SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO.    )

Filed by the registrant  þ

Filed by a Party other than the registrant  ¨

Check the appropriate box:

April 15, 20132014

Dear Stockholder:

I am pleased to invite you to our 20132014 Annual Stockholders’ Meeting. We will hold the meeting at 11 a.m.12:30 p.m. central time on Thursday,Wednesday, May 30, 201328, 2014 at the SaintFour Seasons Hotel St. Louis, Club (16Mississippi Room, 8^th Floor), Pierre Laclede Center, 7701 Forsyth Boulevard,Floor at 999 North 2^nd Street, St. Louis, Missouri.

Consistent with past practice, we are pleased to be taking advantage of the U.S. Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders primarily over the Internet. We believe that this e-proxy process has expedited stockholders’ receipt of proxy materials, lowered the associated costs, and conserved natural resources.

On April 15, 2013,2014, we began mailing our stockholders a notice containing instructions on how to access our 20132014 Proxy Statement and 20122013 Annual Report and vote online. The notice also included instructions on how to receive a paper copy of your annual meeting materials, including the notice of annual meeting, proxy statement, and proxy card. If you received your annual meeting materials by mail, the notice of annual meeting, proxy statement, and proxy card from our Board of Directors were enclosed. If you received your annual meeting materials via e-mail, the e-mail contained voting instructions and links to the annual report and the proxy statement on the Internet, which are both available athttp://investor.belden.com/financialDocuments.cfm.

The agenda for this year’s annual meeting consists of the following items:

Please refer to the proxy statement for detailed information on the proposals and the annual meeting. Your participation is appreciated.

Sincerely,

John Stroup

President and Chief Executive Officer

BELDEN INC.

7733 Forsyth1 North Brentwood Boulevard,

Suite 80015th Floor

St. Louis, Missouri 63105

314-854-8000

NOTICE OF 20132014 ANNUAL STOCKHOLDERS’ MEETING

By Authorization of the Board of Directors,

Kevin Bloomfield

Senior Vice President, Secretary and General Counsel

St. Louis, Missouri

April 15, 20132014

PROXY STATEMENT FOR THE

20132014 ANNUAL MEETING OF STOCKHOLDERS OF

BELDEN INC.

To be held on Thursday,Wednesday, May 30, 201328, 2014

TABLE OF CONTENTS

GENERAL INFORMATION

Internet Availability of Proxy Materials

Under rules of the United States Securities and Exchange Commission (SEC), we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. On April 15, 2013,2014, we began mailing to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our annual report. The Notice of Internet Availability of Proxy Materials also instructs you on how to access your proxy card to vote through the Internet or by telephone.

This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the annual meeting, and help conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

QUESTIONS

CORPORATE GOVERNANCE

The Belden Board has nineten members and four standing committees: Audit, Compensation, Finance and Nominating and Corporate Governance. The Board had tensix meetings during 2012; six2013; two of which were telephonic. All directors attended 75% or more of the Board meetings and the Board committee meetings on which they served. The maximum number of directors authorized under the Company’s bylaws is nine.ten. Mr. Yoost will not stand for reappointment to the Board, and following the Annual Meeting, he will retire from the Board. The Board and the Company thank Mr. Yoost for his significant contributions to Belden during his tenure.

At its regular meeting in March 2013,2014, the Board determined that each of the non-employee directors seeking reappointment meets the independence requirements of the NYSE listing standards. As part of this process, the Board determined that each such member had no material relationship with the Company.

Biographies of Directors Seeking Reappointment

Belden Inc. 2014 Proxy Statement		Dean Yoost, 63, was appointed to the Company’s Board and Audit Committee in March 2011.Page 9 Mr. Yoost was employed by PricewaterhouseCoopers LLP from 1974 to 2007 serving most recently as the Managing Partner of the Orange County, California office and for Advisory Services for the Western Region. Prior to that, he served as Chief Executive Officer of PwC’s Financial Advisory Practice in Tokyo, as Deputy Chairman and Managing Partner for Tax Services in Beijing, and as Managing Partner of the Taiwan Consulting Practice, in addition to various domestic U.S. roles. Mr. Yoost also serves on the Board of Directors and Audit Committee of Emulex Corporation and on the board of two private companies, UnionBanCal Corporation and Pacific Life Insurance Co. He is also one of three advisory board members of American Honda Finance Corporation. His vast international tax consulting, financial advisory and accounting experience in addition to his experience on other public and private company boards made him an ideal candidate for Belden’s Board and Audit Committee. Mr. Yoost received a B.S. degree from Winona State University, an M.B.A. from Mankato State University and a Master’s degree in Taxation from the University of Minnesota. He is also a Certified Public Accountant.

Audit Committee

The Audit Committee operates under a Board-approved written charter and each member meets the independence requirements of the NYSE’s listing standards. The Committee assists the Board in overseeing the Company’s accounting and reporting practices by:by, among other items:

At its March 5, 20134, 2014 meeting, the Board determined that each of Ms. Brown and Messrs.Mr. Minnich and Yoost was an Audit Committee Financial Expert as defined in the rules pursuant to SOX and each is independent.

Compensation Committee

The Compensation Committee of Belden determines, approves, and reports to the Board on compensation for the Company’s elected officers. The Committee reviews the design, funding, and competitiveness of the Company’s retirement programs. The Committee also assists the Company in developing compensation and benefit strategies to attract, develop, and retain qualified employees. The Committee operates under a written charter approved by the Board.

Finance Committee

The Finance Committee provides oversight in the area of corporate finance and makes recommendations to the Board about the financial aspects of the Company. Examples of topics upon which the Finance Committee may provide guidance include capital structure, capital adequacy, credit ratings, capital expenditure planning, and dividend policy and share repurchase programs. The Committee is governed by a written charter approved by the Board.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee identifies, evaluates, and recommends nominees for the Board for each annual meeting (and to fill vacancies during interim periods); evaluates the composition, organization, and governance of the Board and its committees; oversees senior management succession planning; and develops and recommends corporate governance principles and policies applicable to the Company. The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders if such nominations are submitted to the Company prior to the deadline for proposals as noted above under the caption “Nomination of Director Candidates.”

