the time of a change in control or the six month period prior to the change in control; or
a change in the location or headquarters wheremonths while the executive is expected to work that is 40 or more miles fromdisabled. If the previous location existing at the time of the change in control or during theexecutive remains disabled after six month period preceding the change in control.

A change in control is defined as:
the acquisition by a person or group of more than 50% of our common stock;
the acquisition by a person or group of assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross market value of all of the assets of the Company immediately before such acquisition; or
the acquisition by a person or group of 30% or more of the total voting power of the stock of the Company; or
a changemonths and enrolled in the majority of our Board withoutvoluntary supplemental long term disability program, the endorsement ofinsurance carrier would begin making disability payments to the existing Board members.

The terms of the changeexecutive. Otherwise, no further salary or disability payments would be due. Additionally, all NEOs currently participate in control agreements do not vary by executive, and there are no excise tax gross-ups.  The agreements statea company-paid supplemental disability insurance program. Benefits from that if the Company terminates the executive’s employment within a period beginning six months prior to, and up to 24 months after a change of control (the “Triggering Event Period”), that executive is entitled to receive a lump sum payment equal to two annual base salary plus the greater of (i) two times the highest annual bonus earnedpolicy would be paid by the executive during the three complete fiscal years immediately preceding the termination of employment or (ii) two times the amount of the target annual bonus for the executive during the three complete fiscal years immediately preceding the termination of employment.  The lump sum payment would be payable within 20 days after termination of employment. The multiples to be paidinsurance carrier in the event of a change-in-control were not determined in relationaddition to the overall compensation guideline, but rather as part ofvoluntary group policy. The NEO would receive an objective to attractearned, pro-rata 401(k) match and retain NEOs.  In addition,core contribution, non-qualified core contribution under the executive would continue to receive welfare benefits and perquisites available to that NEO at the time of termination for two years following termination of employment.Deferred Compensation Plan benefit,




and annual cash bonus payout after six months of disability. In addition, if the Company terminates the executive within the Triggering Event Period, any outstanding equity or long-term incentive awards held by the executive immediately priorevent of termination of employment due to termination shall be fully vested  (at target level for performance-based awards)  and, with respect to any stock options, stock appreciation rights or similar awards the executive shall have the full duration of the original exercise period to exercise such award. 

Certain of our equity compensation plans also contain change in control provisions. Our 2002 Stock Option Plan and 2009 Omnibus Plan allow the Committee to either provide for equivalent substitute options to be granted upon a change in control or the cash-out of options previously granted under such plan based on the fair market value of the stock at the time of such settlement, or, with respect to certain awards, the highest fair market value per share of stock during the 60-day period immediately preceding the change in control. Any stock option deferral program that remains in existence requires distribution ofpermanent disability, all deferred shares as soon as practicable after the date of a change in control.

Taking into account the terms of each NEO’s change in control agreement, the following table provides the estimated payments upon a change in control for the NEOs as if their employment had been terminated by the Company or by the NEO on August 31, 2017 after a triggering event:
Name 
Base
Salary
 
Annual
Bonus (1)
 
Stock
Options (2)
 
Stock
Awards (3)
 
Benefits (4)
 Total
Randal W. Baker $1,700,000
 $1,700,000
 $—
 $3,187,394
 $101,035
 $6,688,429
Rick T. Dillon 900,000
 630,000
 —
 851,610
 73,266
 2,454,876
Stephen J. Rennie 820,000
 492,000
 96,570
 881,505
 82,921
 2,372,996
Roger A. Roundhouse 840,000
 504,000
 68,919
 1,587,036
 77,247
 3,077,202
Eugene E. Skogg 722,000
 433,200
 51,747
 1,388,759
 77,956
 2,673,662
(1)
Actual payout will be based on the highest annual bonus target or highest annual paid bonus paid during the previous three years, multiplied by two.
(2)
Represents the intrinsic value (difference between the closing trading price at August 31, 2017 and exercise price, multiplied by the number of shares subject to the option) of unvested stock options, with an exercise price less than $24.05 (i.e. options that are “in the money”).
(3)
Represents market value of unvested restricted stock based on the August 31, 2017 closing price of the Company’s common stock ($24.05).
(4)
Represents estimated costs to provide the welfare benefits and perquisites provided to the NEOs as described on page 27.

Estimated payments owed to the NEOs upon a change in control, absent termination or a triggering event (as defined on page 37) would be the “Stock Options” and “Stock Awards” columns in the table above.

Separation Agreements

In November 2016, the Company entered into a Separation and Release agreement with Mr. Lampereur.  In accordance with the Separation Agreement, Mr. Lampereur’s employment with the Company ended on January 31, 2017 and Mr. Lampereur received (i) $490,000 to be paid to him over a period of one year, (ii) $85,750 to be paid to him for transition services, (iii) continued coverage under the group medical plans of the Company at active employee rates for 12 months following the Separation Date, (iv) vesting of all outstanding stock options and unvested restricted stock units on the Separation Date. Alland Performance Shares held by Mr. Lampereur remainwould become vested.
Change in force and he will receive shares based on the achievement of performance objectives after each performance cycle.Control Payments

Subsequent to August 31, 2017, the Company entered into a Separation and Release agreement with Mr. Skogg and Mr. Rennie, individually. The details of Mr. Skogg and Mr. Rennie’s agreements were filed on Form 8-K dated October 6, 2017.
Death or Disability Arrangements
Our NEOs are not generally entitled to any special benefits upon death or permanent disability. In the case of an NEO death, payment of base salary would cease. The executive’s estate would receive an earned, pro-rata 401(k) match and core contribution, non-qualified core contribution under the Deferred Compensation Plan benefit and annual bonus. All stock options, restricted stock units and performance sharesPerformance Shares would become 100% vested. The value of each NEO’s stock options and restricted stock and performance shares,units as of August 31, 2019, whose vesting would be accelerated upon death, is the same as disclosed in the preceding change in controlSeverance Payments table.

