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, 20146, 2016

Dear Stockholder:

I am pleased to invite you to our 20142016 Annual Stockholders’ Meeting. We will hold the meeting at 12:30 p.m. central time on Wednesday,Thursday, May 28, 201426, 2016 at the Four Seasons Hotel St.Saint Louis, Mississippi Room, 8^th Floor at 999 North 2^nd Street, St.Saint 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, 2014,6, 2016, we began mailing our stockholders a notice containing instructions on how to access our 20142016 Proxy Statement and 20132015 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.cfminvestor-relations/financial-information/latest-financials/default.aspx.

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.

1 North Brentwood Boulevard,

15th Floor

St.Saint Louis, Missouri 63105

314-854-8000

NOTICE OF 20142016 ANNUAL STOCKHOLDERS’ MEETING

DATE:		Thursday, May 26, 2016
WHO CAN VOTE    TIME:		You are entitled to vote if you were a stockholder at the close of business on Friday, April 4, 2014 (our record date).12:30 p.m. CDT
FINANCIAL STATEMENTS    PLACE:		The Company’s 2013 Annual Report to Stockholders, which includes the Company’s Annual Report on Form 10-K, is available on the same website as this Proxy Statement. If you were mailed this Proxy Statement, the Annual Report was included in the package. The Form 10-K includes the Company’s audited financial statements and notes for the year ended December 31, 2013, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations. Four Seasons Hotel Saint Louis, Mississippi Room, 8th Floor, 999 North 2nd Street, Saint Louis, Missouri 63102
VOTING

    VOTING

Please vote as soon as possible to record your vote promptly, even if you plan to attend the annual meeting. You have three options for submitting your vote before the annual meeting:

 

				•     InternetPhone •     Phone (if(if you request a full delivery of the proxy materials)
				Internet
				Mail •     Mail (if(if you request a full delivery of the proxy materials)

By Authorization of the Board of Directors,

Kevin Bloomfield

Senior Vice President, Secretary and General Counsel

St. Louis, Missouri

April 15, 2014

PROXY STATEMENT FOR THE

20142016 ANNUAL MEETING OF STOCKHOLDERS OF

BELDEN INC.

To be held on Wednesday,Thursday, May 28, 201426, 2016

Internet Availability of Proxy MaterialsINTERNET 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, 2014,6, 2016, 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.

CONTACT INFORMATION FOR QUESTIONS

Answers to certain frequently asked questions including the votes required for approval of the agenda items are included in this document beginning on page 55. For other questions, please see the following contact information:

CORPORATE GOVERNANCE

The Belden Board has ten members and four standing committees: Audit, Compensation, Finance and Nominating and Corporate Governance. The Board had sixfive meetings during 2013; two2015; one of which werewas 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 currently ten. Mr. YoostKalnasy will not stand for reappointment to the Board and following the Annual Meeting, he will retire from the Board.Board in May 2016. The Board and the Company thank Mr. YoostKalnasy for his significant contributionsdistinguished service to Belden during his tenure.over the last three decades.

At its regular meeting in March 2014,February 2016, 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

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, among other items:

At its March 4, 2014February 25, 2016 meeting, the Board determined that each of Ms. Brown and Mr. Minnich wasqualifies as an Audit Committee Financial Expert as defined in the rules pursuant to SOX andSOX. As previously described, each member of the Audit Committee 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.”Candidates” on page 58.

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,conduct, 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,conduct, are available on the Company’s website athttp://investor.belden.com/documents.cfminvestor-relations/corporate-governance/governance-documents/default.aspx. Printed copies of these materials are also available to stockholders upon request, addressed to the Corporate Secretary, Belden Inc., 1 North Brentwood Boulevard, 15^th Floor, St.Saint Louis, Missouri 63105.

Related Party Transactions and Compensation Committee Interlocks

It is our policy to review all relationships and transactions in which the companyCompany 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 2013.2015.