The Committee’s responsibilities with respect to its governance function include considering matters of corporate governance and reviewing (and recommending to the Board revisions to) the Company’s corporate governance guidelines and its code of ethics, which applies to all Company employees, officers and directors. The Committee is governed by a written charter approved by the Board.

Corporate Governance Documents

Current copies of the Audit, Compensation, Finance, and Nominating and Corporate Governance Committee charters, as well as the Company’s governance principles and code of ethics, are available on the Company’s website athttp://investor.belden.com/documents.cfm. Printed copies of these materials are also available to stockholders upon request, addressed to the Corporate Secretary, Belden Inc., 7733 Forsyth1 North Brentwood Boulevard, Suite 800,15^th Floor, St. Louis, Missouri 63105.

Related Party Transactions and Compensation Committee Interlocks

It is our policy to review all relationships and transactions in which the company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Annually, we obtain information from all directors and executive officers with respect

to related person transactions to determine, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in any such transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in our proxy statement. We have determined that there were no material related party transactions during 2012.2013.

None of our executive officers served during 20122013 as a member of the board of directors or as a member of a compensation committee of any other company that has an executive officer serving as member of our Board of Directors or Compensation Committee.

Communications with Directors

The Company’s Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board (including Bryan Cressey, Chairman of the Board and presiding director for non-management director meetings), any Board committee, or any chair of any such committee by U.S. mail, through calling the Company’s hotline or via e-mail.

To communicate with the Board, any individual director or any group or committee of directors, correspondence should be addressed to the Company’s Board or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent “c/o Corporate Secretary, Belden Inc.” at 7733 Forsyth1 North Brentwood Boulevard, Suite 800,15^th Floor, St. Louis, MO 63105. To communicate with any of our directors electronically or through the Company’s hotline, stockholders should go to our corporate website athttp://investor.belden.com/documents.cfm. On this page, you will find a section titled “Contact the Belden Board”, on which are listed the Company’s hotline number (with access codes for dialing from outside the U.S.) and an e-mail address that may be used for writing an electronic message to the Board, any individual directors, or any group or committee of directors. Please follow the instructions on our website to send your message.

All communications received as set forth in the preceding paragraph will be opened by (or in the case of the hotline, initially reviewed by) our corporate ombudsman for the sole purpose of determining whether the contents represent a message to our directors. The Belden Ombudsman will not forward certain items which are unrelated to the duties and responsibilities of the Board, including: junk mail, mass mailings, product inquiries, product complaints, resumes and other forms of job inquiries, opinion surveys and polls, business solicitations, promotions of products or services, patently offensive materials, advertisements, and complaints that contain only unspecified or broad allegations of wrongdoing without appropriate information support.

In the case of communications to the Board or any group or committee of directors, the corporate ombudsman’s office will send copies of the contents to each director who is a member of the group or committee to which the envelope or e-mail is addressed.

In addition, it is the Company’s policy that each director attends the annual meeting absent exceptional circumstances. Each director other than Mr. CresseyYoost attended the Company’s 20122013 annual meeting.

Board Leadership Structure and Role in Risk Oversight

For some time, the Company has separated the Chief Executive Officer and Board Chairman positions. We believe this separation of roles is most appropriate for the Company and stockholders. Mr. Cressey, who is independent of management and the Company, provides strong leadership experience, strategic vision, and an understanding of the risks associated with our business. Mr. Stroup, as CEO, provides strategic planning, general management experience, and in-depth knowledge of the Company, and, as a member of the Board, acts as an important liaison between management and the Company’s non-employee directors.

Our Board assesses on an ongoing basis the risks faced by the Company in executing its strategic plan. These risks include strategic, technological, competitive, and operational risks. The Audit Committee oversees the

process we use in performing our annual enterprise risk management (“ERM”) analysis (while the Board oversees the content of the analysis, management is responsible for the execution of the process and the development of the content).

Director Stock Ownership Policy

The Board’s policy requires that each non-employee director hold Company stock equal in value to five times his or her annual cash retainer (currently 5 times $65,000)$68,000). Upon appointment, a member has five years to meet this requirement, but must meet interim goals during the five-year period of: 20% after one year; 40% after two years; 60% after three years; and 80% after four years. The in-the-money value of vested stock options and the value of unvested RSUs are included in making this determination at the higher of their grant date value or current market value. Each non-employee director meets either the full-period or interim-period holding requirement: Ms. Brown and Messrs. Aldrich, Balk, Cressey, Kalnasy Monter and RethoreMonter each meet 100% of the stock holding requirement. Mr. Minnich, who was appointed in May 2010, and Mr. Yoost, who was appointed in March 2011, each meet the two-yearthree-year interim requirement. Mr. Berglund, who was appointed in December 2013 does not yet have an interim requirement.

DIRECTOR COMPENSATION

Each non-employeeThe following table reflects the director receives a $65,000 annual cash retainer; a time-vested (twelve month) annual restricted share unit (“RSU”) awardcompensation structure as of $120,000 dividedDecember 31, 2013 and as of May 1, 2014 per changes approved by the then-current share price;Board at its December 2013 meeting:

In 2013, the Board, guided by industry data, approved an additional $10,500increase in compensation for the non-executive chair position, retroactive to January 1, 2012, of $75,000 per year, forhalf of which was to be paid in cash and half of which was to be included in the chairannual equity grant. As illustrated above, this aggregate amount will increase to $78,000 as of the Audit Committee; an additional $5,500 per year to the chairs of the Compensation, Finance and Nominating and Corporate Governance Committees; an additional $5,500 per year to members of the Audit Committee and members of other committees who serve on more than one committee; and upon appointment, a non-employee director receives a time-vested RSU award of 2,500 shares, which vests equally over three years. At its March 2013 meeting, the Board approved increasing the compensation categories as follows, with such changes to take effect on May 1, 2013: annual cash retainer – $68,000; annual RSU grant – $126,000; audit committee chair – $11,000; other committee chairs – $5,800; and multiple committee chairs – $5,800.2014.

The following table provides information on non-employee director compensation for 2012.2013.

ITEM I – ELECTION OF NINE DIRECTORS

The Company has nineten directors – Ms. Brown and Messrs. Aldrich, Balk, Berglund, Cressey, Kalnasy, Minnich, Monter, Stroup and Yoost. The term of each director will expire at this annual meeting and the Board proposes that each of them (other than Mr. Yoost who will not stand for reelection) be reelected for a new term of one year and until their successors are duly elected and qualified. Each nominee has consented to serve if elected. If any of them becomes unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board.

THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE NOMINATED SLATE OF DIRECTORS.

PUBLIC ACCOUNTING FIRM INFORMATION

ITEM II – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 20132014

The Audit Committee has selectedIt is anticipated that Ernst & Young LLP will be selected as our independent registered public accounting firm for the year ending December 31, 2013,2014, and the Board of Directors has directed that management submit the anticipated appointment for ratification by the stockholders at the annual meeting. Ernst & Young has served as our registered public accounting firm since the 2004 merger of Belden Inc. and Cable Design Technologies Corporation, and prior to that served as Belden 1993 Inc.’s registered public accounting firm since it became a public company in 1993. A representative of the firm will be present at the annual meeting, will have an opportunity to make a statement, if they desire, and will be available to respond to appropriate questions.

We are not required to obtain stockholder ratification of the appointment of Ernst & Young as our independent registered public accounting firm. However, we are submitting the appointment to stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain Ernst & Young. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time if they determine that such a change would be in our best interests and the best interests of our stockholders.

Fees to Independent Registered Public Accountants for 20122013 and 20112012

The following table presents fees for professional services rendered by EY for the audit of the Company’s annual financial statements and internal control over financial reporting for 20122013 and 20112012 as well as other permissible audit-related and tax services.

“Audit fees” primarily represent amounts paid or expected to be paid for audits of the Company’s financial statements and internal control over financial reporting under SOX 404, review of SEC comment letters, reviews of SEC Forms 10-Q, Form S-8, Form 10-K and the proxy statement, and statutory audit requirements at certain non-U.S. locations.

“Audit-related fees” are primarily related to due diligence services on completed and potential acquisitions.

“Tax fees” for 20122013 and 20112012 are for domestic and international compliance totaling $95,053$132,746 and $58,112,$95,053, respectively, and tax planning totaling $528,913$1,054,788 and $136,336,$528,913, respectively.

In approving such services, the Audit Committee did not rely on the pre-approval waiver provisions of the applicable rules of the SEC.

Audit Committee’s Pre-Approval Policies and Procedures

Audit Fees:For 2012,2013, the Committee reviewed and pre-approved the audit services and estimated fees for the year. Throughout the year, the Committee received project updates and, if appropriate, approved or ratified any amounts exceeding the original estimates.

Audit-Related and Non-Audit Services and Fees:Annually, and otherwise as necessary, the Committee reviews and pre-approves all audit-related and non-audit services and the estimated fees for such services. For recurring services, such as tax compliance and statutory filings, the Committee reviews and pre-approves the services and estimated total fees for such matters by category and location of service. The projected fees are updated quarterly and the Committee considers and, if appropriate, approves any amounts exceeding the original estimates.

For non-recurring services, such as special tax projects, due diligence, or other tax services, the Committee reviews and pre-approves the services and estimated fees by individual project. Up to an approved threshold amount, the Committee has delegated approval authority to the Committee Chair. The cost projections are updated quarterly and the Committee reviews, and, if appropriate, approves any amounts exceeding the original estimates.

Should an engagement need pre-approval before the next Committee meeting, the Committee has delegated to the Committee Chair (or if he were unavailable, another Committee member) authority to grant such approval.approval up to an approved spending threshold. Thereafter, the entire Committee will review such approval at its next quarterly meeting.

Report of the Audit Committee

The Audit Committee assists the Board in overseeing various matters, including: (i) the integrity of the Company’s financial statements; (ii) all material aspects of the Company’s financial reporting, internal accounting control, and audit functions; (iii) the qualifications and independence of the independent auditors; and (iv) the performance of the Company’s internal audit function and independent auditors.

The Audit Committee’s oversight includes reviewing with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate, and control such exposures. Management has the responsibility for the implementation of these activities and is responsible for the Company’s internal controls, financial reporting process, compliance with laws and regulations, and the preparation and presentation of the Company’s financial statements.

Ernst & Young LLP (“EY”), the Company’s registered public accounting firm for 2012,2013, is responsible for performing an independent audit of the consolidated financial statements and an audit of the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (U.S.) (“PCAOB”) and issuing reports with respect to these matters, including expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles.

In connection with the Company’s December 31, 20122013 financial statements, the Committee: (i) has reviewed and discussed the audited financial statements with management (including management’s assessment of the effectiveness of the Company’s internal control over financial reporting and EY’s audit of the Company’s internal control over financial reporting for 2012)2013); (ii) has discussed with EY the matters required to be discussed under current auditing standards; and (iii) has received and discussed with EY the written disclosures and letter from EY required by the PCAOB Ethics and Independence Rule 3526,Communication with Audit Committees Concerning Independence, and has discussed with EY their independence from the Company.

As part of such discussions, the Committee has considered whether the provision of services provided by EY, not related to the audit of the consolidated financial statements and internal control over financial reporting referred to above or to the reviews of the interim consolidated financial statements included in the Company’s quarterly reports on Form 10-Q, is compatible with maintaining EY’s independence. (Above is a report on audit fees, audit-related fees and tax fees the Company paid EY for services performed in 20122013 and 2011.2012.) The Committee has concluded that EY’s provision of non-audit services to the Company and its subsidiaries is compatible with their independence.

Based on these reviews and discussions, the Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for 2012.2013.

Audit Committee

    George Minnich (Chair)

    Judy L. Brown

    Dean Yoost

THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE

RATIFICATION OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED

ACCOUNTING FIRM.

OWNERSHIP INFORMATION

EQUITY COMPENSATION PLAN INFORMATION ON DECEMBER 31, 20122013

Section 16(a) Beneficial Ownership Reporting Compliance

Based upon a review of filings with the Securities and Exchange Commission and other reports submitted by our directors and officers, we believe that all of our directors and executive officers complied during 20122013 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, with two exceptions. In January 2013, we discovered some discrepancies between our records and those of Glenn Kalnasy. We were unable to identify the root cause of the discrepancy but determined that it pre-dated the 2004 merger of Belden Inc. and Cable Design Technologies. On January 2, 2013, we filed a corrective Form 4 to match the public record with reality. On February 19, 2013, an account reconciliation for Denis Suggs led to the discovery that a Form 4 was not filed when the vesting of restricted stock units on June 11, 2012 led to the forfeiture of 2,165 shares of common stock previously reported as beneficially owned. This correction was reported on a Form 4 filed on February 19, 2013.1934.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the amount of Belden common stock beneficially owned (unless otherwise indicated) by our directors, the executive officers named in theSummary Compensation Table below and the directors and executive officers as a group. Except as otherwise noted, all information is as of April 4, 2013.2014.