The value of Performance Shares, whose vesting would be accelerated upon death, is presently undeterminable as it depends on future performance results.
If the NEO becomes disabled during employment, base salary would continue at 100% for up to six months while the executive is disabled. If the executive remains disabled after six months and enrolled in the voluntary supplemental long term disability program, the insurance carrier would begin making disability payments to the executive, otherwiseexecutive. Otherwise, no further salary or disability payments would be due. Additionally, all NEOs currently participate in a company-paid supplemental disability insurance program.


Benefits from that policy would be paid by the insurance carrier in addition to the voluntary group policy. The NEO would receive an earned, pro-rata 401(k) match and core contribution, non-qualified core contribution under the Deferred Compensation Plan benefit,


and annual cash bonus payout after six months of disability. AllIn the event of termination of employment due to permanent disability, all unvested stock options, and restricted stock units and Performance Shares would become 100% vested.
Change in Control Payments
Change in Control Arrangements
The Company has entered into change in control agreements with each of the NEOs providing certain benefits upon termination of employment following both a “change in control” of the Company and a “triggering event,” except that the change in control agreement for Mr. Roundhouse was amended and replaced by his Retention Agreement. Such change in control agreements are intended to encourage executives to consider the best interests of shareholders by alleviating any concerns about their own personal financial well-being in the face of a potential change in control of the Company.
A “change in control” is generally defined as:
the acquisition by a person or group of more than 50% of the Company’s common stock;
the acquisition by a person or group of assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross market value of all of the assets of the Company immediately before such acquisition; or
the acquisition by a person or group of 30% or more of the total voting power of the stock of the Company; or
a change in the majority of the Board of Directors without the endorsement of the existing Board members.

A “triggering event” is generally defined as:
a material reduction in the base salary or annual bonus opportunity, or material reduction in the total value of the fringe benefits received by the executive from the Company from prior levels received at the time of a change in control or during the six month period prior to the change in control;
a material reduction in authority and responsibility or a material decrease in the same for the supervisor to whom the executive reports, from the levels existing at the time of a change in control or the six month period prior to the change in control; or
a change in the location or headquarters where the executive is expected to work that is 40 or more miles from the previous location existing at the time of the change in control or during the six month period preceding the change in control.
The terms of the change in control agreements do not vary by executive, and they do not include any provisions for excise tax gross-ups. The agreements state that if the Company terminates the executive’s employment within a period beginning six months prior to, and up to 24 months after a change of control (the “Triggering Event Period”), that executive is entitled to receive a lump sum payment equal to two times the executive’s annual base salary plus the greater of (i) two times the highest annual bonus earned by the executive during the three complete fiscal years immediately preceding the termination of employment or (ii) two times the highest amount of the target annual bonus for the executive during the three complete fiscal years immediately preceding the termination of employment. The lump sum payment would be payable within 20 days after termination of employment. The multiples to be paid in the event of a change in control were not determined in relation to the overall compensation guideline, but rather as part of an objective to attract and retain NEOs. In addition, the executive would continue to receive welfare benefits and perquisites available to that NEO at the time of termination for two years following termination of employment.
The agreements provide for the reduction of the foregoing payments and benefits in connection with the application of Internal Revenue Code Section 280G if such a reduction would enable the executive to financially benefit on an after-tax basis. The agreements also include obligations of the executive relating to, among other matters, confidentiality, non-competition, non-solicitation of the Company’s customers, and non-hiring of the Company’s employees.
In addition, if the Company terminates the executive within the Triggering Event Period, any outstanding equity or long-term incentive awards held by the executive immediately prior to termination shall be fully vested (at the target level of performance for performance-based awards) and, with respect to any stock options, stock appreciation rights or similar awards the executive shall have the full duration of the original exercise period to exercise such award.
Certain of our equity compensation plans and awards also contain change in control provisions. The award agreements for outstanding restricted stock, restricted stock units and Performance Shares provide for immediate vesting upon the occurrence of a change in control, with the amount earned under Performance Share awards being based on achievement of target performance levels. Award agreements for the outstanding stock options held by NEOs provide that the Compensation Committee may, in its discretion, determine the treatment of the option upon a change in control, which may include acceleration of the vesting of the stock option.
Taking into account the terms of each NEO’s change in control agreement, the following table provides the estimated payments upon a change in control for the NEOs as if their employment had been terminated by the Company or by the NEO on August 31, 2019 after a triggering event:


Name 
Base
Salary
 
Annual
Bonus (1)
 
Stock
Options (2)
 
Stock
Awards (3)
 