None of our executive officers served during 20132015 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 a 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 1 North Brentwood Boulevard, 15^th Floor, St.Saint 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.cfminvestor-relations/corporate-governance/governance-documents/default.aspx. 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 Ombudsmanombudsman 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. Yoost attended the Company’s 20132015 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 $68,000)$73,000). 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, Minnich and Monter 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 three-year interim requirement. Mr. Berglund, who was appointed in December 2013, doesmeets the two-year interim requirement. Mr. Klein, who was appointed in August, 2015, is not yet have an interimsubject to the minimum holdings requirement.

DIRECTOR COMPENSATION

The following table reflects the director annual compensation structure as of December 31, 20132015 and as of May 1, 20142016 per changes approved by the Board at its December 2013February 2016 meeting:

In 2013, the Board, guided by industry data, approved an increase in compensation for the non-executive chair position, retroactive to January 1, 2012, of $75,000 per year, half of which was to be paid in cash and half of which was to be included in the annual equity grant. As illustrated above, this aggregate amount will increase to $78,000 as of May 1, 2014.

The following table provides information on non-employee director compensation for 2013.2015.

ITEM I – ELECTION OF NINE DIRECTORS

The Company currently has ten directors – Ms. Brown and Messrs. Aldrich, Balk, Berglund, Cressey, Kalnasy, Klein, Minnich, Monter Stroup and Yoost.Stroup. 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)Ms. Brown and Messrs. Aldrich, Balk, Berglund, Cressey, Klein, Minnich, Monter and Stroup be reelected for a new term of one year and until their successors are duly elected and qualified. Mr. Kalnasy is retiring from the Board and is not seeking re-appointment. 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.

ITEM II – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 20142016

It is anticipated that Ernst & Young LLP (“EY”) will be selected as our independent registered public accounting firm for the year ending December 31, 2014,2016, and the Board of Directors has directed that management submit the anticipated appointment for ratification by the stockholders at the annual meeting. Ernst & YoungEY 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 & YoungEY 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.EY. 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 20132015 and 20122014

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 20132015 and 20122014 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.locations, and comfort letter procedures related to debt issuances.

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

“Tax fees” for 20132015 and 20122014 are for domestic and international compliance totaling $132,746$186,377 and $95,053,$258,507, respectively, and tax planning totaling $1,054,788$350,087 and $528,913,$530,812, 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 2013,2015, 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 exceedingthat significantly exceeded the original estimates.estimates, if any.

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

For both recurring and non-recurring services, the projected fees are updated quarterly and the Committee reviews,considers 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 authority to grant such 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 2013,2015, 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, 20132015 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 2013)2015); (ii) has discussed with EY the matters required to be discussed under current auditing standards;PCAOB Auditing Standard No. 16,Communications with Audit Committees; 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 theirits 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, tax fees, and taxother fees the Company paid EY for services performed in 20132015 and 2012.2014.) The Committee has concluded that EY’s provision of non-audit services to the Company and its subsidiaries is compatible with theirits 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 2013.2015.

Audit Committee

George E. Minnich (Chair)

Judy L. Brown

    Dean YoostJohn M. Monter

OWNERSHIP INFORMATION

EQUITY COMPENSATION PLAN INFORMATION ON DECEMBER 31, 2013

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 2013 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 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, 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, 2013.

Compensation Discussion and Analysis (“CD&A”)

A NOTEFROMTHE BELDEN COMPENSATION COMMITTEE

Valued Belden Stockholders:

The Committee would like to thank Belden’s stockholders for another year of loyal support in 2013.2015. For the secondfourth consecutive year, our Say-on-Pay proposal was supported by over 97% of the voted shares. 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 strategy and (3) thatthe stockholders believe in the management team and there is an open line of communication between management and stockholders. Continuous engagement with the investment community is a top priority for Belden management and our consistent Say-on-Pay support signals to us that management is executing well on this priority.

2013That being said, 2015 was an importanta challenging year of transition at Belden. The integration of two major 2012 acquisitions coupledfor U.S. multinational management teams. For Belden in particular, in a year that began with the transitionsuccessful completion of the strategically significant Tripwire acquisition, the focus was quickly redirected. The simultaneous strengthening of the U.S. dollar and decline in oil prices impacted demand environment within several end markets. Additionally, softness with advertising spend, a source of revenue to our broadcast customers led to a new operating platform structure requiredtemporary pause in capital spending within the industry. Overall, the diverse portfolio and the ability of the management team to quickly recognize and react to these challenges allowed Belden navigate these challenges well. The effectiveness of the Belden business system is reflected in the record EBITDA margins and strong leadership. The factshare capture in a year which many peers reacted too late.

