UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)Proxy Statement Pursuant to Section 14(a) of the Securities
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OFExchange Act of 1934 (AMENDMENT NO.(Amendment No. )
Filed by the registrantRegistrant þ☐
Filed by a Party other than the registrantRegistrant ¨☐
Check the appropriate box:
2022 ANNUAL MEETING OF STOCKHOLDERS OF
BELDEN INC.
To be held on Wednesday, May 25, 2022
TABLE OF CONTENTS
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Related Party Transactions and Compensation Committee Interlocks | 12 |
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Fees to Independent Registered Public Accountants for 2021 and 2020 | 16 |
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2022 Proxy Statement | Page i |
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 7, 2022, 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 47. For other questions, please see the following contact information:
For questions | ||
Regarding: | Contact: | |
Annual meeting or | Belden Investor Relations, 314‑854‑8054 | |
Executive Compensation Questions | ||
Stock ownership | American Stock Transfer & Trust Company | |
(Stockholders of Record) | http://www.amstock.com | |
800‑937‑5449 (within the U.S. and Canada) | ||
718‑921‑8124 (outside the U.S. and Canada) | ||
Stock ownership | Contact your broker, bank or other nominee | |
(Beneficial Owners) | ||
Voting | Belden Corporate Secretary, 314‑854‑8035 |
2022 Proxy Statement | Page 1 |
The Belden Board has eleven members and four standing committees: Audit, Compensation, Finance, and Nominating and Corporate Governance. The Board had six meetings during 2021. All directors attended 75% or more of the Board meetings and the Board committee meetings, taken together, on which they served. The maximum number of directors authorized under the Company's bylaws is currently eleven. Messrs. Cressey and Minnich will not stand for reappointment to the Board and will retire from the Board in May 2022. The Board and the Company thank Messrs. Cressey and Minnich for their leadership and distinguished service to Belden over the last thirty-seven years and twelve years, respectively.
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David J. Aldrich(1) |
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Lance C. Balk |
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Diane D. Brink |
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Bryan C. Cressey |
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Jonathan C. Klein |
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George E. Minnich |
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Roel Vestjens |
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Meetings held in 2021 |
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(1) | Chairman of the Board |
(2) | Mr. McCray was appointed to the Board in February 2022 |
At its regular meeting in February 2022, 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.
Page 2 | 2022 Proxy Statement |
BOARD MEMBER DEMOGRAPHICS – DIRECTORS SEEKING REAPPOINTMENT
BOARD MEMBER TENURE – DIRECTORS SEEKING REAPPOINTMENT
BOARD MEMBER SKILLS – DIRECTORS SEEKING REAPPOINTMENT
2022 Proxy Statement | Page 3 |
BIOGRAPHIES OF DIRECTORS SEEKING REAPPOINTMENT
DAVID J. ALDRICH, 65 |
Director Since: 2007, Chairman Board Committees: Compensation The Board recruited Mr. Aldrich based on his experience in high technology signal transmission applications and for his experience as a Chief Executive Officer of a public company. From April 2000 to May 2014, he served as President, Chief Executive Officer, and Director of Skyworks Solutions, Inc. (“Skyworks”). In May 2014, Mr. Aldrich was named Chairman of the Board and Chief Executive Officer of Skyworks. From May 2016 to May 2018, Mr. Aldrich served as Executive Chairman of Skyworks. From May 2018 to May 2021, Mr. Aldrich served as Chairman of the Skyworks board of directors. Skyworks is an innovator of high performance analog and mixed signal semiconductors enabling mobile connectivity. In January 2021, Mr. Aldrich was appointed to the Board of Directors, Audit Committee and Compensation Committee of indie Semiconductor. In May 2021, Mr. Aldrich was appointed to the Board of Directors, Audit Committee, and Nominating & Corporate Governance Committee of Allegro Microsystems. Mr. Aldrich received a B.A. degree in political science from Providence College and an M.B.A. degree from the University of Rhode Island. |
LANCE C. BALK, 64 |
Director Since: 2000 Board Committees: Compensation (Chair), Finance The Board originally recruited Mr. Balk based on his expertise in advising multinational public and private companies on complex mergers and acquisitions and corporate finance transactions. He provides insight to the Board regarding business strategy, business acquisitions and capital structure. In September 2010, Mr. Balk was appointed as General Counsel of Six Flags Entertainment Corporation, a position he held until his retirement on February 28, 2020. Previously, Mr. Balk served as Senior Vice President and General Counsel of Siemens Healthcare Diagnostics from November 2007 to January 2010. From May 2006 to November 2007, he served in those positions with Dade Behring, a leading supplier of products, systems and services for clinical diagnostics, which was acquired by Siemens Healthcare Diagnostics in November 2007. Previously, he had been a partner of Kirkland & Ellis LLP since 1989, specializing in securities law and mergers and acquisitions. Mr. Balk received a B.A. degree from Northwestern University and a J.D. degree and an M.B.A. degree from the University of Chicago. |
Page 4 | 2022 Proxy Statement |
STEVEN W. BERGLUND, 70 |
Director Since: 2013 Board Committees: Audit, Cybersecurity Mr. Berglund’s experience as a director, president and chief executive officer of Trimble Inc., a technology based firm providing positioning and location solutions, from March 1999 to January 2020 makes him highly qualified to serve on the Company’s Board. In January 2020, Mr. Berglund turned over the titles of president and chief executive officer to his successor and was named Trimble’s executive chairman. Prior to joining Trimble, Mr. Berglund was President of Spectra Precision, a group within Spectra Physics AB. Mr. Berglund’s business experience includes a variety of senior leadership positions with Spectra Physics, and manufacturing and planning roles at Varian Associates. He began his career as a process engineer at Eastman Kodak. Mr. Berglund attended the University of Oslo and the University of Minnesota where he received a B.S. in chemical engineering. He received his M.B.A. from the University of Rochester. Mr. Berglund is the Chairman of the Board of the Association of Equipment Manufacturers. |
DIANE D. BRINK, 63 |
Director Since: 2017 Board Committees: Cybersecurity (Chair), Nominating and Corporate Governance (Chair) The Board recruited Ms. Brink based on her marketing and digital transformation expertise and experience as a senior marketing executive at a Fortune 100 technology company. Ms. Brink currently serves as a Senior Fellow and Adjunct Professor with the Kellogg Markets & Customers Initiative at the Kellogg School of Management at Northwestern University. Prior to her retirement in 2015, Ms. Brink served in a variety of roles at IBM, most recently as Chief Marketing Officer, IBM Global Technology Services. In June 2021, Ms. Brink was appointed to the Board of Directors and Compensation Committee and as chair of the Nominating & Corporate Governance Committee of indie Semiconductor, a publicly traded provider of semiconductor systems solutions for the automotive industry. Ms. Brink attended Stony Brook University, where she received a B.S. in computer science. She received her M.B.A. from Fordham University. Ms. Brink is a member of the Dean’s Council in the College of Engineering & Applied Sciences at Stony Brook University. |
2022 Proxy Statement | Page 5 |
JUDY L. BROWN, 53 |
Director Since: 2008 Board Committees: Audit, Finance (Chair) In recruiting Ms. Brown, the Board sought a member with broad international perspective to pursue its global strategic goals and for her experience as a Chief Financial Officer of a public company. As an employee of Ernst & Young for more than nine years in the U.S. and Germany, Ms. Brown provided audit and advisory services to U.S. and European multinational public and private companies. She served in various financial and accounting roles for six years in the U.S. and Italy with Whirlpool Corporation, a leading manufacturer and marketer of appliances. In 2004, she was appointed Vice President and Controller of Perrigo Company, a global healthcare supplier of over-the-counter pharmaceutical products. She was promoted to Executive Vice President and Chief Financial Officer of Perrigo in 2006 and oversaw Finance, Information Technology and Corporate Affairs until her departure from Perrigo Company in February 2017. In April 2017, Ms. Brown was appointed Senior Vice President Global Business Solutions & Finance of Amgen Corporation, a global leader in biotechnology. There, Ms. Brown oversaw the company's Global Business Solutions, Internal Audit, Tax and Treasury organizations. In 2018, Ms. Brown was promoted to the executive staff as Senior Vice President, Corporate Affairs, leading Amgen's strategic communications, philanthropy advocacy relations and ESG (Environmental, Societal and Governance) management. Additionally she serves as the site head for Amgen's corporate headquarters in Thousand Oaks, California. She received a B.S. degree in Accounting from the University of Illinois; an M.B.A. from the University of Chicago; and attended the Aresty Institute of Executive Education of the Wharton School of the University of Pennsylvania. Ms. Brown also is a Certified Public Accountant. |
NANCY CALDERON, 63 |