Benefits (4)
 Total
Randal W. Baker $1,734,000
 $2,056,524
 $—
 $6,185,640
 $125,946
 $10,102,110
Rick T. Dillon 955,000
 769,595
 —
 1,084,381
 135,371
 2,944,347
John Jeffrey Schmaling 930,000
 640,440
 —
 904,991
 96,794
 2,572,225
Fabrizio Rasetti 774,000
 464,400
 —
 563,112
 117,803
 1,919,315
(1)
Actual payout will be based on the highest annual bonus target or highest annual paid bonus paid during the previous three years, multiplied by two.
(2)
Represents the intrinsic value (difference between the $22.21 per share closing trading price at August 30, 2019 (the last trading day of fiscal 2019) and exercise price, multiplied by the number of shares subject to the option) of unvested stock options with an exercise price less than $22.21 (i.e. options that are “in the money”).
(3)
Represents market value of unvested restricted stock units and unvested Performance Shares (at the target level of performance) based on the August 30, 2019 closing price of the Company’s common stock ($22.21).
(4)
Represents estimated costs to provide the welfare benefits and perquisites provided to the NEOs as described on page 22.
Estimated payments owed to the NEOs upon a change in control, absent termination or a triggering event (as defined on page 33) and assuming that the Compensation Committee determined to vest all unvested stock options in connection with the change in control, would be as set forth in the “Stock Options” and “Stock Awards” columns in the table above.
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (“Annual Total Compensation”) of our median-compensated employee and the Annual Total Compensation of our CEO. For our fiscal year 2019:
•the Annual Total Compensation of our median-compensated employee was $58,859; and,
•the Annual Total Compensation of our CEO was $3,915,109.
Accordingly, the ratio of our CEO’s Annual Total Compensation to the median-compensated employee’s Annual Total Compensation was 67 to 1.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Because the SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s Annual Total Compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the amount of compensation of the median-compensated employee and the pay ratio reported by other companies may not be comparable to our estimates reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
SEC rules require a company to identify the median-compensated employee only once every three fiscal years, absent material changes to the employee population during that period. Because there were no such material changes in our employee population since we undertook to identify the median-compensated employee for determination of the ratio for fiscal 2018, we elected to use the same employee for calculating the fiscal 2019 ratio. In identifying the median-compensated employee for fiscal 2018, we used base salary as our consistently applied compensation measure to determine our median employee from our employee population, excluding our CEO, as of July 31, 2018. For hourly employees, the annual base salary was calculated using a reasonable estimate of hours worked and their hourly wage rate. We annualized base salaries for employees who were employed as of July 31, 2018 but were not employed for the full fiscal year. For our non-U.S. employees, we used the foreign exchange rates applicable at August 31, 2018 to convert their base salary into U.S. dollars.



NON-EMPLOYEE DIRECTOR COMPENSATION
 
Director Compensation
Directors who are not employees of the Company are paid an annual cash retainer in fiscal 2019 of $60,000 (as of January 1, 2017) for serving on the Board of Directors and are also reimbursed for expenses incurred in connection with attendance at meetings. As of August 31, 20172019, directors are paid the following additional cash fees for serving on committees:
Committee Member Fee Chairperson Fee Member Fee Chair Fee
Audit $15,000
 $15,000
 $15,000
 $15,000
Compensation 10,000
 10,000
 10,000
 10,000
Nominating & Governance 10,000
 7,500
Nominating & Corporate Governance 10,000
 7,500

Additionally, the Chairman of the Board receives an annual cash fee of $112,500 for services (above and beyond the annual retainer). The directors are not paid “per meeting” fees associated with their services as Company directors. The Company and the Board believe management access to the Board, outside of regular meeting dates, should occur on an “as needed” basis, without concern for the fees associated with such access. Directors elected by the Board between annual meetings are paid a pro rata amount of the annual fee based on the period of their service. Prior to the 2019 annual meeting of shareholders, the Chair of the Board received a cash fee at an annual rate of $112,500 for services (above and beyond the annual retainer).
Equity compensation for the Board in fiscal 20172019 was in the form of restricted stock (approximately 65% weighting)units. Non-employee directors annually receive restricted stock units having a value upon grant of $100,000, with the Chair receiving an additional $100,000 of restricted stock units for the additional services required of the position.
In July 2018, the Board approved a change in practice with respect to the timing of awards of restricted stock units to non-employee directors commencing in 2019, with grants being made in advance to better correlate with market practice. In prior years, director equity grants were made in arrears. Accordingly, for non-employee directors serving since the 2018 annual meeting of shareholders and elected at the 2019 annual meeting of shareholders, director equity compensation for the 2019 fiscal year reflects grants for service both for the annual period prior to, and the annual period beginning with, the 2019 annual meeting of shareholders as a result of restricted stock options (approximately 35% weighting). Inunit grants for both of those years being made in the 2019 fiscal 2017,year. Accordingly, the table below reflects a one-time “doubling-up” of equity compensation for these directors as a result of this change in the timing of the annual awards of restricted stock units.
For their service commencing with the 2018 annual meeting of shareholders, each non-employee director elected at the 2018 annual meeting (except the ChairmanChair of the Board) was granted 2,9304,523 restricted stock options and 2,412 restricted shares.units. The ChairmanChair of the Board was granted 3,580 stock options and 2,955 restricted shares. These stock options and9,046 restricted stock vestunits. These awards of restricted stock units vested after eleven monthsmonths. For their service commencing with the 2019 annual meeting of shareholders, each non-employee director elected at the 2019 annual meeting (except the Chair of the Board) was granted 4,523 restricted stock units. The Chair of the Board was granted 9,046 restricted stock units. These awards of restricted stock units vested after eleven months. Ms. Altmaier, who was elected to the Board on October 29, 2019, received an award of 654 restricted stock units, which vested after approximately two months.
In addition, in recognition that Robert A. Peterson and options have a ten year life. To be market competitive and alignedHolly A. Van Deursen had been unable to our peer companies, effective fiscal 2018, directors will receive their equity compensationtransact in the formsecurities of 100%the Company for a lengthy period of time in light of the Board’s consideration of the matters leading to the determination in January 2019 to pursue a divestiture of the Company’s legacy EC&S segment and the expiration during that period of options that had previously been awarded to them for their respective service as directors, in January 2019, the Board authorized the issuance of 5,068 restricted stock units.units to each of them. The restricted stock units issued to Mr. Peterson were fully vested. In addition, in January 2019, in recognition of his service as Chair of the Board, the Board authorized the full vesting upon his retirement from the Board at the 2019 annual meeting of shareholders of all of Mr. Peterson’s unvested outstanding equity awards.
In fiscal 2017, theThe non-employee directors who served on the Board during all or a portion of the fiscal 2019 received a combination of cash payments and equity-based compensation as shown in the table below and were also reimbursed for actual out-of-pocket expenses incurred in attending meetings. During fiscal 2019, Mr. Peterson served as Chair of the Board until the 2019 annual meeting of shareholders, at which time Mr. Ferland became Chair of the Board.