BENEFICIAL OWNERSHIP TABLE OF DIRECTORS, NOMINEES AND

EXECUTIVE OFFICERS

BENEFICIAL OWNERSHIP TABLE OF STOCKHOLDERS OWNING MORE THAN FIVE PERCENT

The following table shows information regarding those stockholders known to the Company to beneficially own more than 5% of the outstanding Belden shares as of December 31, 2012.2013.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis (“CD&A”)

A NOTEFROMTHE BELDEN COMPENSATION COMMITTEE

Valued Belden Stockholders:

The Committee would like to thank Belden’s stockholders for theiranother year of loyal support in 2012. The fact that2013. For the second consecutive year, our Say-on-Pay proposal was supported by over 97% of the voted shares meansshares. This illustrates to us that: (1) the stockholders understand and support the Company’s strategy, (2) the stockholders believe in the management team and agree that the compensation structure is well aligned with Company performancestrategy and (3) that there is an open line of communication between management and stockholders. ThisContinuous engagement with the investment community was better than ever in 2012is a top priority for Belden management and our Say-on-Pay support signals to us that management is a testament to strong executionexecuting well on this priority.

20122013 was an excitingimportant year of transition at Belden. InThe integration of two major 2012 acquisitions coupled with the transition to a challenging environment for economic growth,new operating platform structure required strong leadership. The fact that the Company executed four major inorganic actionsbalanced these changes with strong execution in the second halfmarketplace is a testament to the team that John Stroup has assembled and the business systems they have put in place over the past eight years. The investment community’s endorsement of the yearstrategy and performance are reflected in valuations not previously seen at Belden, and we strive to completebuild upon the transformation from a wiretrust provided by current and cable manufacturer to a global signal transmission solutions provider. 2013 will begin a new chapter for the Company and will provide expanded opportunities for value creation.prospective stockholders.

We reaffirm our primary dutyunderstand, however, that successful times can test a compensation program as much as challenging times. We are acutely aware that as the equity prices increase, we need to ensure that the Company is doing what is inour management remains properly engaged and motivated. We believe that the long term best interestsfocus of Belden stockholders. As Belden begins this new era, weincentive programs will remain activebe successful in ensuring thatmotivating our leaders to drive even more value creation well into the Company’s compensation programs are consistent with the Belden value of continuous improvement.future. We hope that after reviewing the materials that follow, you will continue to agree that we are doing our job of aligning pay with performance.

Therefore, we request your support for Belden’s Say-on-Pay proposal this year. If at any time you would like to discuss the compensation program, Belden management is available to address your questions. Thank you for your consideration.

The Belden Inc. Compensation Committee

I.      Introduction

In this section, we discuss our compensation program as it pertains to our chief executive officer, our chief financial officer, and our three other most highly compensated executive officers who were serving at the end of 2012.2013. We refer to these five persons throughout as the “named executive officers” or our “NEOs.”

For 2012,2013, our named executive officers were:

II.      Executive Summary

2012 was a tale of two halves for Belden. We entered the year challenged by slow growth in the developed economies, continuing instability in Europe and a hypercompetitive M&A market. The business functioned well in the first half despite the headwinds, but we were clearly not satisfied. While equally challenging, the second

half brought fresh opportunities. In July, we acquiredII.      Executive Summary

As noted by our Compensation Committee above, 2013 was an exciting year at Belden. 2012 closed with four second-half M&A transactions and plans to transition into a new reporting structure in 2013. The acquisitions of Miranda Technologies a world leader in broadcast infrastructure solutions. In December, we acquiredand PPC Broadband a global leader in broadband connectivity. These acquisitions, along with our Telecast Fiber division, give Beldenwere integrated successfully and at the most comprehensive portfoliobeginning of broadcast solutions, from audio and video content creation, capture and aggregation, through delivery and playout, whether it be on tablets and other mobile devices or through high-definition televisions displaying traditional cable and satellite signals. Additionally, prior to year-end,April we were able to execute on the strategic divestitures of the Thermax/Raydex aerospace and defense unit and of our consumer electronics assets in China. Some other financial highlights included:

As we exited 2012, despite a continued environment of slow growth in many countries and the U.S. political instability caused by the “fiscal cliff” debate, our acceleration of inorganic activities completed the transformation on which we embarked in 2005, and positioned Belden strongly for the next phase, the evolution of the business intobegan reporting results as four distinct global business platforms: Industrial Connectivity Solutions, Industrial IT Solutions, Enterprise Connectivity Solutions and Broadcast Solutions. Some financial highlights of the consolidated business included:

The Company’s 20122013 overall financial results and the individual performance of our NEOs are discussed underAnnual Cash Incentive Plan Awards beginning on page 26.27.

Some of the compensation-related highlights since our last proxy statement include:

These new features enhanced a compensation program, which already had the following stockholder-friendly components:

III.      20122013 Say-on-Pay Review

As discussed inFor the second consecutive year, our 2012 proxy statement, the approval rateexecutive compensation program was endorsed by a vast majority of less than 70% for our first say-on-pay proposal in 2011 led to an unprecedented level of outreach to stockholders and the major stockholder advisory firms. This engagement effort was overwhelmingly successful.stockholders. With 94.06%94.58% of our shares voting on the issue, we received 97.54%97.77% in favor of the proposal, with only 1.01%0.56% opposing and 1.45%1.67% abstaining.

While clearly a positive outcome, we will not rest. We will continue to engage with stockholders on this important issue and are available to answer any questions or discuss any concerns leading up to our Annual Meeting. If you would like to discuss these matters with management, please feel free to reach out to us as described on page 1.