Director Since: 2020 Board Committees: Audit The Board recruited Ms. Calderon for her deep executive management and audit experience. Ms. Calderon retired from KPMG LLP in September 2019 after a distinguished 33-year career. Most recently, Ms. Calderon served as KPMG's Global Lead Partner for a Fortune 50 Technology company since July 2012, senior partner of KPMG's Board Leadership Center since its inception in 2015, and as a director of KPMG's Global Delivery Center in India and its related holding companies since September 2011. Previously, she was KPMG's Americas Chief Administrative Officer and U.S. National Partner in Charge, Operations, from July 2008 to June 2012. Ms. Calderon sat on a number of KPMG committees, including the Americas Region Management Committee, Enterprise Risk Management, Privacy, Pension Steering and Investment, Social Media, and Knowledge Management. Ms. Calderon is presently a director of Northern Technologies International Corp., where she chairs the Audit Committee, and Arcimoto, where she chairs the Audit Committee and serves on the Nominating & Corporate Governance Committee. Ms. Calderon attended the University of California at Berkeley and received a B.S. degree in accounting, and Golden Gate University where she received an M.S. degree in Taxation. |
Page 6 | 2022 Proxy Statement |
JONATHAN C. KLEIN, 63 |
Director Since: 2015 Board Committees: Compensation, Nominating and Corporate Governance The Board recruited Mr. Klein for his extensive experience within the broadcast industry, more specifically his experience with programming, production, and over-the-top distribution models. Since 2012, Mr. Klein has served as the CEO and Co-Founder and currently Co-Chairman of TAPP Media, an over-the-top subscription video platform which operates paid channels built around personalities. From 2018 to 2019, Mr. Klein served as the President of Vilynx Inc., an artificial intelligence company focused exclusively on media. From 2004 to 2010, he served as President of CNN, leading the U.S. network to its highest ratings and profitability. Previously he had been the Founder and CEO of the FeedRoom, a pioneering online video aggregation site, developing new online advertising concepts which have become industry standards today. From 1996 to 1998 he served as Executive Vice President of CBS News, overseeing prime time programming and strategic planning for in-house studio productions. In March 2021, Mr. Klein was appointed to the Board of Directors of Clearview Media Acquisition Corp. Mr. Klein attended Brown University where he received a B.A. degree in history. |
Gregory J. McCray, 59 |
Director Since: 2022 Board Committees: Finance, Nominating and Corporate Governance The Board recruited Mr. McCray for his extensive experience within the communications technology industry, including his experience as a current CEO. Since 2018, Mr. McCray has served as the CEO FDH Infrastructure Services LLC, an engineering firm that monitors, inspects, designs and performs engineering and analysis services for cellular and broadcast towers and other infrastructure assets. From March 2017 to August 2017, Mr. McCray served as CEO of Alphabet’s Access/Google Fiber business unit. From 2013 to 2016, Mr. McCray served as CEO of Aero Communications, a provider of installation, services and support to the communications industry. From 2003 to 2012, Mr. McCray served as CEO of Antenova Limited, a developer of high dielectric antenna components and RF modules for use in smartphones, tablets and other wireless devices. He previously held managerial and engineering roles at Lucent Technologies, AT&T, Bell Laboratories, and IBM. Mr. McCray is presently a director of ADTRAN, where he sits on the Audit and Compensation Committees, and DigitalBridge, where he sits on the Compensation and Nominating & Corporate Governance Committees. Mr. McCray attended Iowa State University of Science and Technology where he received a B.S. degree in Computer Engineering, and Purdue University where he received an M.S. degree in Systems Engineering. In March 2022, he was inducted into the Iowa State University Engineering Hall of Fame. |
2022 Proxy Statement | Page 7 |
ROEL VESTJENS, 47 |
Director Since: 2020 President and Chief Executive Officer Mr. Vestjens was appointed President, Chief Executive Officer and member of the Board effective May 21, 2020. Mr. Vestjens joined Belden in 2006 as Director of Marketing for the EMEA region. Since then, he has held roles of increasing responsibility in sales and marketing, operations, and general management of Belden’s business units in North America, EMEA, and APAC. Most recently, he served as the Company’s Chief Operating Officer and Executive Vice President, Industrial Solutions from July 2019 until his appointment as President and CEO in May 2020, and Executive Vice President, Industrial Solutions and Broadcast IT Solutions from January 2017 to February 2018. Mr. Vestjens joined Belden from Royal Philips Electronics where he held various European sales and marketing positions. Mr. Vestjens holds a Bachelor of Science degree in Electrical Engineering and a Master of Science degree in Management from Nyenrode Business University in the Netherlands. |
Page 8 | 2022 Proxy Statement |
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) AT BELDEN
At Belden, we believe that we have a responsibility to make a positive, meaningful impact in the industries we serve, from the communities in which we operate, to all impacted by our business operations. Our ESG journey is guided by our shared values, and we are dedicated to continuously improving our impact through establishing visible and measurable progress.
Belden is committed to building a workforce centered on our values and promoting the well-being of people across our entire value chain—employees, customers, partners and suppliers. We believe in the potential of our workforce and the importance of providing career development for those who want to learn and grow with us and we celebrate diversity and embrace differences to broaden our perspectives and strengthen the work we do. Our focus is to foster a culture of teamwork that upholds diversity and inclusion, and we are dedicated to creating an environment of equity for the people that we employ.
Belden has earned a reputation for doing business in a responsible and ethical manner, preceding our reputation. We believe in doing things the right way, which is why we are committed to building a robust and impactful environmental, social, and governance (ESG) program.
2021 ESG HIGHLIGHTS:
ESG Oversight. In 2019, we established a formal ESG Steering Committee tasked with overseeing and implementing initiatives and the program throughout our business strategy and operations. The Steering Committee is composed of our SVP of Human Resources, SVP of Strategy, SVP of Legal and General Counsel, Senior Director of Corporate Safety and Environment, Director of Inclusive Culture, and other key senior leaders, and reports on ESG progress to the Senior Leadership Team and Nominating and Corporate Governance Committee of the Board of Directors.
Stakeholder Engagement. In 2021, we worked with a third-party expert to engage our stakeholders and conducted our first materiality assessment to identify our strategic priority issues.
ESG Strategy. Based on our findings from our materiality assessment, we formalized our ESG strategy and framework, organized by themes and priority topics identified in the materiality matrix. These imperatives are aligned with Belden’s business strategy.
Transparency. We launched a dedicated ESG webpage to communicate our ESG commitments and progress.
2022 Proxy Statement | Page 9 |
Goal Setting. We set 2025 goals for the following strategic priority issues: Climate Change & GHG Emissions, Energy Use and Management, Environmental Management, Raw Materials, Diversity, Equity, and Inclusion, Employee Wellbeing & Engagement, Employee Growth & Development, Supply Chain Labor Standards, Ethical Business Practices, and Data Privacy & Security.
Climate Change. In partnership with a third-party expert, we validated our 2019 and 2020 corporate emissions and established our 2019 baseline for greenhouse gas emissions to assess our carbon footprint. Additionally, we set carbon reduction goals for 2025.
SELECTED 2025 GOALS:
Environment:
Reduce global scope 1 and scope 2 total combined emissions by 25% (FY19 baseline).*
Achieve at least 90% of waste diverted from landfill for manufacturing and distribution locations.
Increase the use of renewable or recyclable materials in packaging by 20% (2021 as base year).
*for locations greater than 15,000 ft2
Social:
• | As a first step towards our vision of a diverse, equitable and inclusive workplace, we will deliver unconscious bias training to 100% of the Belden team worldwide. |
60% of global team members will participate in company wellness programs.
Global team members will be encouraged to participate in an average of 16 hours per year of community related activities.
75% of Belden’s top 150 positions will have been filled with talent that has been developed from within our company.
Over 200 professionals will have graduated from our Early Career Leadership Program and our Intern Program.
• | >85% of team members will agree that they have the opportunity for development and growth at Belden. |
Assess the responsible sourcing risks in Belden’s supply chain, conduct audits of most at-risk tier 1 direct suppliers, and engage 100% of conflict minerals suppliers.
Governance:
Achieve understanding of the Code of Conduct (CoC) from 100% of global non-production team members.
Be recognized as one of the most ethical global companies.
For further details on our ESG progress, please visit https://www.belden.com/resources/sustainability.
Page 10 | 2022 Proxy Statement |
Membership: George Minnich (Chair), Steve Berglund, Judy Brown and Nancy Calderon
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 financial reporting practices by, among other items:
selecting and reviewing the independent registered public accounting firm who will audit the Company’s financial statements;
meeting with its financial management and independent registered public accounting firm to review the financial statements, quarterly earnings releases and financial data of the Company;
reviewing the selection of the internal auditors who provide internal audit services;
reviewing the scope, procedures and results of the Company’s financial audits, internal audit procedures, and internal controls assessments and procedures under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”);
providing oversight responsibility for the process the Company uses in performing its periodic enterprise risk analysis;
providing oversight to the Company’s compliance and ethics programs and complaint reporting mechanisms; and
evaluating the Company’s key financial and accounting personnel.