 
Name 
Annual
Retainer ($)
 
Committee
Fees ($)
 
Stock
Awards
($) (1)
 
Option
Awards
($) (1)
 Total ($) 
Outstanding
Stock
Options at
Fiscal Year
End (#)
 
Non-vested
Restricted
Stock at
Fiscal
Year End
(#)
Gurminder S. Bedi 60,000
 20,000
 65,000
 35,000
 180,000
 54,679
 2,412
Danny L. Cunningham 60,000
 20,500
 65,000
 35,000
 180,500
 2,930
 2,412
E. James Ferland, Jr. 60,000
 25,000
 65,000
 35,000
 185,000
 11,029
 2,412
Richard D. Holder(2)
 15,118
 6,299
 —
 —
 21,417
 —
 —
R. Alan Hunter, Jr. 60,000
 25,000
 65,000
 35,000
 185,000
 62,679
 2,412
Robert A. Peterson 183,750
 17,500
 79,625
 42,875
 323,750
 63,329
 2,955
Holly A. Van Deursen 60,000
 30,000
 65,000
 35,000
 190,000
 54,679
 2,412
Dennis K. Williams 60,000
 25,000
 65,000
 35,000
 185,000
 62,679
 2,412
Name 
Annual
Retainer ($)
 
Committee
Fees ($)
 Chair Fee ($) 
Stock Awards For Year Ending At 2019 Annual Meeting ($)(1)
 
Stock Awards For Year Beginning With 2019 Annual Meeting($) (2)
 Total ($) 
Outstanding
Stock
Options at
Fiscal Year
End (#)
 
Non-vested
Restricted
Stock at
Fiscal
Year End
(#)
Alfredo Altavilla 60,000
 25,000
 —
 100,004
 100,004
 $285,008
 —
 9,046
J. Palmer Clarkson 60,000
 20,000
 —
 100,004
 100,004
 280,008
 —
 9,046
Danny L. Cunningham 60,000
 15,000
 15,000
 100,004
 100,004
 290,008
 2,930
 9,046
E. James Ferland, Jr. (3)
 60,000
 17,500
 3,750
 100,004
 200,007
 381,261
 11,029
 13,569
Richard D. Holder 60,000
 25,000
 —
 100,004
 100,004
 285,008
 —
 9,046
Sidney S. Simmons 60,000
 25,000
 —
 100,004
 100,004
 285,008
 —
 9,046
Holly A. Van Deursen 60,000
 20,000
 10,000
 212,057
(4) 
100,004
 402,061
 28,959
 14,114
                 
Former Director                
Robert A. Peterson (5)
 111,608
 6,470
 4,853
 312,061
(4) 
—
 434,992
 29,609
 —
(1) 
Amounts represent the aggregate grant date fair value. The amounts do not correspond to the actual value that may be realized by our non-employee directors, as that is dependent on the long-term appreciation in the Company’s common stock. Refer to our Annual reportReport on Form 10-K for details regarding assumptions utilized to value share based awards. As noted above, as result of a change in the timing of the equity awards to non-employee directors, awards were made during the fiscal year ended August 31, 2019 both for service of directors for the annual period that ended at the 2019 annual meeting of shareholders and for the annual period that commenced with the 2019 annual meeting of shareholders. Amounts presented in this column represent awards made for service for the annual period that ended at the 2019 annual shareholders meeting.
(2) 
Mr. Holder was appointedAmounts represent the aggregate grant date fair value. The amounts do not correspond to the actual value that may be realized by non-employee directors, as that is dependent on the long-term appreciation in the Company’s common stock. Refer to our Annual Report on Form 10-K for details regarding assumptions utilized to value share based awards. As noted above, as result of a Director effective May 2017.change in the timing of the equity awards to non-employee directors, awards were made during the fiscal year ended August 31, 2019 both for service of directors for the annual period that ended at the 2019 annual meeting of shareholders and for the annual period that commenced with the 2019 annual meeting of shareholders. Amounts presented in this column represent awards made for service for the annual period that commenced with the 2019 annual shareholders meeting.