IV.      Compensation Objectives and Elements

A.      Objectives

Belden’s executive compensation program is designed to support the interests of stockholders by rewarding executives for achievement of the Company’s specific business objectives, which in 20122013 were net income from continuing operations, operating income operating working capital turns and organic growth.share capture. The overarching principles of the program are:

B.        Elements

Below is an illustration of Belden’s compensation program. Individual compensation packages and the mix of base salary, annual cash incentive opportunity and long-term equity incentive compensation for each NEO varies depending upon the executive’s level of responsibilities, potential, performance and tenure with the Company. Each of the elements shown below is designed for a specific purpose, with the overall goal of achieving a high and sustainable level of Company and individual performance. The percentage of total compensation that is performance-based and therefore at risk generally increases as an officer’s level of responsibilities increases. Approximately 73%83% of Mr. Stroup’s 20122013 compensation was performance-based compensation.compensation, up from 73% for 2012. The chart below is not to scale for any particular named executive officer.

Additionally, the Company provides competitive retirement and benefit programs to our NEOs on the same basis as other employees and limited perquisites as described underCompensation Policies and Other Considerations.

C.      Pay for Performance Philosophy

OneOur ability to execute on our strategic plan relies on implementation of Belden’s main strategic priorities is our talent management program. We continually seek to hire and retain high performing and high potential managers to both drive performance today and build a dependable bench of successors for the future. This philosophy includes both compensating these managers well when we achieve our performance goals as well as placing large portions of management compensation at risk if the Company underperforms.

We believe that this philosophy has provided an appropriate balance to drive continuous improvement while retaining high performers through challenging times. More importantly, we believe the incentives we provide for achievement without rewarding under-performance aligns the interests of our managers closely with those of our investors, which is the main objective.

D.      Compensation Design

Role of Compensation Consultant

TheFollowing an analysis based on rules promulgated by the NYSE, the Compensation Committee has retained Deloitte Consulting LLP (“Deloitte”) as its independent compensation consultant. Deloitte reports directly to the Committee. The Committee generally relies on Deloitte to provide it with comparison group benchmarking data and information as to market practices and trends, and to provide advice on key Committee decisions.

In 2012,2013, Deloitte provided advice to the Compensation Committee and management in connection with a proposed new long-term incentive compensation program, the composition of peer companies we use for benchmarking purposes, the design of our annual cash incentive and long-term incentive programs, and our executive employment agreements. For their compensation consulting in 2012,2013, we paid Deloitte $164,462.$178,084.

In 2012,2013, our financial management engaged Deloitte to perform other services involving internal controls auditing, tax consulting and acquisition due diligence. For these non-compensation related services, we paid Deloitte $1,536,414.$1,595,001. The Compensation Committee did not approve these charges prior to their incurrence, but considered them in connection with Deloitte’s retention for 2013.2014. Given the nature and scope of these other services, the Compensation Committee does not believe this work had any impact on the independence of our independent consultant.

Benchmarking and Survey Data

In determining total compensation levels for our NEOs, the Compensation Committee reviews market trends in executive compensation and a competitive analysis prepared by Deloitte, which compares our executive compensation to both the companies in the comparator group described below and to broader market survey data. The Committee also considers other available market survey data on executive compensation philosophy, strategy and design. The Company’s compensation philosophy is to target base salaries at the 50th percentile of the competitive market. As discussed above, at-risk incentive compensation components have the potential to reward our executives at levels above industry medians, but only when the Company is outperforming the industry.

The Committee chose our comparator group from companies in the primary industry segments in which the Company operates that had similar annual revenues and market capitalizations.competes for talent.

The comparator group companies for 20122013 were as follows:

A prior member of the comparator group, Thomas & Betts Corporation, was acquired early in 2012 and thus dropped out of the group. Pentair, Inc.Molex Incorporated was acquired at the end of 20122013 and will not be in the comparator group for 2013. At its March 2013 meeting, the Committee approved the addition2014.

ISS and Glass-Lewis now both independently develop and publish peer groups that they use to analyze our compensation. It is noteworthy that of the following15 companies to thein our comparator group, for 2013: Amphenol Corporation, Curtiss-Wright Corporation and Wesco International, Inc.

13 were chosen by ISS, Glass-Lewis, or both, as appropriate peer companies. The Committee considers the comparator group competitive pay analysis and survey data as a frame of referencesimply non-determinative data points in making its pay decisions. The approach to pay decisions is not formulaic and the Committee, based on advice from Deloitte, exercises judgment in making them.

Each year, the Committee reviews the performance evaluations and pay recommendations for the named executive officers and the other senior executives. The Compensation Committee, with input from the Board, meets in executive session without the CEO present to review the CEO’s performance and set his compensation.

In its most recent review in March 2013,2014, the Committee concluded that the total direct compensation of executive officers, with respect to compensation levels, as well as structure, remained consistent with our compensation design and objectives.

V.      20122013 Compensation Analysis

A.      Base Salary Adjustments

Salaries of executive officers are reviewed annually and at the time of a promotion or other change in responsibilities. Increases in salary are based on a review of the individual’s performance, the competitive market, the individual’s experience and internal equity. For executives who earn a composite individual performance score of 3 or more, base salaries may be adjusted using a merit salary increase matrix, discussed below. An executive who scores less than 3 and fails to improve his or her performance may be subject to disciplinary action, including dismissal.

The executive is scored on our merit salary increase matrix that is annually reviewed and, if appropriate, revised to reflect the competitive market based on the salary survey data noted above. The Committee reviews the merit budget and salary increase matrix. The executive’s salary is classified based on three categories: below market, market and above market. Company-wide, the ranking system is designed to take the form of a normal distribution, as follows:

1 – Least Effective – At least 5% of workforce

2 – Needs Improvement – At least 10% of workforce

3 – Effective-Consistently Meets Expectations – 50% to 70% of workforce

4 – Highly Valued – Combined with ‘5’, no more than 15% of workforce

5 – Exceptional – No more than 5% of workforce

20122013 Merit Increase Guidelines for U.S. Employees (including all of the Named Executive Officers)

The timing and amount of any salary adjustment will be based on the executive’s annual overall performance ranking and whether the executive falls “below,” “at” or “above” market as compared to the applicable survey data noted above.

For example, an executive with an overall ranking of “5” who is “above market” will receive a lower salary increase than an executive with a ranking of “5” who is “below market”.