At its February 2022 meeting, the Board determined that each of Mses. Brown and Calderon and Mr. Minnich qualifies as an Audit Committee Financial Expert as defined in the applicable SEC rules. As previously described, each member of the Audit Committee is independent.
Following its May 2022 meeting, Ms. Calderon will succeed Mr. Minnich as Chair of the Audit Committee.
Membership: Lance Balk (Chair), David Aldrich and Jon Klein
The Compensation Committee determines, approves and reports to the Board on compensation for the Company’s elected officers and oversees senior management succession planning. The Committee reviews the design, funding and competitiveness of the Company’s cash, equity-based and 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 and is composed only of independent directors.
Membership: Judy Brown (Chair), Lance Balk, Bryan Cressey and Greg McCray
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, dividend policy and share repurchase programs. The Committee is governed by a written charter approved by the Board and is composed only of independent directors.
Nominating and Corporate Governance Committee
Membership: Diane Brink (Chair), Bryan Cressey, Jon Klein and Greg McCray
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); and evaluates the composition, organization and governance of the Board and its committees. 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” on page 50.
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 principles and its code of conduct, which applies to all Company employees, officers and directors. The Committee also provides primary oversight for the Company’s ESG strategy. The Committee is governed by a written charter approved by the Board and is composed only of independent directors.
2022 Proxy Statement | Page 11 |
Membership: Diane Brink (Chair), Steve Berglund and Jon Klein
The Cybersecurity subcommittee provides oversight of the Company’s cybersecurity posture. The subcommittee consists of three independent directors and reports up through the Audit Committee. The subcommittee receives regular reports from the Company’s Chief Information Officer and Director of Cybersecurity and meets no less frequently than quarterly. Management provides a report on cybersecurity to the full Board no less frequently than annually. The subcommittee receives regular updates from management regarding the Company’s information security training program as well as the annual third-party assessment of the Company’s cyber-security processes.
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 conduct, are available on the Company’s website at http://investor.belden.com/investor-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, 15th Floor, Saint 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 party 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 2021.
None of our executive officers served during 2021 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.
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 (David Aldrich, 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, 15th Floor, 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 at http://investor.belden.com/investor-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.), the Internet address for our web-based hotline portal 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, the Corporate Secretary, 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 supporting information.
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 that was then a director attended the Company’s 2021 virtual annual meeting.
Board Leadership Structure and Role in Risk Oversight
Following John Stroup’s retirement in May 2021, the Company again separated the Chief Executive Officer and Board Chair positions. Mr. Aldrich, who is independent of management and the Company, provides strong leadership experience, strategic vision, and understanding of the risks associated with our business. Mr. Vestjens, President and CEO of the Company, provides strategic planning
Page 12 | 2022 Proxy Statement |
expertise, general management experience, and in-depth knowledge of the Company, and 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 periodic enterprise risk management 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).
Non-Employee 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 $425,000). 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 value of unvested RSUs are included in making this determination at the higher of their grant date value or current market value. As of the record date for the annual meeting, each non-employee director other than Mr. McCray meets the full-period holding requirement.
2022 Proxy Statement | Page 13 |
The following table reflects the director annual compensation structure as of December 31, 2021 and as of January 1, 2022:
Description |
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Cash Components |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Retainer |
|
| 78,000 |
|
|
|
| 85,000 |
|
|
| All except Vestjens |
Audit Committee Chair |
|
| 19,800 |
|
|
|
| 20,000 |
|
|
| Minnich (1) |
Other Committee Chair |
|
| 6,800 |
|
|
|
| 10,000 |
|
|
| Balk, Brink(2) and Brown |
Audit Committee Service |
|
| 6,800 |
|
|
|
| 10,000 |
|
|
| Berglund, Brown and Calderon |
Multiple Committee Service |
|
| 6,800 |
|
|
|
| — |
|
|
| All except Cressey, Minnich and Vestjens |
Compensation Committee Service |
|
| — |
|
|
|
| 5,000 |
|
|
| Aldrich and Klein |
Cybersecurity Committee Service |
|
| — |
|
|
|
| 5,000 |
|
|
| Berglund and Klein |
Finance Committee Service |
|
|
|
|
|
|
| 5,000 |
|
|
| Balk, Cressey and McCray |
Nominating and Corporate Governance Committee Service |
|
| — |
|
|
|
| 5,000 |
|
|
| Cressey, Klein and McCray |
Board Chair |
|
| 50,000 |
|
|
|
| 50,000 |
|
|
| Aldrich |
Equity Components |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Unit Grant |
|
| 144,500 |
|
|
|
| 145,000 |
|
|
| All except Vestjens |
Additional Grant for Board Chair |
|
| 50,000 |
|
|
|
| 50,000 |
|
|
| Aldrich |
(1) | Following the May 2022 meeting of the Board of Directors, Ms. Calderon will succeed Mr. Minnich as Audit Committee Chair. |
(2) | Ms. Brink receives a Committee Chair payment for her service as chair of both the Cybersecurity Committee and the Nominating and Corporate Governance Committee |
The following table provides information on non-employee director compensation for 2021.
Director |
|
| Fees Earned or Paid in Cash(1) ($) |
|
|
| Stock Awards(2) ($) |
|
|
| Option Awards ($) |
|
|
| All Other Compensation(3) ($) |
|
|
| Total ($) |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Aldrich |
|
|
| 120,833 |
|
|
|
| 308,082 |
|
|
|
| — |
|
|
|
| 1,195 |
|
|
|
| 430,110 |
|
Lance C. Balk |
|
|
| 91,600 |
|
|
|
| 260,745 |
|
|
|
| — |
|
|
|
| 17,182 |
|
|
|
| 369,527 |
|
Steven W. Berglund |
|
|
| 88,767 |
|
|
|
| 259,570 |
|
|
|
| — |
|
|
|
| 1,007 |
|
|
|
| 349,344 |
|
Diane D. Brink |
|
|
| 85,993 |
|
|
|
| 258,396 |
|
|
|
| — |
|
|
|
| 1,002 |
|
|
|
| 345,391 |
|
Judy L. Brown |
|
|
| 95,567 |
|
|
|
| 260,745 |
|
|
|
| — |
|
|
|
| 1,011 |
|
|
|
| 357,323 |
|
Nancy Calderon |
|
|
| 84,800 |
|
|
|
| 55,750 |
|
|
|
| — |
|
|
|
| 1,000 |
|
|
|
| 141,550 |
|
Bryan C. Cressey |
|
|
| 87,663 |
|
|
|
| 260,745 |
|
|
|
| — |
|
|
|
| 1,011 |
|
|
|
| 349,419 |
|
Jonathan Klein |
|
|
| 84,800 |
|
|
|
| 259,570 |
|
|
|
| — |
|
|
|
| 1,007 |
|
|
|
| 345,377 |
|
George Minnich |
|
|
| 97,800 |
|
|
|
| 161,164 |
|
|
|
| — |
|
|
|
| 822 |
|
|
|
| 259,786 |
|
(1) | Amount of cash retainer and committee fees. |
(2) | As required by the instructions for completing this column “Stock Awards,” amounts shown are the grant date fair value of stock awards granted during 2021. The assumptions used in calculating these amounts are described in Note 21: Share-Based Compensation, to the Company’s audited financial statements included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2021. Each independent director other than Mr. Aldrich and Mr. Minnich received 2,810 RSUs on May 26, 2021 that vest in one year. On the same date, Mr. Aldrich received 3,782 RSUs that vest in one year and Mr. Minnich received 2,810 restricted shares. |
(3) | Amount of interest earned on deferred director fees and dividends paid on vested stock awards. |
Page 14 | 2022 Proxy Statement |
ITEM I – ELECTION OF DIRECTORS
The Company currently has eleven directors – Mses. Brink, Brown and Calderon and Messrs. Aldrich, Balk, Berglund, Cressey, Klein, McCray, Minnich and Vestjens. The term of each director will expire at this annual meeting and the Board proposes that each of Mses. Brink, Brown and Calderon and Messrs. Aldrich, Balk, Berglund, Klein, McCray and Vestjens 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. |
2022 Proxy Statement | Page 15 |
PUBLIC ACCOUNTING FIRM INFORMATION
ITEM II – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022
It is anticipated that Ernst & Young LLP (“EY”) will be selected as our independent registered public accounting firm for the year ending December 31, 2022, and the Board of Directors has directed that management submit the anticipated appointment for ratification by the stockholders at the annual meeting. EY 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 he or she desires, and will be available to respond to appropriate questions.