We acknowledge, however, the impact that the Company balanced these changes with strong executionmarket disruptions had on equity prices in 2015. Challenging market conditions are the marketplace 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 endorsementtrue test of the strategy and performance are reflected in valuations not previously seen at Belden, and we strive to build upon the trust provided by current and prospective stockholders.

We understand, 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 our management remains properly engaged and motivated.program’s design. We believe that the longBelden program is performing appropriately in these circumstances. The shorter term focuscash incentive plan allowed us to reward accomplishments against pre-determined objectives in areas that reflect the underlying health of incentive programsthe business. On the other hand, the longer term incentives provided to our executives will be successfulonly result in motivatingrealizable compensation if our leadersstockholders likewise benefit from significant stock price appreciation. It is noteworthy that of the compensation shown in the Summary Compensation Table below, 68.9% of the compensation disclosed for our CEO and 56.3% for the NEOs as a whole is composed of equity grants without any current value. However, the three-year measurement period for the performance stock units and the ten-year life of the stock appreciation rights will properly incentivize the team to drive even more value creation well into the future. We hopeperformance needed to maximize stockholder value. On that after reviewingbasis and the remainder of the materials that follow, we believe that you will continue to agree that we are doing our job of aligning pay with performance.

Therefore, we request your support for Belden’s 2016 Say-on-Pay proposal and the other compensation related proposals contained in this year.document. If at any time you would like to discuss the compensation program, Belden management iswe are 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 2013.2015. We refer to these five persons throughout as the “named executive officers” or our “NEOs.”“NEOs”.

For 2013,2015, our named executive officers were:

II.      Executive Summary

As noted by our Compensation Committee above, 20132015 was an excitingmarked by steady performance despite a mixed macroeconomic environment. We began the year at Belden. 2012 closedby successfully completing the acquisition of Tripwire, a cybersecurity asset that we will be able to leverage across all of our served markets as demand for security in connected applications continues to increase. As we made our way through the first half of 2015, it became clear that lower oil prices and a stronger US dollar would impact the demand from several end markets within the Broadcast and Industrial platforms. Despite these impediments, the business as a whole performed well, with four second-half M&A transactionsstrong performance in our enterprise solutions, broadband connectivity and plansnetwork security businesses. Productivity improvement programs during the year will allow Belden to transition into a new reporting structurecontinue to protect, and in 2013. The acquisitions of Miranda Technologies and PPC Broadband were integrated successfully and at the beginning of April we began reporting results as four global business platforms: Industrial Connectivity Solutions, Industrial IT Solutions, Enterprise Connectivity Solutions and Broadcast Solutions.some platforms expand, its margin profile. Some financial highlights of the consolidated business included:included the following (see the Company’s Form 8-K filed on February 9, 2016 for a reconciliation of GAAP financial measures to non-GAAP measures):

The Company’s 20132015 overall financial results and the individual performance of our NEOs are discussed underAnnual Cash Incentive Plan Awards beginning on page 27.21.

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.      20132015 Say-on-Pay Review

For the secondfourth consecutive year, our executive compensation program was endorsed by a vast majority of our stockholders. With 94.58%93.98% of our shares voting on the issue, we received 97.77%99.04% in favor of the proposal, with only 0.56%0.93% opposing and 1.67%0.01% abstaining. We believe this is a reflection of the transparency of our program, which is clearly aligned with the interests of our stockholders. Based on this strong endorsement, we only made minor improvements to the existing program.

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 for the NEOs in 2013 were2015 included net income from continuing operations, EBITDA, share capture, operating incomeworking capital turns and share capture.inventory turns. 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 83%85% of Mr. Stroup’s 20132015 summary compensation table compensation was performance-based compensation, up from 73%compared to 79% in 2014 and 83% for 2012.2013. 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

Our ability to execute on our strategic plan relies on implementation of 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.so we do not pay for underperformance.