The named executive officers’ salaries are provided in the following table (salary for Mr. Gusenleitner was converted from Euros to U.S. dollars based on the Oandaa one-year average exchange rate ending on December 31, 2012)2013):

B.        Annual Cash Incentive Plan Awards

Executive officers participate in our annual cash incentive plan. Overall, we had 1,0701,580 employees participate in the plan’s 20122013 performance offering. Under the plan, participants earn cash awards based on the achievement of Company and individual performance goals. For 2012,2013, the amount paid under the plan to all participants was $14,154,619approximately $18.5 million or approximately 7% of adjusted net income before ACIP expense. This compares to approximately 8%7%, 8% and 12% in 2012, 2011 and 15% in 2011, 2010, and 2009, respectively, as shown below:

A participant’s award (other than the CEO) is computed using the following formula:

ACIP Award = Base Salary X Target Percentage X Financial Factor X Personal Performance Factor

In 2012, based on the fact that Mr. Stroup’s personal performance factor (“PPF”) had consistently been equal to or greater than 1.0, the Compensation Committee removed the component from the calculation of Mr. Stroup’s ACIP award. The Committee desired to avoid any perception that the PPF was simply serving as a second multiplier to Mr. Stroup’s award. Given his direct reporting relationship to the Board, the Committee is comfortable that Mr. Stroup is accountable without the need of the additional lever to adjust his ACIP award downward or upward. In other words, the Company’s performance, reflected by the financial factor,is Mr. Stroup’s personal performance.

Target Percentages

For 2012,2013, each NEO’s ACIP Target Percentages were as follows: Mr. Stroup – 130% and Messrs. Biegacki, Derksen, Bloomfield, Gusenleitner and SuggsTrivedi – 70%.

Financial Factors

As stated above, performance targets for calculating the Financial Factors were based on net income from continuing operations, operating income and share capture. In addition, as discussed further below, the performance stock units (“PSUs”) had performance targets based on operating working capital turnsincome margin and organic growth.free cash flow. In order to ensure that we are rewarding performance that drives stockholder value, these factors flow from and support the strategic financial goals we communicate to our investors.

Performance Factor Determination and Adjustments

The performance factors we use that make up the Financial Factor support our short- and long-range business objectives and strategy. We have selected multiple factors because we believe no one metric is sufficient to capture the performance we are seeking to achieve and any one metric in isolation may not promote appropriate management performance. Management and the Board continue to believe that net income from continuing operations is the financial metric most clearly aligned with the enhancement of stockholder value. Therefore, it is weighed the most heavily as a consolidated performance target. However, as shown above, operating income is a metric important to how our investors view us. It was therefore added as a component of the consolidated Financial Factor for 2011. OrganicNew for 2013 was share capture, which strips away all of the macroeconomic and inorganic impacts to our revenue growth and working capital turns remain important measurespresents a clean measure of our abilityperformance versus our competitors.

Because of the impending change in reporting structure at the beginning of the second quarter, the decision was made to execute on Lean manufacturing techniques andmeasure all of the Belden Market Delivery System.

Each NEO’s list of applicable factors and weighting among factors differsexecutive officers based on geographic or operationalconsolidated thresholds and targets for the first half of the year. For the second half, the officers with company-wide responsibilities (see table below). Based on their responsibilities for global operations as the CEO, CFO and SVP of Global Sales and Marketing, Messrs.(Messrs. Stroup, Derksen and Biegacki’s respective performance wasBloomfield) continued to be measured using consolidated metrics. As the leaders of the two industrial product platforms, Mr. Gusenleitner and Mr. Trivedi share a common sales force and target many of the same customers. Therefore, their compensation components were interlinked. Mr. Gusenleitner is compensated 25% based on consolidated performance, factors. As the EVP of the Europe, Middle East50% based on his Industrial Connectivity platform and Africa (“EMEA”) operations,25% based on Mr. Trivedi’s Industrial IT platform. Similarly, Mr. Trivedi is compensated 25% based on consolidated performance, 50%

based on his Industrial IT platform and 25% based on Mr. Gusenleitner’s performance was measured based on a 50/50 split between consolidated performance factors and local EMEA performance factors. As the EVP of the Americas operations, Mr. Suggs’ performance was measured based on a 50/50 split between consolidated performance factors and local Americas’ performance factors.Industrial Connectivity platform. The applicable factors and weighting percentages are set prior to each performance period.period as shown in the chart below.

In setting performance goals, we consider our annual and long-range business plans and factors such as our past variance to targeted performance, economic and industry conditions, and our industry performance. We set challenging, realistic goals that will motivate performance within the top quartile of our comparator group. We recognize that the metrics may need to change over time to reflect new priorities and, accordingly, review these performance metrics at the beginning of each performance period.

In the first half of 2012,2013, thresholds and targets of the performance factors that make up the Financial Factor were set to challenge management to grow the company in a low growth environment. They were also set to account for the fact that 2013 would include a full year’s results from Miranda and PPC. The first half 20122013 target for the consolidated net income from continuing operations component of the Financial Factor (annualized) was over 15%20% higher than the actual performance in 2011.2012. Likewise, the annualized target for consolidated operating income was approximately 19%35% in excess of actual 20112012 performance. Working capital turns thresholds andThe share capture targets were set at a level consistent with 2011 performance, reflective of the maturity of our Lean manufacturing journey. Organic growth targets continued to be derived from the rates of growth necessary to place us in the top quartile of our comparator group.achieve Similarly, the divisionalsecond half platform level thresholds and targets were set at levels that, if

achieved, would reflect noticeably improved performance. GivenThe second half consolidated net income and operating income targets were 5% and 8% greater than the flat outlookactual first half performance, reflective of the desire to close the year strongly. The share capture metric was maintained at mid-year, generallya steady rate and most parts of the thresholds and targets forbusiness excelled in this area in the second half of the year were refined with slight increases and decreases. The organic growth targets were the exception. The challenging growth environment led the Committee to adjust these thresholds and targets down materially to levels that could feasibly be achieved, in order to continue to motivate and incentivize management to invest time and resources to this metric.

Any Financial Factor exceeding 2.0 requires Compensation Committee approval and individual awards may not exceed the lesser of three times the individual’s target ACIP amount or $5 million per year. As in 2011, if the consolidated net income factor or a divisional operating income factor did not achieve at least threshold performance, this would result in a total Financial Factor of 0. Additionally, organic growth scores were capped at 2.0.