We are not required to obtain stockholder ratification of the appointment of EY 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 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 2021 and 2020
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 2021 and 2020 as well as other permissible tax services.
|
|
| 2021 |
|
|
| 2020 |
| ||
|
|
|
|
|
|
|
|
|
|
|
Audit Fees |
|
| $ | 2,520,700 |
|
|
| $ | 2,626,000 |
|
Tax Fees |
|
| $ | 64,076 |
|
|
| $ | 48,501 |
|
Total EY fees |
|
| $ | 2,584,776 |
|
|
| $ | 2,674,501 |
|
“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, reviews of SEC Forms 10‑Q, Form 10‑K and the proxy statement, statutory audit requirements at certain non-U.S. locations, and comfort letter procedures related to debt issuances.
“Tax fees” for 2021 and 2020 are for domestic and international compliance totaling $24,327 and $45,441, respectively, and tax planning totaling $39,749 and $3,060, 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 2021, the Committee reviewed and pre-approved the audit services and estimated fees for the year. Throughout the year, the Committee received project updates and approved or ratified amounts that significantly exceeded the original 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.
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.
For both recurring and non-recurring services, the projected fees are updated quarterly and the Committee 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.
Page 16 | 2022 Proxy Statement |
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 2021, 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, 2021 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 2021); (ii) has discussed with EY the matters required to be discussed by the applicable requirements of the PCAOB and SEC; 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 its 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, tax fees, and other fees the Company paid EY for services performed in 2021 and 2020.) The Committee has concluded that EY’s provision of non-audit services to the Company and its subsidiaries is compatible with its 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,10‑K for 2021.
Audit Committee | |
George E. Minnich (Chair) | |
Steven Berglund | |
Judy L. Brown | |
Nancy Calderon |
THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR 2022. |
2022 Proxy Statement | Page 17 |
Compensation Discussion and Analysis
Note: Throughout this section, the Company utilizes adjusted results and other non-GAAP measures to describe Company performance. For a reconciliation of each non-GAAP measure to its most closely comparable GAAP measure, please see the Form 8‑K filed with the SEC by the Company on February 9, 2022.
A NOTE FROM THE BELDEN COMPENSATION COMMITTEE
Valued Belden Stockholders:
The Committee would like to thank Belden’s stockholders for another year of loyal support in 2021. For the tenth consecutive year, our Say-on-Pay proposal was supported by over 94% of the voted shares. This level of support is availablecommensurate with what we believe to be a stockholder-friendly compensation design. We have enhanced our shareholder engagement efforts over the past three years in order to better understand the individual points of view of our top holders, including offering meetings with our Board Chairman. We believe that all of our stockholders benefit from this continuous dialogue.
2021 was an important year for Belden in many ways. The Company made material progress on the same website as this Proxy Statement. If you were mailed this Proxy Statement,execution of important strategic measures designed to make the Annual Report was includedCompany stronger well into the future, made significant progress on its organic growth strategies and successfully managed inflationary pressures and supply chain challenges. As a result of these items and the actions expected to be taken in 2022, the Company is well-positioned for success in the package. future and well-positioned to make investments in its future, both organic and inorganic, while reducing leverage.
The Form 10-K includesCompany achieved outstanding financial performance in 2021, exceeding its budgetary expectations and 2019 pre-COVID-19 performance levels. 2021 also represented a return to more traditional compensation practices, as the Company’s audited financial statementsSalary Replacement Program launched in 2020 in the early stages of the COVID-19 pandemic expired at the end of 2020, salaries were restored to their prior levels and notesthe program was discontinued as of January 1, 2021. As the Compensation Committee, it is our duty to ensure that the Belden compensation program is appropriately designed to reward excellent performance, but to hold management accountable for suboptimal performance as well. We believe the program is functioning properly in this regard. The Company performed exceptionally well in 2021 and exceeded the expectations for the entire year ended December 31, 2015,as they were originally communicated to our investors and other stakeholders. As a result, annual cash incentive payouts are higher than target amounts and performance stock units granted to executives and other senior managers in 2019 will convert into shares of Belden common stock for the related Management’s Discussionfirst time in several years.
Discipline on our executive compensation is what our stockholders expect and Analysisdeserve. We believe that after reviewing the materials that follow, you will continue to agree that we are performing our duty of Financial Conditionaligning pay with performance and Resultsaligning the interests of Operations.our executives with those of our stockholders. Therefore, we request your support for Belden’s 2022 Say-on-Pay proposal. If at any time you would like to discuss the compensation program, we are available to address your questions. Thank you for your consideration.
By Authorization of the Board of Directors,The Belden Inc. Compensation Committee
LANCE BALK, CHAIR | DAVID ALDRICH | JONATHAN KLEIN |
Page 18 | 2022 Proxy Statement |
In this section, we discuss our compensation program as it pertains to the individual who acted as our chief executive officer during the year, the two individuals who acted as our chief financial officer during 2021, and our three other most highly compensated executive officers who were serving at the end of 2021. We refer to these six persons throughout as the “named executive officers” or our “NEOs”.
For 2021, our named executive officers were:
Roel Vestjens | President and Chief Executive Officer |
Jeremy Parks | Senior Vice President, Finance, and Chief Financial Officer |
Henk Derksen | Former Senior Vice President, Finance, and Chief Financial Officer |
Brian Anderson | Senior Vice Corporate Secretary |
|
|
Anshuman Mehrotra | Senior Vice President, Sales and Marketing |
As previously disclosed, Mr. Derksen’s employment with Belden was terminated effective March 12, 2021. Jeremy Parks succeeded Mr. Derksen as Senior Vice President, Finance, and Chief Financial Officer following the filing of Belden’s 2021 Annual Report on Form 10-K on February 16, 2021.
As noted by our Compensation Committee above, 2021 was a successful year in a number of ways. The business as a whole experienced exceptional performance to expectations during 2021. Some of the financial highlights of the consolidated business, included the following (see the Company’s Form 8-K filed on February 9, 2022 for a reconciliation of GAAP financial measures to non-GAAP measures):
Adjusted EBITDA of $375.5 million;
Adjusted EPS of $4.78; and
Free cash flow of $211.3 million.
The Company’s 2021 overall financial results and the individual performance of our NEOs are discussed under Annual Cash Incentive Plan Awards beginning on page 23.
Our compensation program design takes into account several stockholder friendly features, including:
Performance stock unit awards granted under the long term incentive plan (“LTIP”) with the following features:
Performance measurement period of three years.
Two factor performance metrics.
Use of a relative measure (total stockholder return relative to the S&P 1500 Industrials Index).
No provision for any accrued dividend equivalents.
Rigorous goals for the realization of target ACIP and LTIP compensation set against objective measures.
Perquisite-light compensation structure with no change-in-control-related excise tax gross-ups.
Replacement of employment contracts with a uniform executive severance plan.
Double trigger change-in-control provisions for severance and for accelerated vesting in equity awards.
No history of option repricing or cash buyouts of underwater options.
Equity plans do not have evergreen share authorizations and do not allow for aggressive share recycling.
Robust director and officer ownership guidelines, including six times annual base salary for the Chief Executive Officer.
No guaranteed ACIP or LTIP awards for officers. Both plans also contain award caps. The Chief Executive Officer’s maximum ACIP payout is capped at 200% of target.
2022 Proxy Statement | Page 19 | |
For the tenth consecutive year, our executive compensation program was endorsed by a vast majority of our stockholders. With over 92% of our shares voting on the issue, we received 96.24% of voted shares in favor of the proposal, with only 3.72% opposing and 0.03% 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, and the view of our Compensation Committee that the program is performing properly, we did not make any changes to the existing structure of the program, other than:
to reinstate single Annual Cash Incentive Program targets for the entire year as had been our historic practice prior to 2020, and as further described in Annual Cash Incentive Plan Awards; and
to discontinue the Salary Replacement Program implemented in 2020 in response to fiscal uncertainty created by the COVID-19 pandemic.
IV. Compensation Objectives and Elements
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 2021 included net income from continuing operations, EBITDA, revenue, operating working capital turns and inventory turns. The overarching principles of the program are:
Maximizing stockholder value by allocating a significant percentage of compensation to performance-based pay that is dependent upon achievement of the Company’s performance goals, without encouraging excessive or unnecessary risk taking;
Aligning executives’ interests with stockholder interests by providing significant stock-based compensation and expecting executives to have a long-term perspective by holding the stock they earn in compliance with our ownership guidelines;
Attracting and retaining talented executives by providing competitive compensation opportunities; and
Rewarding overall corporate results while recognizing individual contributions and behaviors consistent with our values.
|
VOTINGPage 20
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: 2022 Proxy Statement
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 vary 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.
Additionally, the Company provides competitive retirement and benefit programs to our NEOs on the same basis as other employees and limited perquisites as described under Compensation 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. The principles of the program are as follows:
We believe that providing the highest reward to those who deliver the highest levels of performance creates an environment where everyone is motivated to continually improve and strive for their best;
We set objective performance measures and hold ourselves accountable for delivery of the results and our own performance;
We believe that performance is both what you do and how you do it, so we measure specific delivery of results and how effectively we have lived our values in the current calendar year;
We use our annual performance and compensation review process to assess performance in the year and allocate greater reward to those who deliver the highest performance relative to other members of a particular team; and
We provide honest and timely feedback to each other on performance and opportunities to continuously improve, so that everyone has the opportunity to be the very best at what they do.