(3)
Mr. Ferland was elected as Chair of the Board on January 22, 2019.
(4)
Includes 5,068 restricted stock units awarded in light of the expiration of previously awarded stock options during the lengthy period of time during the Board's consideration of the matters leading to the determination in January 2019 to pursue a divestiture of the Company's legacy EC&S segment.
(5)
Mr. Peterson retired from the Board of Directors on January 22, 2019.
Similar to the NEOs, directors have stock ownership guidelines to drive long-term performance alignment with shareholders. Under the guidelines, each non-employee director is expected to own ActuantCompany common stock with a total value equal to five times their base cash annual retainer (or an aggregate $300,000). During fiscal 2017,As of August 31, 2019, all directors (except Mr. HolderMessrs. Altavilla, Clarkson and Simmons, who joined the Board in 2017) exceeded2018, and Ms. Altmaier, who joined the Board on October 29, 2019, and who have three years after joining the Board to satisfy the requirement) satisfied the ownership requirement.
Under the Outside Directors’ Deferred Compensation Plan, each non-employee director can defer all or a portion of their annual retainer and committee fees for future payment on a specified date or when they leave the Board. The number of shares, equal to the amount of compensation deferred, is contributed to a rabbi trust. The plan consists solely of phantom stock units, which are settled in Actuantour Class A common stock, generally following the director’s termination of service. As of August 2017,During fiscal 2019, Messrs. Clarkson, Cunningham, Ferland, Simmons and Ferland were participatingMs. Van Deursen participated in the Outside Directors’ Deferred Compensation Plan.




OTHER INFORMATION
 
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, the Company’s directors, executive officers and persons who beneficially own 10% or more of the common stock are required to reportfile reports specifying their initial ownership of common stock and subsequent changes in that ownership to the SEC and the NYSE. Specific due dates for thoseSEC. These reports have been established and the Company isare required to disclosebe filed within specified time periods established by the SEC. Based solely on our review of reports filed with the SEC, we believe that no director, officer, or 10% shareholder failed to timely file in this Proxy Statementfiscal 2019 any failure to filereport required by those due dates during fiscal 2017. The Company believes that allSection 16(a), other than the late filings by the following officers: (i) Mr. Roundhouse was one day late in filing requirements were satisfiedtwo reports with respect to fiscal 2017.
the forfeiture of shares in satisfaction of tax withholding obligations upon the vesting of restricted stock unit awards, (ii) each of Mr. Dillon and Mr. Schmaling was one day late in filing a report with respect to his receipt of an award of restricted stock units and (iii) Bryan R. Johnson, the Company’s Vice President of Finance and Principal Accounting Officer, was late in filing one report with respect to his receipt of an award of restricted stock units.
Independent Public Accountants
PricewaterhouseCoopers LLP, an independent registered public accounting firm, performed an audit of our consolidated financial statements for the fiscal year ended August 31, 20172019 and the effectiveness of our internal control over financial reporting as of August 31, 2017.2019. The Audit Committee has selected PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the current fiscal year, and the committeeAudit Committee is presenting this selection to shareholders for ratification. Representatives of PricewaterhouseCoopers will be present at the Annual Meeting to respond to shareholders’ questions. Aggregate fees for professional services rendered for the Company by PricewaterhouseCoopers LLP for suchthe past two fiscal years were as follows:
 
 Fiscal Year Ended
August 31, 2017		 Fiscal Year Ended
August 31, 2016		 Fiscal Year Ended
August 31, 2019		 Fiscal Year Ended
August 31, 2018
Audit Fees $2,315,700
 $1,999,700
 $3,080,200
 $2,598,100
Audit-Related Fees —
 27,300
 —
 81,300
Tax Compliance Fees 320,900
 382,300
 455,700
 552,100
Tax Consulting Fees 990,900
 1,977,200
 408,700
 957,600
All Other Fees —
 —
 1,300
 —
 $3,627,500
 $4,386,500
 $3,945,900
 $4,189,100
Audit Fees were for professional services rendered for the audit of the Company’s annual financial statements and related audit of the Company’s internal control over financial reporting, the review of quarterly financial statements and the preparation of statutory and regulatory filings. Tax Compliance Fees include professional services related to annual tax compliance including foreign tax return preparation and transfer pricing studies, while Tax Consulting Fees include professional services related to tax planning, tax reform and tax advisory services. In addition to the fees above, the Company also reimbursed PricewaterhouseCoopers LLP for out of pocket expenses, which were less than $100,000 in fiscal 20172019 and 2016.
2018.
The Audit Committee has considered the compatibility of the non-audit services provided by PricewaterhouseCoopers LLP to PricewaterhouseCoopers LLP’s continued independence and has concluded that the independence of PricewaterhouseCoopers LLP is not compromised by the performance of such services.