Consistent with the terms of the annual cash incentive plan, the performance factors were adjusted to reflect certain unusual events that occurred during the year. These adjustments can result in either increases or decreases in performance factors and in 20122013 primarily concerned amortization of intangible assets, purchase accounting effects of acquisitions, restructuring of the Company’s operations, one-time costs related to our debt restructuring, as well as some income tax adjustments. The Compensation Committee and the Audit Committee meet jointly to analyze and approve the adjustments recommended by management. The Committees believed it was appropriate to adjust the financial results for these matters to eliminate the potential for managers delaying strategic decisions beneficial to the Company in the long term (e.g., restructuring) because of the impact of those decisions on short-term financial metrics or to benefit from favorable one-time adjustments.

For each individual performance factor, threshold and target amounts are set by the Compensation Committee. Actual performance at the threshold level is reflected with a Financial Factor score of 0.5 and actual performance at the target level is reflected with a Financial Factor score of 1.0, with performance between the two levels and above target scored on a linear basis. Actual performance below the threshold resultswould result in a component score

of 0 and failure to achieve threshold performance on the net income/operating income component would result in a Financial Factor score of 0. Organic growth scores were capped at 2.0 and any Financial Factor exceeding 2.0 requires Committee approval. Per the plan document, individual awards may not exceed the lesser of three times the individual’s target ACIP amount or $5 million per year.

The performance factor definitions, thresholds, targets and actual results, as well as the applicable weighting and calculations for each NEO are contained inAppendix I, which is incorporated herein by this reference. The applicable 20122013 first-half and second-half Financial Factor for the NEOs is as follows:

Personal Performance Factor

Each named executive officer other than Mr. Stroup establishes annual personal performance objectives. As discussed above, the Committee feels that the consolidated Financial Factor is the best reflection of Mr. Stroup’s personal performance. The other NEO’s objectives are agreed upon between the NEO and Mr. Stroup. At the end of the year, the parties measure progress relative to the objectives. Mr. Stroup scores each NEO on a scale of 0.5 to 1.5, which we refer to as the NEO’s Personal Performance Factor (“PPF”).

The personal performance goals reflected in the Personal Performance Factor measure the attainment of short- and long-term goals that often are in furtherance of achieving objectives set out in our three-year strategic plan. Personal performance goals can be qualitative in nature and the determination of the NEO’s degree of attainment of them generally requires the judgment of Mr. Stroup.

As a general rule, the higher in the organizational structure that one sits, the more global in scope are his or her personal objectives. Mr. Derksen, as the CFO, had objectives in the areas of talent management and investor relations, but also focused other objectives on areas specific to the finance function, e.g., liquidity, accounting, tax and capital structure. As the global head of the sales function,chief legal officer, Mr. BiegackiBloomfield had objectives relating to sales growth, channel managementlegal compliance areas, such as insider trading and vertical marketing, with a particular focus onconflict minerals, as well as providing legal support to the Asia Pacific region.finance function in its capital structure endeavors. As the EVPs of two of Belden’s geographical segments,product platforms, the objectives of Messrs. GusentleitnerGusenleitner and SuggsTrivedi were supportive of the Company’s global goals, but focused within their respective business units. Their objectives related to the areas of organic growth,market share expansion (including in emerging markets), talent management Lean manufacturing and the institution of the Belden Market Delivery System in their respective business units.

The 20122013 Personal Performance Factors for the NEOs as recommended by Mr. Stroup and approved by the Committee ranged from 0.901.00 to 1.20.

Annual Cash Incentive Plan Payouts

Based on the preceding discussion, each NEO’s annual cash incentive plan award is as shown in the table below. The total of the first half and second half awards were as follows:paid out in March 2014 following adoption of the Financial Factors and Personal Performance Factors by the Committee.

C.      Performance-Based Equity Awards

Our long-term equity incentive plan is designed to align the financial interests of our executives and our stockholders by providing executives with a continuing stake in the long-term success of the company. In addition, withWith grants of SARs that have value only if Belden’s stock price increases and PSUs that only convert into RSUs if certain threshold performance is achieved, the plan emphasizes Pay-for-Performance. For 2012,2013, executive officers other than Mr. Stroup received 75%50% of their LTI Valueaward (discussed below) under the plan in the form of SARs. The remaining 25% was deemed to have been received throughSARs and 50% in the awardform of a three-year grant of performance-based RSUs in 2010.PSUs.

Individual performance, the competitive market, executive experience and internal equity were factors used to determine the total dollar value of SARs and RSUsPSUs granted to each executive officer in 2012,2013, which we refer to as the “Long-Term Incentive Value”, or “LTI Value”.

LTI Value

We use the following matrix to determine the LTI as a percentage of base salary for each officer:

An officer did not receive an equity award in 20122013 if his or her 20112012 Personal Performance Factor was less than 0.85. Mr. Stroup does not have a target LTI percentage or a Personal Performance Factor. At its March 20122013 meeting, the Compensation Committee awarded Mr. Stroup SARsLTI valued at approximately $2.5$2.75 million, or approximately 300%325% of base salary. Messrs. Derksen, Biegacki,Bloomfield, Gusenleitner and SuggsTrivedi each have a Target LTI percentage of 120%. of their respective base salaries.

To illustrate the LTI value matrix, assume a base salary of $200,000 and a Target LTI percentage of 50%. The Target LTI is $100,000. Assuming the officer’s PPF is 1.0, he or she would receive equity valued between $70,000 and $120,000. If the same officer’s PPF is 1.20, he or she would receive equity valued between $100,000 and $190,000. The exact amount granted within the range for each individual is at the discretion of the individual’s immediate supervisor.supervisor (the “LTI Award”)

For 2013, the NEOs received 50% of their LTI Award in the form of SARs and 50% in the form of performance stock units. We use the Black-Scholes-Merton (“Black-Scholes”) option pricing formula to calculate SAR values. The intendedInstead of using the grant date valuestock price as the input in the Black-Scholes formula, we use a one-year average price of the stock (the “Average Belden Stock Price”). That same price is thenutilized to determine the number of PSUs granted. In summary, the LTI Award is allocated as follows:into the number of units resulting from the following formulas:

SARs = (LTI Value – (25%50% of Targetthe LTI Value))Award divided by the Black-Scholes value of a Belden SAR.SAR, rounded to the nearest unit.