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 contributes to our industry-leading employee engagement while aligning the interests of our managers closely with those of our customers and investors.
2022 Proxy Statement | Page 21 | |||||
| ||||||
|
PROXY STATEMENT FOR THE
2016 ANNUAL MEETING OF STOCKHOLDERS OF
BELDEN INC.
To be held on Thursday, May 26, 2016
Role of Compensation Consultant
Following an analysis based on rules promulgated by the NYSE, the Compensation Committee retained Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant during 2021. Meridian reported directly to the Committee. The Committee generally relies on the independent compensation consultant 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 2021, Meridian provided advice to the Compensation Committee and management in connection with the composition of peer companies we use for benchmarking purposes and the design of our annual cash incentive and long-term incentive programs.
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 the independent compensation consultant, which compares our executive compensation to both the companies in the comparator group described below and to broader market survey data. The Compensation 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 Compensation 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 2021 were as follows:
A.O. Smith Corporation | CommScope Holding Company, Inc. | Regal Beloit Corporation(1) |
Acuity Brands, Inc. | Curtiss-Wright Corporation | Rexnord Corporation(2) |
Amphenol Corporation | Hexcel Corporation | Roper Technologies, Inc. |
Anixter International Inc. | Hubbell Incorporated | Viavi Solutions, Inc. |
Carlisle Companies Incorporated | IDEX Corporation | Wesco International, Inc. |
(1) Now known as Regal Rexnord Corporation.
(2) Now known as Zurn Water Solutions Corporation.
The Compensation Committee considers the comparator group competitive pay analysis and survey data as relevant, but non-determinative data points in making its pay decisions. The approach to pay decisions is not formulaic and the Committee, based on advice from the compensation consultant, exercises judgment in making them.
Each year, the Compensation 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 February 2022, the Compensation Committee concluded that the total direct compensation of executive officers, with respect to compensation levels, as well as structure, are consistent with our compensation design and objectives.
Salaries of executive officers are ordinarily 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 against objective performance measures, the competitive market, the individual’s experience and internal equity. For executives who earn a composite individual performance score of 0.91 or more, base salaries may be adjusted using a merit salary increase matrix, discussed below. An executive who scores less than 0.91 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 by the Committee and, if appropriate, revised to reflect the competitive market, based on the salary survey data noted above. The executive’s salary is classified based on three categories: below market, market and above market. Company-wide, the ranking system, which assigns personal performance factors ranging from 0.5 to 1.5, is designed to take the form of a normal distribution.
Page 22 | 2022 Proxy Statement |
2021 Merit Increase Guidelines for Named Executive Officers
Personal Performance Factor | |||||||||||||
Current | |||||||||||||
Salary as a % of | |||||||||||||
Current Salary | Midpoint | 0.50–0.90 | 0.91–1.10 | 1.11–1.50 | |||||||||
Above Market | Above 105% | 0% | 0%-2% | 2%-5% | |||||||||
Market | 95%-105% | 0% | 0%-3% | 4%-8% | |||||||||
Below Market | Below 95% | 0% | 3%-5% | 6%-10% |
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 market data noted above.
For example, an executive with an overall ranking of “1.25” who is “above market” will receive a lower salary increase than an executive with a ranking of “1.25” who is “below market”.
The named executive officers’ salaries as of December 31, 2021, other than Mr. Derksen who was no longer employed by the Company, are provided in the following table.
Name |
| Annual Base Salary at December 31, 2021 |
| |
|
|
|
|
|
Mr. Vestjens |
| $ | 787,500 |
|
Mr. Parks |
| $ | 490,000 |
|
Mr. Anderson |
| $ | 440,000 |
|
Mr. Chand |
| $ | 501,380 |
|
Mr. Mehrotra |
| $ | 400,000 |
|
B. Annual Cash Incentive Plan Awards
Executive officers participate in our annual cash incentive plan. Overall, we had 1,730 employees participate in the plan’s 2021 performance offering. Under the plan, participants earn cash awards based on the achievement of Company and individual performance goals. For 2021, the amount paid under the plan to all participants was approximately $37.573 million or approximately 10.86% of adjusted net income before ACIP expense. This compares to approximately 9.2%, 3.9%, 3.4%, and 3.7%, in 2020, 2019, 2018, and 2017, respectively, as shown below:
(Dollar amounts in thousands) |
| 2021 |
|
|
| 2020 |
|
|
| 2019 |
|
|
| 2018 |
|
|
| 2017 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income from Continuing Operations |
| $ | 216,942 |
|
|
| $ | 123,536 |
|
|
| $ | 209,974 |
|
|
| $ | 289,645 |
|
|
| $ | 265,019 |
|
Tax effected ACIP Expense (assuming 30% rate) (a) |
| $ | 26,427 |
|
|
| $ | 12,538 |
|
|
| $ | 8,562 |
|
|
| $ | 10,128 |
|
|
| $ | 10,145 |
|
Adjusted Net Income Before ACIP Expense (b) |
| $ | 243,369 |
|
|
| $ | 136,074 |
|
|
| $ | 218,536 |
|
|
| $ | 299,773 |
|
|
| $ | 275,164 |
|
Reflected as a percentage (a divided by b) |
|
| 10.86 | % |
|
|
| 9.21 | % |
|
|
| 3.92 | % |
|
|
| 3.38 | % |
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Form 8-K in which adjusted net income is reconciled to GAAP net income |
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2022 Proxy Statement | Page 23 | |||
A participant’s award (other than Mr. Vestjens) 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 the Chief Executive Officer’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 the Chief Executive Officer’s ACIP award. The Committee desired to avoid any perception that the PPF was simply serving as a second multiplier to the CEO’s award. Given his direct reporting relationship to the Board, the Committee is comfortable that Mr. Vestjens is fully accountable without the need of the additional lever to adjust his ACIP award downward or upward.
Target Percentages
For 2021, each NEO’s ACIP Target Percentages were as follows: Mr. Vestjens–130%, Messrs. Chand and Derksen–75%, Messrs. Anderson, Parks, and Mehrotra–70%. Mr. Derksen departed the Company during the first quarter of 2021 but was awarded an ACIP payment pro rated to his time with the Company in 2021.
Page 24 | 2022 Proxy Statement | ||||
Financial Factors
Performance targets for calculating the Financial Factors were based on net income from continuing operations, revenue, EBITDA, operating working capital turns and inventory turns. In addition, as discussed further below, the performance stock units (“PSUs”) had performance targets based on relative total stockholder return and free cash flow. As illustrated below, in order to ensure that we are rewarding performance that drives stockholder value, ACIP financial factors and long term equity incentive plan performance targets 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 believe that income from continuing operations and EBITDA are the financial metrics most clearly aligned with the enhancement of stockholder value. Therefore, they are weighted heavily in our consolidated and platform targets. Additionally, revenue growth has been highlighted by our stockholders as a key component of value creation. Consistent with our Lean manufacturing philosophy, continuous improvement in inventory and working capital turnover remains a 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. 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 2021, threshold, target and maximum levels for the performance factors that make up the Financial Factors were set to challenge management to achieve upper quartile performance, including with respect to consolidated revenue, consolidated net income, and consolidated EBITDA.
Officers with company-wide responsibilities (Messrs. Vestjens, Parks, Derksen, Anderson and Mehrotra) were measured using consolidated performance. Mr. Chand, as Executive Vice President of Industrial Automation, was compensated based on the performance of the Industrial Automation segment. The applicable factors and weighting percentages are set at the beginning of each performance period as depicted below and illustrated in further detail on Appendix I.
Messrs. Vestjens, Parks, Derksen, Anderson and Mehrotra
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Consolidated Revenue | 25% | |||||||
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Consolidated Net Income from Continuing Operations | 25% | |||||||
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2022 Proxy Statement | Page 25 |
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 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:
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Factor | Weight | ||||
The Belden Board has ten members and four standing committees: Audit, Compensation, Finance and Nominating and Corporate Governance. The Board had five meetings during 2015; one of which was 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. Kalnasy will not stand for reappointment to the Board and will retire from the Board in May 2016. The Board and the Company thank Mr. Kalnasy for his distinguished service to Belden over the last three decades.
Name of Director | Audit | Compensation | Finance | Nominating and Corporate Governance | ||||
David Aldrich(1) | Chair | |||||||
Lance C. Balk(2) | Member | Chair | ||||||
Steven W. Berglund | Member | |||||||
Judy L. Brown | Member | Member | ||||||
Bryan C. Cressey(3) | Member | Member | ||||||
Glenn Kalnasy | Member | |||||||
Jonathan Klein(4) | Member | |||||||
George Minnich | Chair | |||||||
John M. Monter | Member | Chair | ||||||
John Stroup | ||||||||
Meetings held in 2015 | 11 | 4 | 5 | 4 |
Industrial Automation EBITDA | ||
At its regular meeting in 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
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Industrial Automation Revenue | 25% | ||||||
Industrial Automation Inventory Turns | 25% |
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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. The Compensation Committee and the Audit Committee meet jointly to analyze and approve the adjustments recommended by management. The Committees agree that it was appropriate to adjust the financial performance targets 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 benefitting from favorable one-time adjustments or unbudgeted events (such as acquisitions).