The Audit Committee has adopted policies and procedures for the pre-approval of any services performed by the independent auditor to ensure that such services do not impair the auditor’s independence. All annual recurring audit fees require specific approval by the Audit Committee prior to the work commencing. All services which involve more than $50,000 in fees require specific approval by the Audit Committee prior to the work commencing. The Audit Committee has given general pre-approval for all legally allowablepermissible services provided by the independent auditor that involve less than $50,000, on the condition that such engagement must be specifically pre-approved by management and management must provide quarterly reports of such activity to the Audit Committee.
Shareholder Proposals
Shareholder proposals must be received by the Company no later than August 6, 201815, 2020 in order to be considered for inclusion in the Company’s annual meeting proxy statement next year. Shareholders who wish to submit a proposal not intended to be included in the Company’s annual meeting proxy statement but to be presented at next year’s annual meeting, or who propose to nominate a candidate for election as a director at that meeting, are required by the Company’s bylaws to provide notice of such proposal or nomination to the principal executive offices of the Company. This notice must be received by the Company no later than the close of business on September 19, 201830, 2020 nor earlier than the close of business on August 20, 2018,31, 2020 for such proposal to be considered for a vote, or such candidate to be nominated for election as director, at next year’s annual meeting. TheAny such notice must contain the information required by the Company’s bylaws.



Householding of Annual Meeting Materials
Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this proxy statement and the Annual Report on Form 10-K for the fiscal year ended August 31, 20172019 may have been sent to multiple shareholders in your household. If you would prefer to receive separate copies of a proxy statement or Annual Report on Form 10-K either now or in the future, please contact your bank, broker or other nominee.


Upon written or oral request to the Executive Vice President and Chief Financial Officer, we will provide a separate copy of the annual report and/or proxy statement.

Additional Matters
Other than the proposals and matters described herein, management is not aware of any other matters which will be presented for action at the Meeting. If other matters do come before the Meeting, including any matter as to which the Company did not receive notice by October 21, 2017September 24, 2019 and any shareholder proposal omitted from this Proxy Statement pursuant to the applicable rules of the Securities and Exchange Commission, it is intended that proxies will be voted in accordance with the judgment of the person or persons exercising the authority conferred thereby.
 
By Order of the Board of Directors,
 
ROBERT A. PETERSONE. JAMES FERLAND
ChairmanChair of the Board
 
Menomonee Falls, Wisconsin
December 4, 201713, 2019

It is important that proxies be returned promptly. Therefore, whether or not you expect to attend the Annual Meeting in person, shareholders are requested to complete, date, sign and return their proxies as soon as possible.
 
A copy (without exhibits) of the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2017,2019, as filed with the Securities and Exchange Commission, has been provided with this Proxy Statement. Additional copies of the Form 10-K are available, free of charge, upon written or telephonic request directed to our Executive Vice President and Chief Financial Officer, Actuant Corporation,Enerpac Tool Group, N86W12500 Westbrook Crossing, Menomonee Falls, Wisconsin 53051 or by telephone at (262) 293-1500.


EXHIBIT A: FIRST AMENDMENT TO THE ACTUANT CORPORATION 2017 OMNIBUS INCENTIVE PLAN


THIS AMENDMENT to the Actuant Corporation 2017 Omnibus Incentive Plan (the “Plan”) is made on this 17th day of October, 2017, by Actuant Corporation (the “Company”).

WHEREAS, the Company currently maintains the Actuant Corporation Executive Officer Bonus Plan (the “Bonus Plan”) to provide cash-based incentive compensation to certain Executive Officers (as defined under the Plan) that is intended to qualify as “performance-based compensation” exempt from the $1 million deduction limitation under Section 162(m) of the Code (as defined under the Plan);

WHEREAS,the Company may not grant cash-based incentive compensation under the Bonus Plan as “performance-based compensation” under Section 162(m) of the Code (as defined under the Plan) after the Company’s upcoming annual meeting of stockholders in 2018 (the “2018 Annual Meeting”) due to restrictions under IRS regulations;

WHEREAS, Section 11 of the Plan sets forth provisions under which equity-based compensation may be, but is not required to be, granted under the Plan by the Committee (as defined under the Plan) in a manner that qualifies as “performance-based compensation” under Section 162(m) of the Code;

WHEREAS, the Board (as defined in the Plan) has determined that it is in the Company’s best interests to simplify and consolidate plan administration by having all grants of incentive compensation intended to qualify as “performance-based compensation” be made under the Plan following the 2018 Annual Meeting and making other related changes, in lieu of seeking re-approval of the material terms of the Bonus Plan; and

WHEREAS, the Board has authority to amend the Plan under Section 25 thereof and to condition any amendment upon shareholder approval.

NOW, THEREFORE, the Plan is hereby amended as follows effective as of the 2018 Annual Meeting, subject to obtaining approval of the Company shareholders at the Annual Meeting in a manner required under the exemption for “performance-based compensation” under 162(m) of Code.