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

Following an analysis based on rules promulgated by the NYSE, the Compensation Committee has retained Deloitte Consulting LLP (“Deloitte”Deloitte Consulting”) 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 2013,2015, Deloitte Consulting 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 theirits compensation consulting in 2013,2015, we paid Deloitte $178,084.Consulting $162,797.

In 2013,2015, our financial management separately engaged affiliates of Deloitte Consulting to perform other services involving internal controls auditing, tax consulting and acquisition due diligence. For these non-compensation related services, we paid Deloitte $1,595,001.$2,988,411. The Compensation Committee did not approve these charges prior to their incurrence, but considered them in connection with Deloitte’sDeloitte Consulting’s retention for 2014.2016. 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 Consulting, 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. Individual executives may have base salaries above or below the target based on their individual performances, internal equity and experience. 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 and competes for talent.

The comparator group companies for 20132015 were as follows:

Molex Incorporated was acquired at the end of 2013 and will not be in the comparator group for 2014.

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 1514 companies in our comparator group, 1312 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 simply 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 Consulting, 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 2014,February 2016, the Committee concluded that the total direct compensation of executive officers, with respect to compensation levels, as well as structure, remainedare consistent with our compensation design and objectives.

V.      20132015 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

20132015 Merit Increase Guidelines for U.S. Employees (including all of the Named Executive Officers)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 median of the applicable surveymarket 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 as of December 31, 2015 are provided in the following table:

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 a one-year average exchange rate ending on December 31, 2013):

B.      Annual Cash Incentive Plan Awards

Executive officers participate in our annual cash incentive plan. Overall, we had 1,5801,935 employees participate in the plan’s 20132015 performance offering. Under the plan, participants earn cash awards based on the achievement of Company and individual performance goals. For 2013,2015, the amount paid under the plan to all participants was approximately $18.5$22.0 million or approximately 7%6.7% of adjusted net income before ACIP expense. This compares to approximately 7%7.7%, 8%7.3%, 7.2% and 12%8.1% in 2014, 2013, 2012 2011 and 2010,2011, 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.

Target Percentages

For 2013,2015, each NEO’s ACIP Target Percentages were as follows: Mr. Stroup – 130%, Mr. Derksen – 75% and Messrs. Derksen, Bloomfield, GusenleitnerPennycook, Rosenberg and TrivediVestjens – 70%.

Financial Factors

As stated above, performance targets for calculating the Financial Factors were based on net income from continuing operations, EBITDA, share capture, operating incomeworking capital turns and share capture.inventory turns. In addition, as discussed further below, the performance stock units (“PSUs”) had performance targets based on operating income marginrelative total stockholder return and 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 isand EBITDA are the financial metricmetrics most clearly aligned with the enhancement of stockholder value. Therefore, it is weighed the mostthey are weighted heavily as ain our 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. New for 2013 wasand platform targets. Additionally, share capture which strips away all of the macroeconomic and inorganic impactscontinues to our revenue growth and presents a cleanbe an important measure of our performance versus our competitors.

Because And despite the maturity of the impending changeour development from a Lean manufacturing standpoint, continuous improvement in reporting structure at the beginning of the second quarter, the decision was made to measure all of the executive officers based on consolidated thresholdsinventory and targets for the first half of the year. For the second half, the officers with company-wide responsibilities (Messrs. Stroup, Derksen and Bloomfield) continued to be measured using consolidated metrics. As the leaders of the two industrial product platforms, Mr. Gusenleitner and Mr. Trivedi shareworking capital turnover remains 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, 50% based on his Industrial Connectivity platform and 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 Industrial Connectivity platform. The applicable factors and weighting percentages are set prior to each performance period as shown in the chart below.

high corporate priority.