For each individual financial performance factor, threshold, target and maximum amounts are set by the Compensation Committee. Actual performance at the threshold level is reflected with a Financial Factor score of 0.5, 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 a Financial Factor score of 2.0. Performance between the threshold and target and 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 consolidated net income/segment EBITDA component would result in an overall Financial Factor of 0. Because Financial Factors are capped at 2.0 and because, as described below, he does not have a Personal Performance Factor, Mr. Vestjens ACIP payout cannot mathematically be higher than 200% of his target payout.
The performance factor definitions, thresholds, targets and actual results, as well as the applicable weighting and calculations for each NEO are contained in Appendix I, which is incorporated herein by this reference. The applicable 2021 Financial Factors for the NEOs are as follows:
Named Executive Officer | Financial Factor |
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Mr. Vestjens
1.95 |
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Mr. Derksen | 1.95 | ||||||
Mr. Anderson | 1.95 | ||||||
Mr. Chand | 1.73 | ||||||
Mr. Mehrotra | 1.95 |
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Personal Performance Factor
In addition to the Financial Factor, the ACIP payout for each named executive officer, other than Mr. Vestjens, is modified based on a Personal Performance Factor (“PPF”). As discussed above, the Committee feels that the consolidated Financial Factor is the best reflection of Messrs. Stroup’s and Vestjens’ personal performances and, thus, they do not have a separate PPF. The other NEO’s objectives are agreed upon between the NEO and Mr. Vestjens. At the end of the year, the parties measure progress relative to the objectives, as well as an assessment of how effectively the individual has lived the Company’s values during the year. Mr. Vestjens scores each NEO’s PPF on a scale of 0.50 to 1.50.
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. Vestjens. The values scoring is, by definition, subjective based on the manager’s observations throughout the year, as well as feedback collected from others inside and outside of the organization.
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Page 26 | 2022 Proxy Statement |
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. Parks, as the CFO, had objectives in the areas of talent management, information technology and investor relations performance, but also focused other objectives on areas specific to the finance function, e.g., accounting, tax and capital structure. As global functional leads Messrs. Anderson and Mehrotra had objectives that connected them to the corporate priorities of stockholder value enhancement, sales growth, and customer satisfaction with an increased emphasis on environmental, social and governance concerns. As an Executive Vice President of Belden’s Industrial Automation business, the objectives of Mr. Chand were supportive of goals of the Company’s industrial businesses. His objectives related to the areas of growth, both organic and inorganic, talent management and operational excellence through the continued institution of Lean enterprise principles.
The 2021 Personal Performance Factors for the NEOs as recommended by Mr. Vestjens and approved by the Committee ranged from 1.00 to 1.33.
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 awards were paid out following adoption of the Financial Factors and Personal Performance Factors by the Committee in February 2022.
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. With at least 75% of each executive officer’s LTI grant made up of SARs that have value only if Belden’s stock price increases and PSUs that only convert into Belden shares if certain performance metrics are achieved, the plan emphasizes our Pay-for-Performance. For 2021, executive officers received 50% of their LTI award (discussed below) under the plan in the form of PSUs, 25% in the form of SARs and 25% in the form of RSUs. Individual performance, the competitive market, executive experience and internal equity were factors used to determine the total dollar value of SARs, RSUs and PSUs granted to each executive officer in 2021, which we refer to as the “Long-Term Incentive Value”, or “LTI Value”. LTI Value Each executive is assigned a target LTI value (expressed as a % of base salary) based on the factors described above. We then use the following matrix to determine actual grant size as a % of target:
An officer did not receive an equity award in 2021 if his or her 2020 Personal Performance Factor was less than 0.85. Mr. Vestjens had an LTI Target of 400% of his base salary, Messrs. Chand and Parks each had a Target LTI percentage of 160% of their respective base salaries, Mr. Anderson had a Target LTI Percentage of 120% of his base salary, and Mr. Mehrotra had an LTI Target Percentage of 100% of his base salary. Mr. Derksen was not awarded LTI during 2021. To illustrate the LTI Value matrix, assume a base salary of $400,000 and a Target LTI percentage of 50%. The Target LTI Value is $200,000. Assuming the officer’s PPF is 1.0, he or she would receive equity valued between $140,000 and $240,000. If the same officer’s PPF is 1.20, he or she would receive equity valued between $200,000 and $380,000. The exact amount granted within the range for each individual is at the discretion of the individual’s immediate supervisor (the “LTI Award”).
As previously discussed, the NEOs received 50% of their LTI Award in the form of PSUs, 25% in the form of SARs and 25% in the form of RSUs. We use the Black-Scholes-Merton (“Black-Scholes”) option pricing formula to calculate SAR values. Instead of using the grant date stock 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 utilized to determine the number of PSUs granted. In summary, the LTI Award is allocated into the number of units resulting from the following formulas: PSUs = 50% of the LTI Award divided by the Average Belden Stock Price, rounded to the nearest unit. SARs = 25% of the LTI Award divided by the Black-Scholes value of a Belden SAR, rounded to the nearest unit. RSUs = 25% of the LTI Award divided by the Average Belden Stock Price, rounded to the nearest unit. Half of the PSUs granted in 2021 will be measured based on total stockholder return (TSR) relative to the S&P 1500 Industrials Index. The other half of the PSUs will be measured based on cumulative consolidated free cash flow, as adjusted for certain restructuring expenses in connection with acquisition integration and other changes to the Company. The PSU agreements state that following the three-year performance period, a conversion factor ranging from 0 to 2.0 will be applied to each award. The result of that formula, rounded to the nearest whole unit, is the gross number of Belden shares the officer will receive. The actual number of shares to be distributed will be net of any required withholding taxes. The PSUs granted in 2021 will be measured on the performance period from February 16, 2021 (the grant date) to December 31, 2023, in the case of the TSR-based PSUs, and January 1, 2021 to December 31, 2023, in the case of the free cash flow-based PSUs. The conversion and any resulting payout will occur in the first quarter of 2024. Conversion will be effected based on threshold, target and maximum levels. For the PSUs based on relative TSR, threshold performance results in a conversion factor of 0.25, target performance results in a conversion factor of 1.00 and maximum performance results in a conversion factor of 2.00. Performance between threshold and target and between target and maximum are interpolated on a linear basis. For the PSUs based on consolidated free cash flow, threshold performance results in a conversion factor of 0.50, target performance results in a conversion factor of 1.00 and maximum performance results in a conversion factor of 2.00. Performance between threshold and target and between target and maximum are interpolated on a linear basis. The SARs provide a material incentive for executives to increase the Company’s share price 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 three-year performance period, as PSUs will not convert to Belden shares if performance thresholds are not achieved. RSUs provide executives with an interest in the company designed to align the interest of the executives and stockholders, and they also serve as a retention tool because they cliff vest only after the passage of time, normally three years. At its February 2021 meeting, the Compensation Committee approved equity award grants in the form of 205,175 SARs, 216,156 PSUs and 84,160 RSUs to 214 employees. 2021 Equity Awards to NEOs
2019‑2021 PSU Grant The Company utilizes a three-year performance measurement period for its PSUs. The three-year performance measurement period for PSUs granted in 2019 ended on December 31, 2021. At its February 2022 meeting, the Compensation Committee certified a conversion ratio of 1.76 for the free cash flow PSUs granted in 2019, and a conversion ratio of 0.25 for the relative TSR PSUs granted in 2019, resulting in an aggregate performance factor of 1.01 and each NEO receiving 1.01 shares of Belden stock for each PSU in connection with this grant. The threshold, target, maximum and actual performance are shown below:
Free cash flow is defined as net cash provided by operating activities, adjusted for certain acquisition and divestiture transaction costs and capital expenditures, plus the proceeds from the disposal of tangible assets. The threshold, target and maximum levels for free cash flow were reset in 2020 in response to COVID-19. From time to time, the Compensation Committee has granted a special long-term incentive award comprised of 50% time-vested RSUs and 50% performance-based PSUs (the “Supplemental Incentive Plan”) to certain executive officers. Awards under the Supplemental Incentive Program consist of 50% time-vested RSUs and 50% performance-based PSUs. In each case, the time-vested RSUs will cliff-vest on the four-year anniversary of the grant date. The performance-based PSUs will be earned based on relative TSR performance compared to the S&P 1500 Industrials index from the grant date to the third anniversary of the grant date, with any earned awards subject to an additional one-year vesting period. The Compensation Committee has selectively granted this type of special stock award and generally confines equity grants to the regular compensation program for its executives. VI. Compensation Policies and Other Considerations Stock Ownership Guidelines To align their interests with those of the Company’s stockholders, the Company’s executive officers must hold stock with value of at least three times their annual base salary (six times in the case of Mr. Vestjens). Officers have five years from the date they are appointed as an officer or promoted 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 uses the higher of the current trading price or the acquisition price. As of March 29, 2022 (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 until the officer meets the applicable guideline. Tax and Accounting Considerations Section 162(m) of the Internal