1. Section 2(c) shall be amended by deleting such section in its entirety and replacing it with the following:
“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock Units, Cash Incentive Awards, or other equity- or cash-based awards.
2. Section 6(d) shall be amended by adding the following sentence at the end thereof:
“The maximum amount that may be earned by an Executive Officer under a Cash Incentive Award granted in any calendar year shall not exceed $2,500,000.”
3. Section 11 shall be amended by deleting the second and third paragraphs of subsection (b) thereof and replacing them with the following:
“Performance Objectives may be absolute in their terms or measured against or in relationship to other companies or other external or internal measures. If so specified in the Award Agreement, Performance Objectives may include or exclude extraordinary charges, losses from discontinued operations, restatements and accounting changes and other special charges such as restructuring expenses, currency fluctuations, acquisitions and divestitures and related expenses (including without limitation expenses related to goodwill and other intangible assets), exchange rate effects, the effect of changes in tax laws, corporate tax rates, accounting principles or other applicable laws, foreign exchange gains and losses, stock offerings, stock repurchases, strategic loan loss provisions, a change in the Company's fiscal year, litigation or claim judgments or settlements, and other unusual, transition, one-time and/or non-recurring items of gain or loss that are separately identified and quantified in the Company’s audited financial statements. However, notwithstanding the preceding sentence, unless the Committee determines otherwise prior to the end of the applicable time for establishing Performance Objectives for an Award under Section 162(m), to the extent any such item affects any Performance Criteria applicable to an Award, such item shall be automatically excluded or included in determining the extent to which the Performance Objective has been achieved, whichever will produce the higher payout under an Award (subject to any exercise of “negative discretion” by the Committee with respect to Cash Incentive Awards).
Performance Objectives with respect to any Award may include any one or more of the following objectives or combination thereof (or an equivalent metric), as established by the Committee in its sole discretion: (i) achieving a target level of Company net sales; (ii) achieving a target level of earnings (including net earnings; gross earnings; earnings before certain deductions, such as interest, net financing costs, taxes, depreciation, or amortization; or earnings per share or diluted earnings per share); (iii) achieving a


target level of income (including net income or income before consideration of certain factors, such as overhead) or a target level of profit margin or profits (operational, net or gross profits for the Company, an Affiliate, or a business unit) ; (iv) achieving a target return on the Company’s (or an Affiliate’s) sales, revenues, capital, assets, or shareholders’ equity; (v) revenue growth (whether including or excluding the impact of foreign currency translation changes), (vi) maintaining or achieving a target level of appreciation in the price of the shares of Common Stock; (vii) achieving a target market share for the Company (or an Affiliate); (viii) achieving or maintaining a share price that meets or exceeds the performance of specified stock market indices or other benchmarks over a specified period; (ix) achieving a level of share price, earnings, or income performance that meets or exceeds performance in comparable areas of peer companies over a specified period; (x) achieving specified reductions in costs or targeted levels in costs; (xi) achieving specified improvements in collection of outstanding accounts or specified reductions in non-performing debts; (xii) achieving a level of cash flow or working capital; (xiii) introducing one or more products into one or more new markets; (xiv) acquiring a prescribed number of new customers in a line of business; (xv) achieving a prescribed level of productivity within a business unit; (xvi) completing specified projects within or below the applicable budget; (xvii) completing acquisitions of other businesses or integrating acquired businesses; (xviii) expanding into other markets; (xix) asset carrying charge, as defined in the Bonus Plan or otherwise; (xxi) free cash flow and (xxii) net assets employed, as defined in the Bonus Plan or otherwise. Any criteria used may be measured, as applicable, (A) in absolute terms, (B) in relative terms (including without limitation by the passage of time, comparison of the Company’s performance as to one or more of the objectives listed above against another listed objective (such as EBITDA as a percentage of sales) and/or against another company or companies), (C) on a per-share basis, (D) against the performance of the Company as a whole or a segment of the Company, (E) on a pre-tax or after-tax basis, and/or (F) on a GAAP or non-GAAP basis.
4. A new Section 12A is added immediately following existing Section 12 to read as follows:
“12A    Cash Incentive Awards
(a) A “Cash Incentive Award” is a cash bonus opportunity awarded by the Committee pursuant to which an Executive Officer may become entitled to receive an amount of cash denominated in U.S. dollars or another currency based on satisfying one or more performance goals and vesting requirements as are specified in the Award Agreement or, if no Award Agreement is entered into with respect to the Cash Incentive Award, other documents evidencing the Award. A Cash Incentive Award may, but need not, be granted as a Performance-Based Award under Section 11 of the Plan.
(b) Cash Incentive Awards may be granted only to Executive Officers. The Committee shall select the performance goals to be achieved by the Participant, the completion of any specified period of continuous service and the length of the performance period. The amount payable shall be expressed in terms of an objective formula or standard which may be based upon the Participant’s base salary as of the date of the Award or a multiple or percentage thereof, a dollar amount, a percentage of the applicable criteria underlying the specified Performance Objective(s) (or a percentage thereof in excess of a threshold amount) or otherwise. The foregoing objective formula or standard also may be expressed in the form of a range, pursuant to which the actual amount of a Cash Incentive Award payable under the Plan may vary depending upon the extent to which the Performance Objectives for the Performance Period have been attained. The Committee may establish for any Participant a method or formula for determining the maximum amount payable. Notwithstanding anything to the contrary in this Section 12A, Cash Incentive Awards that are granted by the Committee with the intention of being a Performance-Based Award shall also be subject to the requirements of Section 6(d) and Section 11 of the Plan.
(c) At the time the Committee determines a Cash Incentive Award opportunity for a Participant, the Committee shall also establish the payment terms applicable to such Cash Incentive Award. Such terms shall include when such payments will be made; provided, however, that the timing of such payments shall in all instances either (a) satisfy the conditions of an exception from Section 409A of the Code (e.g., the short-term deferrals exception described in Treasury Regulation Section 1.409A-1(b)(4)), or (b) comply with Section 409A of the Code, and provided further, that in the absence of such terms regarding the timing of payments, such payments shall occur no later than the later of (i) the 15th day of the third month of the calendar year following the calendar year in which the Participant’s right to payment ceased being subject to a substantial risk of forfeiture, and (ii) the 15th day of the third month of the Company’s fiscal year following the Company’s fiscal year in which the Participant’s right to payment ceased being subject to a substantial risk of forfeiture. A Participant may elect to defer the payment of a Cash Incentive Award as may be permitted from time to time under the terms of a nonqualified deferred compensation plan established or maintained by the Company.”