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.group based on consensus data on the peer companies publicly available at the time the targets are set. 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 2013,2015, thresholds, targets and targets ofmaximum levels for the performance factors that make up the Financial FactorFactors were set to challenge management to grow the company in a low growth environment. They were also set to account forFor instance, the fact that 2013 would include a full year’s results from Miranda and PPC. The first half 20132015 target for the consolidated net income from continuing operations componentreflected a 30% increase over actual 2014 performance. Likewise, the consolidated share capture target represented an almost 68% improvement over actual 2014 performance. Targets for the business platforms reflected similar stretch improvement initiatives. While platform performance on EBITDA and working capital/inventory turns did not fully meet our expectations, outperformance on share capture was achieved at the platform and consolidated levels. We view this as a positive result of our Belden Market Delivery System.

Officers with company-wide responsibilities (Messrs. Stroup, Derksen and Rosenberg) were measured using consolidated performance. Mr. Pennycook and Mr. Vestjens were compensated based on the performance of the Financial Factor (annualized) was over 20% higher than the actualEnterprise Connectivity Solutions and Broadcast Solutions platforms, respectively. The applicable factors and weighting percentages are set prior to each performance in 2012. Likewise, the annualized target for consolidated operating income was approximately 35% in excess of actual 2012 performance. The share capture targets were set at a level to achieve Similarly, the second half platform level thresholds and targets were set at levels that, if achieved, would reflect noticeably improved performance. The second half consolidated net income and operating income targets were 5% and 8% greater than the actual first half performance, reflective of the desire to close the year strongly. The share capture metric was maintained at a steady rate and most parts of the business excelled in this areaperiod as shown in the second half of the year.chart below and illustrated in further detail onAppendix I.

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 20132015 primarily concerned amortization of intangible assets, deferred gross profit adjustments, restructuring of the Company’s operations, purchase accounting effects of acquisitions, restructuring of the Company’s operations,depreciation expense, as well as somethe income tax impact of these adjustments. The Compensation Committee and the Audit Committee meet jointly to analyze and approve the adjustments recommended by management. The Committees believedagree that it was appropriate to adjust the financial results for these matters to properly capture our operating results and 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.adjustments or unbudgeted events (such as acquisitions).

For each individual performance factor, threshold, target and targetmaximum 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 and actual performance at or above the maximum level is reflected with performancea Financial Factor score of 2.0. Performance between the two levelsthreshold and above target scoredand between the target and maximum are interpolated on a linear basis. Actual performance below the threshold would result in a component score

of 0 and the failure to achieve at least threshold performance on the net income/operating income component would result in aan overall Financial Factor of 0. Organic growth scores wereBecause Financial Factors are capped at 2.0 and any Financialbecause, as described below, he does not have a Personal Performance Factor, exceeding 2.0 requires Committee approval. Per the plan document, individual awards may not exceed the lesserMr. Stroup’s ACIP payout cannot mathematically be higher than 200% of three times the individual’shis target ACIP amount or $5 million per year.payout.

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 2013 first-half and second-half2015 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.performance and, thus, he does not have a separate Personal Performance Factor (“PPF”). 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 NEONEO’s PPF on a scale of 0.5 to 1.5, which we refer to as the NEO’s Personal Performance Factor (“PPF”).1.5.

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 information technology and investor relations performance, but also focused other objectives on areas specific to the finance function, e.g., liquidity, accounting, tax and capital structure. As the chief legalstrategy officer, Mr. BloomfieldRosenberg had objectives relating to legal compliance areas, such as insider tradingthe Company’s M&A funnel and conflict minerals,integration, as well as providing legal support to the finance function in its capital structure endeavors.talent management and other strategic objectives. As the EVPs of two of Belden’s product platforms, the objectives of Messrs. GusenleitnerPennycook and TrivediVestjens were supportive of the Company’s global goals, but focused within their respective business units. Their objectives related to the areas of market share expansion (including in emerging markets),growth, both organic and M&A, talent management and operational excellence through the continued institution of the Belden Market Delivery SystemLean enterprise principles in their respective business units.

The 20132015 Personal Performance Factors for the NEOs as recommended by Mr. Stroup and approved by the Committee ranged from 1.00 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 paid out in March 2014February 2016 following adoption of the Financial Factors and Personal Performance Factors by the Committee.