Revenue Code of 1986, as amended, precludes the Company from taking a federal income tax deduction for compensation paid in excess of $1 million to our “covered employees” (which included the CEO and our three other most highly-compensated executive officers, other than the Chief Financial Officer, for years prior to 2018 and now includes all NEOs, including the CFO). Prior to 2018, this limitation did not apply to “performance-based” compensation. While the Compensation Committee has generally attempted to maximize the tax deductibility of executive compensation, the Compensation Committee believes that the primary purpose of our compensation program is to support the Company’s business strategy and the long-term interests of our shareholders. Therefore, the Compensation Committee has maintained the flexibility to award compensation that may not be tax deductible if doing so furthers the objectives of our executive compensation program. Under the December 2017 U.S. tax reform, the exception to Section 162(m) for performance-based compensation was repealed for tax years beginning after December 31, 2017, subject to certain transition and grandfathering rules. Despite these new limits on the deductibility of performance-based compensation, the Compensation Committee continues to believe that a significant portion of our named executive officers’ compensation should be tied to the Company’s performance. Therefore, it is not anticipated that the changes to Section 162(m) will significantly impact the design of our compensation program going forward. Annual non-equity based incentive compensation and PSUs for our Named Executive Officers are unguaranteed, subject to maximum payout amounts based on the achievement of the performance objectives established by the Compensation Committee annually. These objectives are selected by the Compensation Committee from among the performance metrics in the annual incentive plan for non-equity
based compensation and the long term incentive plan for the PSUs. The Compensation Committee may exercise discretion to adjust the award based on an assessment of Company and individual performance. 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, the CEO and the 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 revisit its clawback policies once the proposed rules issued by the SEC implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) are finalized. Insider Trading; Hedging and Pledging of Company Stock Company 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 laws, executive officers and directors are encouraged to enter into pre-programmed trading plans under Securities 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. Such restrictions do not apply to non-executive officer employees. Equity Compensation Grant Practices The Compensation Committee approves all grants of equity compensation, including stock appreciation rights, performance stock units and restricted stock units, to executive officers of the Company, as defined in Section 16 of the Exchange Act. All elements of executive officer compensation are reviewed by the Compensation Committee annually at a first quarter meeting. Generally, the Company’s awards of stock appreciation rights, performance stock units and/or restricted stock units are made at that meeting, but may be made at other meetings of the Compensation Committee. The Compensation Committee meeting date, or the next business day if the meeting falls on a non-business day, is the grant date for stock appreciation rights and restricted stock unit awards. The Company may also make awards in connection with acquisitions or promotions, or for retention purposes. Under the Company’s equity plan, the Compensation Committee may delegate to the Company’s CEO the authority to grant stock options to any employees of the Company other than executive officers of the Company as that term is defined in Section 16 of the Exchange Act. The Compensation Committee has exercised this authority and delegated to the CEO the ability to make limited equity grants in connection with promotion, retention and acquisitions, which he uses strategically but infrequently. Awards made by the CEO are reported to the Compensation Committee on a periodic basis. Severance, Termination and Retirement Each of the Company’s executive officers are participants in the Belden 2020 Executive Severance Plan (the “Severance Plan”), which establishes a specified severance program that will govern the benefits, if any, offered to an executive officer following the conclusion of his or her employment by the Company. We believe that the Company’s Severance Plan is essential in attracting and retaining the desired executive talent in a competitive market. In addition, the Severance Plan benefits the Company by providing for the upfront agreement of each executive on certain important provisions, including post-termination covenants and an agreement to provide a full release of claims against the Company. Information regarding benefits under the Severance Plan is provided following this Compensation Discussion and Analysis under the heading Potential Payments upon Termination or Change of Control. Aircraft The Company owns and from time to time leases corporate aircraft to provide flexibility to executive officers and other associates to allow more efficient use of executive time for Company matters. The Nominating and Corporate Governance Committee reviews management’s use of corporate aircraft throughout the year to confirm that it is consistent with this philosophy and in full compliance with the regulations promulgated by the Federal Aviation Administration, the Internal Revenue Service and the Securities and Exchange Commission. Benefits and Perquisites The named executive officers receive retirement and health care benefits on a consistent basis with other Belden employees. As described in Pension Benefits and Nonqualified Deferred Compensation, excess defined benefit and defined contribution plans are offered
Page 30 2022 Proxy Statement |
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:
to eligible U.S. employees. In order to attract and retain talented officers, we have provided certain other compensation to our NEOs. It is our practice to not provide tax gross-ups for any perquisites provided to executive officers other than in extraordinary circumstances.
Report of the Compensation Committee
The Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis section of this proxy statement. Based on such review and discussion, the Compensation Committee recommended to the Board of Belden that the Compensation Discussion and Analysis be included in the proxy statement.
Compensation Committee | |
Lance Balk (Chair) | |
David Aldrich | |
Jonathan Klein |
We consider the variable, pay-for-performance components of our compensation programs to assess the level of risk-taking these elements may create. The variable components of our compensation programs offered to management (including our executives) are our annual cash incentive plan and long term incentive awards program. We believe the way we select and set performance goals and targets with multiple levels of performance; using gradually-sloped payout curves that do not provide large payouts for small incremental improvements; and confirming the achievement of performance before issuing the awards, all reduce the potential for management’s excessive risk-taking or poor judgment. Consistent with sound risk management, we limit the annual cash incentive award by capping the financial factor component at two times the target, as well as capping the awards themselves at the lesser of three times target or $5 million. The long-term incentive is limited through the use of a fixed percentage of the participant’s base salary. In addition, we require that executive officers adhere to stock ownership guidelines to promote a long-term focus and have adopted a compensation recovery policy in the event of fraudulent or intentional misconduct that leads to a restatement of our financial results.
We also consider our variable compensation programs offered to other associates. These are primarily incentive programs offered to sales and marketing associates. We believe the way we administer these programs reduces the potential of their causing a material adverse impact on the Company through excessive risk-taking. We have customer contract practices with respect to operating margins, customer creditworthiness, and channel management that are designed to reduce poor judgment in connection with entering into sales contracts having unreasonable terms. Sales targets are not designed to provide large payouts that are either based on small incremental improvement or overly aggressive goals that could induce excessive risk-taking by the salesperson. These programs are monitored throughout the performance period to ensure they are being properly administered. The results are subject to multiple levels of approval, including through the involvement of internal and external audit resources.
In accordance with its rulemaking responsibilities related to the Dodd-Frank Act, the Securities and Exchange Commission has adopted a rule that requires annual disclosure of the ratio of the median Company employee’s total annual compensation to the total annual compensation of the Company’s principal executive officer. The Company’s principal executive officer is Roel Vestjens, President and Chief Executive Officer.
Belden’s median employee was determined by reviewing the cash compensation paid to all Belden employees worldwide¸ excluding certain de minimis jurisdictions under item 402(u) of Regulation S-K, but including Belden employees based in countries where the cost of living and average salaries in the market are substantially lower than the United States, from January 1, 2020 through December 31, 2020. As permitted by item 402(u) to Regulation S-K, because Belden has not experienced a change in employee population that it reasonable believes would significantly affect its pay ratio disclosure, the dated used to select the median employee in 2021 is the same data used in 2020. However, the employee that was the median employee in 2020 experienced a change in compensation in 2021 that would make his or her continued selection as the median employee inappropriate. Accordingly, a similar situated and compensated employee has been substituted in his or her place for the purposes of this analysis.
Once the median employee was identified, the calculation of annual total compensation for that median employee was determined in the same manner as the “Total Compensation” shown for Mr. Vestjens in the Summary Compensation Table contained herein. Compensation elements that were included in the annual total compensation for the median employee include: cash compensation received in 2021, matching payments related to Company retirement plans, and any other compensation received in 2020.
The median total annual compensation of Belden associates, excluding Mr. Vestjens, in 2021 was $37,775.77. As disclosed herein, Mr. Vestjens’ total reported 2021 compensation was $6,831,323. Accordingly, Mr. Vestjens reported 2021 compensation was approximately 180.84 times that of the median of the total annual compensation of all employees other than Mr. Vestjens.