          
  
actuanta03.jpg
 Shareowner Services       
  P.O. Box 64945      
    St. Paul, MN 55164-0945       
  
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    TO VOTE BY INTERNET OR   
    TELEPHONE, SEE REVERSE SIDE
    OF THIS PROXY CARD.   

YOUR VOTE IS IMPORTANT!
Please sign and date this proxy card and return it promptly in the enclosed postage-paid envelope to
Wells FargoEQ Shareowner Services, P.O. Box 64873, St. Paul, MN 55164-9397,
so your shares are represented at Actuant Corporation’s 20182020 Annual Meeting.
ò     Please fold here – Do not separate    ò
 
If no specification is made, this proxy will be voted for all names
listed in Proposal 1 and for Proposals 2, 3 and 4.
 
 
1. Election of
    directors:
 
  01 Randal W. BakerAlfredo Altavilla  06 R. Alan Hunter05 Danny L. Cunningham  
¨   Vote FOR
 
¨  Vote WITHHELD
 
   02 Gurminder S. BediJudy L. Altmaier  07 Robert A. Peterson06 E. James Ferland  all nominees (except as marked) from all nominees 
   03 Danny L. CunninghamRandal W. Baker  08 Holly A. Van Deursen07 Richard D. Holder     
    04 E. James FerlandJ. Palmer Clarkson  09 Dennis K. Williams
05 Richard D. Holder08 Sidney S. Simmons        
             
 
(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
      
     
 2. Ratification of PricewaterhouseCoopers LLP as the Company's independent auditor.
¨     For
 
¨    Against
 
    ¨     Abstain
 
     
 3. Vote upon an amendment to the Actuant Corporation 2017 Omnibus Incentive Plan.
¨     For
¨ Against
¨     Abstain
4. Advisory vote to approve the compensation of our named executive officers.
¨     For
 
¨    Against
 
    ¨     Abstain
 
  
 The Board4. Approval of Directors recommends you vote 1 year on the following proposal. If no specification is made, this proxy will be voted for 1 year.proposed amendment to the Company's Restated Articles of Incorporation, as amended, to change the Company's name to "Enerpac Tool Group Corp."
¨     For
¨     Against
 ¨     Abstain
 
   
 5. Advisory vote on the frequency of future advisory votes to approve the
¨     1 Year
¨     2 Years
¨     3 Years
¨     Abstain
    compensation of our named executive officers.

6. In their discretion, upon such other business as may properly come before the Annual Meeting or any adjournment thereof;thereof, all as set out in the 
      Notice and Proxy Statement relating to the Annual Meeting, receipt of which is hereby acknowledged.

 
  
 THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER SPECIFIED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IMPORTANT – THIS PROXY MUST BE SIGNED AND DATED. 
   
 
Date                                                                          
   
                  
                  Signature(s) in Box 
                  Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, adminis­trators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. 
                    
          
                          



ACTUANT CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
Tuesday, January 23, 201828, 2020
8:00 a.m. EasternCentral Time
The BreakersWestin O'Hare
One South Country6100 North River Road
Palm Beach, FloridaRosemont, IL 60018


 
 
   
 proxy
 
This proxy is solicited on behalf of the Board of Directors for the Annual Meeting to be held on January 23, 2018.28, 2020.
 
Randal W. Baker and Rick T. Dillon, and each of them, are hereby authorizedappointed as Proxies, with full power of substitution, to represent and vote the Class A Common Stock of the undersigned at the Annual Meeting of Shareholders of ACTUANT CORPORATION, a Wisconsin corporation, to be held on January 23, 201828, 2020 at 8:00 a.m. EasternCentral Time at The Breakers, One South CountryWestin O'Hare, 6100 North River Road, Palm Beach, Florida,Rosemont, Illinois 60018, or at any adjournments thereof, with like effect as if the undersigned were personally present and voting upon the matters indicated on the reverse side of this card.
Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
Your phone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
 
     
: ( *
INTERNET/MOBILE PHONE MAIL
www.proxypush.com/atu 1-866-883-3382  
     
Use the Internet to vote your proxy Use a touch-tone telephone to Mark, sign and date your proxy
until 11:59 p.m. (CT) on vote your proxy until 11:59 p.m. (CT) card and return it in the
January 22, 201827, 2020 on January 22, 2018.27, 2020. postage-paid envelope provided.
If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.


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