PSUs = 50% of the LTI Award divided by the Average Belden Stock Price, rounded to the nearest unit.

The SARs provide a material incentive for executives to increase the Company’s share price increases during their ten-year term, and they serve as a retention tool because they take three years to fully vest. The PSUs drive performance against targets during the grant year and then support retention during the subsequent two-year vesting period.

Beginning in 2010, participants were provided the optionThe PSU agreements state that following a one-year performance period, a conversion factor ranging from 0 to 2.0 will be applied. The result of electing to receive up to 50% of the SAR component, or up to 37.5% of their LTI Value in a long-term cash award. The percentage they select multiplied by their LTI Value becomes their Cash Target amount. The Maximum Payout is then determined pursuantthat formula, rounded to the following formula:

Maximum Payout = Cash Target X (AFF + (0.5 X (0.20 – SD)))

It is referred to as a Maximum Payout because the Compensation Committee can exercise negative discretion prior to approving the final payout. AFFnearest whole unit, is the average annual Financial Factor fornumber of RSUs the three-year period starting with the yearofficer receives. The RSUs to be received in which the grant date occurs. SD is the standard deviation of the three Financial Factors. The award encourages retention through its three-year term2014 based on 2013 performance, will vest equally in 2015 and is designed to reward good Company performance, but also consistent Company performance.

No NEO selected a cash award in 2012. Beginning in 2013, executive officers are no longer eligible to elect cash-based awards.2016.

At its March 20122013 meeting, the Compensation Committee approved equity award grants in the form of 592,380311,378 SARs, 160,767 PSUs and 34,87076,824 RSUs to over 250280 employees. The table below shows the total 20122013 grants of SARs and RSUs to the named executive officers.

20122013 Equity Awards to NEOs

Following is a table illustrating the thresholds, targets and actual performance for the two PSU financial factors, consolidated operating income margin and consolidated free cash flow (dollar amounts in thousands):

Consolidated operating income margin is the quotient of our adjusted operating income divided by our adjusted revenues. Free cash flow is defined as net cash provided by operating activities adjusted for acquisition and divestiture transaction costs, capital expenditures net of the proceeds from the disposal of tangible assets, non-recurring payments related to divestitures, and non-recurring tax payments related to the settlement of a tax sharing agreement. For a reconciliation of each of these non-GAAP financial measures to GAAP financial measures, please see our Current Report on Form 8-K filed with the SEC on February 6, 2014.

Based on the PSU Conversion Factor of 1.02, the NEO’s PSUs will convert to the following number of RSUs: Mr. Stroup – 36,953; Mr. Derksen – 7,592; Mr. Bloomfield – 5,375; Mr. Gusenleitner – 6,181; and Mr. Trivedi – 6,047.

VI.      Compensation Policies and Other Considerations

Stock Ownership Guidelines

To align their interests with those of the Company’s stockholders, Company officers who are required to report their holdings of Belden stock to the Securities and Exchange Commission must hold stock whose value is at least three times their annual base salary (six times in the case of Mr. Stroup). Officers have five years from May 2005 (the date the guidelines were implemented or, if later, five years from becoming an officer) to acquire the appropriate shareholdings. In addition, officers must make interim progress toward the ownership requirement during the five year period—20% after one year, 40% after two years, 60% after three years and 80% after four years. For purposes of determining ownership, unvested RSUs and the value of vested but unexercised, in-the-money options and SARs are included. For calculation purposes, the Company will use the higher of the current trading price or the acquisition price. As of April 4, 20132014 (our record date for the annual meeting), each of the named executive officers either met his interim or five-year stock ownership guideline. In accordance with Company policy, an officer is prohibited from selling Belden stock received from the Company as an equity award until the officer meets the interim guideline.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the Company’s CEO or any of the Company’s other NEOs, other than the Chief Financial Officer, who are employed as of the end of the fiscal year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance based” compensation (i.e., compensation paid only if performance meets pre-established objective goals based on performance criteria approved by stockholders). The Company’s incentive compensation plans are designed to qualify under Internal Revenue Code Section 162(m) to ensure tax deductibility. However, the Committee retains the flexibility to design and administer compensation programs that are in the best interests of Belden and its stockholders.

Annual bonuses for our Named Executive Officers are unguaranteed, subject to maximum bonus amounts based on the achievement of the Section 162(m) performance objectives established by the Committee annually. These objectives are selected by the Committee from among the performance objectives in the annual incentive plan but are not communicated to participants as individual performance targets. The Committee may exercise “negative discretion” to reduce the award based on an assessment of Company and individual performance. For 20122013 the Committee awarded less than the maximum amount. Also, our compensation plans comply with the requirements of Internal Revenue Code Section 409A, which requires that nonqualified deferred compensation arrangements must meet specific requirements.

In accordance with FASB ASC Topic 718, for financial statement purposes, we expense all equity-based awards over the period earned based upon their estimated fair value at grant date.

Executive Compensation Recovery

In accordance with the Sarbanes-Oxley Act of 2002, Mr. Stroup, as CEO, and Mr. Derksen, as CFO, must forfeit certain bonuses and profits if the Company is required to restate its financial statements as a result of misconduct. In addition, if the Board of Directors determines that any other executive officer has engaged in fraudulent or intentional misconduct that results in the Company restating its financial statements because of a material inaccuracy, the Company, as permitted by law, will seek to recover any cash incentive compensation or other equity-based compensation (including proceeds from the exercise of a stock option or SAR) received by the

officer from the Company during the 12-month period following the first public issuance or filing with the SEC of the financial statement required to be restated. The Company will reconsiderrevisit its clawback policies once the SEC issues final rules implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”).

Insider Trading; Hedging and Pledging of Company Stock

PursuantCompany policy requires executive officers and directors to consult the Company’s legal department prior to engaging in transactions involving Belden stock. In order to protect the Company from exposure under insider trading policy,laws, executive officers and directors are encouraged to enter into pre-programmed trading plans under Exchange Act Rule 10b5-1. The Company will not approve hedging or monetization transactions including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities. Executive officers and directors are prohibited from utilizing margin accounts to engage in transactions in Belden stock and from pledging Belden stock for any purpose. The Company will reconsiderrevisit its trading policies once the SEC issues final rules implementing the Dodd-Frank Act.