In reviewing the Compensation Tables that follow, it is important to note that equity based compensation is reported based on the fair value at the grant date as determined under GAAP. As a result, it is not fully illustrative of compensation actually received. As a result of
2022 Proxy Statement | Page 31 |
the manner in which PSUs, RSUs and SARs are structured, it takes years to determine whether a particular year’s compensation will end up resulting in the realization of more or less than the amount reported. It is subject to a number of factors, but is most sensitive to the price of Belden stock. The bottom line is that the Belden Compensation Program is effective in aligning pay and performance in that the reported level of compensation is only attained when performance is at a level satisfactory to the investor community.
Starting on the next page are the following compensation tables:
Summary Compensation Table;
Grants of Plan-Based Awards;
Outstanding Equity Awards at Fiscal Year-End;
Option Exercises and Stock Vested;
Pension Benefits;
Nonqualified Deferred Compensation; and
Potential Payments Upon Termination or Change-in-Control.
Page 32 | 2022 Proxy Statement |
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|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Plan |
|
|
| Compen- |
|
|
| All Other |
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock |
|
|
| Option |
|
|
| Compen- |
|
|
| sation |
|
|
| Compensa- |
|
|
|
|
|
| |||||
|
|
|
|
|
| Salary(1) |
|
|
| Bonus(2) |
|
|
| Awards(3) |
|
|
| Awards(4) |
|
|
| sation(5) |
|
|
| Earnings(6) |
|
|
| tion(7) |
|
|
| Total |
| ||||||||
Name and Principal |
|
| Year |
|
| ($) |
|
|
| ($) |
|
|
| ($) |
|
|
| ($) |
|
|
| ($) |
|
|
| ($) |
|
|
| ($) |
|
|
| ($) |
| ||||||||
Position (a) |
|
| (b) |
|
| (c) |
|
|
| (d) |
|
|
| (e) |
|
|
| (f) |
|
|
| (g) |
|
|
| (h) |
|
|
| (i) |
|
|
| (j) |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roel Vestjens |
|
| 2021 |
|
|
| 778,125 |
|
|
|
| — |
|
|
|
| 3,077,646 |
|
|
|
| 895,635 |
|
|
|
| 1,996,313 |
|
|
|
| — |
|
|
|
| 83,604 |
|
|
|
| 6,831,323 |
|
President and |
|
| 2020 |
|
|
| 424,594 |
|
|
|
| — |
|
|
|
| 1,133,356 |
|
|
|
| 197,989 |
|
|
|
| 858,000 |
|
|
|
| — |
|
|
|
| 34,252 |
|
|
|
| 2,648,191 |
|
Chief Executive Officer |
|
| 2019 |
|
|
| 495,756 |
|
|
|
| — |
|
|
|
| 391,163 |
|
|
|
| 331,682 |
|
|
|
| 209,561 |
|
|
|
| — |
|
|
|
| 38,288 |
|
|
|
| 1,466,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeremy Parks |
|
| 2021 |
|
|
| 459,375 |
|
|
|
| 271,259 |
|
|
|
| 1,197,960 |
|
|
|
| 200,624 |
|
|
|
| 735,735 |
|
|
|
| — |
|
|
|
| 119,343 |
|
|
|
| 2,984,296 |
|
Senior Vice |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President, Finance, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Henk Derksen |
|
| 2021 |
|
|
| 119,555 |
|
|
|
| — |
|
|
|
| — |
|
|
|
| — |
|
|
|
| 166,279 |
|
|
|
| — |
|
|
|
| 880,725 |
|
|
|
| 1,166,559 |
|
Former Senior Vice |
|
| 2020 |
|
|
| 467,592 |
|
|
|
| 50,000 |
|
|
|
| 1,190,415 |
|
|
|
| 209,640 |
|
|
|
| 385,763 |
|
|
|
| 190,598 |
|
|
|
| 38,020 |
|
|
|
| 2,532,028 |
|
President, Finance, |
|
| 2019 |
|
|
| 581,625 |
|
|
|
| — |
|
|
|
| 507,050 |
|
|
|
| 429,978 |
|
|
|
| 192,268 |
|
|
|
| 200,209 |
|
|
|
| 43,965 |
|
|
|
| 1,955,095 |
|
and Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian Anderson |
|
| 2021 |
|
|
| 440,000 |
|
|
|
| — |
|
|
|
| 510,708 |
|
|
|
| 148,629 |
|
|
|
| 720,720 |
|
|
|
| 34,195 |
|
|
|
| 40,062 |
|
|
|
| 1,894,314 |
|
Senior Vice President, Legal |
|
| 2020 |
|
|
| 305,008 |
|
|
|
| 50,000 |
|
|
|
| 713,275 |
|
|
|
| 116,471 |
|
|
|
| 258,342 |
|
|
|
| 124,468 |
|
|
|
| 27,815 |
|
|
|
| 1,595,379 |
|
General Counsel and Corporate Secretary |
|
| 2019 |
|
|
| 368,828 |
|
|
|
| — |
|
|
|
| 1,643,008 |
|
|
|
| 233,408 |
|
|
|
| 123,940 |
|
|
|
| 113,783 |
|
|
|
| 29,415 |
|
|
|
| 2,512,382 |
|
Ashish Chand |
|
| 2021 |
|
|
| 494,285 |
|
|
|
| — |
|
|
|
| 3,723,987 |
|
|
|
| 240,138 |
|
|
|
| 865,219 |
|
|
|
| — |
|
|
|
| 280,777 |
|
|
|
| 5,604,406 |
|
Executive Vice President, |
|
| 2020 |
|
|
| 395,738 |
|
|
|
| — |
|
|
|
| 784,956 |
|
|
|
| 170,042 |
|
|
|
| 287,930 |
|
|
|
| — |
|
|
|
| 802,029 |
|
|
|
| 2,440,695 |
|
Industrial Automation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anshu Mehrotra |
|
| 2021 |
|
|
| 385,608 |
|
|
|
| 400,000 |
|
|
|
| 1,138,266 |
|
|
|
| 102,362 |
|
|
|
| 655,200 |
|
|
|
| — |
|
|
|
| 20,076 |
|
|
|
| 2,701,512 |
|
Senior Vice President, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and Marketing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Salaries are amounts actually received. |
(2) | Reflects cash bonuses paid to Messrs. Parks and |
(3) | Reflects the
|
|
|
Some of the amounts listed in column (e) represent the grant date fair value of performance share units (“PSUs”) based on the assumption that the Company would meet its performance goals at the target level, resulting in one share of Belden stock, being issued to the officer for each PSU. Performance over the relevant three-year measurement period at 140% of target levels or greater (in the case of PSUs based on free cash flow) or at or greater than the 75th percentile (in the case of PSUs based on relative TSR) could result in the issuance of two shares of Belden stock for each PSU. During each performance period, the Company periodically analyzes performance and makes appropriate adjustments to the amount of stock-based compensation expense it records. Based on this structure, the maximum grant date fair values of the stock awards for each NEO (in dollars), including those associated with restating the performance thresholds associated with 2019 and 2020 PSUs, are as follows:
|
|
| Mr. Vestjens |
|
|
| Mr. Parks |
|
|
| Mr. Derksen |
|
|
| Mr. Anderson |
|
|
| Mr. Chand |
|
|
| Mr. Mehrotra |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
| 5,249,799 |
|
|
|
| 1,684,526 |
|
|
|
| — |
|
|
|
| 871,155 |
|
|
|
| 5,999,239 |
|
|
|
| 1,386,500 |
|
2020 |
|
|
| 1,839,291 |
|
|
|
| — |
|
|
|
| 1,541,675 |
|
|
|
| 1,139,927 |
|
|
|
| 1,306,644 |
|
|
|
| — |
|
2019 |
|
|
| 782,326 |
|
|
|
| — |
|
|
|
| 1,014,100 |
|
|
|
| 2,695,209 |
|
|
|
| — |
|
|
|
| — |
|
| Reflects the aggregate grant date fair value with respect to awards of options or SARs for each named officer computed in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are described in Note 21: Share-Based Compensation,
|
(5) | Represents amounts earned under the
|
(6) | The amounts in |
(7) | The amounts (in dollars) shown in
|
|
|
|
|
|
|
|
|
|
| Life |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Company’s |
|
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
| Contributions |
|
| and Long |
|
|
|
|
|
| Payments |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
| In Its Defined |
|
| Term |
|
| Tax |
|
| Related |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
| Contribution |
|
| Disability |
|
| reparation |
|
| to |
|
|
|
|
|
| Housing |
| |||||
|
| Total |
|
| Plan |
|
| Benefits |
|
| Costs |
|
| Termination |
|
| Airfare |
|
| Allowance |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roel Vestjens |
|
| 83,604 |
|
|
| 73,626 |
|
|
| 4,597 |
|
|
| 4,900 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Jeremy Parks |
|
| 119,343 |
|
|
| 13,050 |
|
|
| 871 |
|
|
| — |
|
|
| — |
|
|
| 39,029 |
|
|
| 66,393 |
|
Henk Derksen |
|
| 880,725 |
|
|
| 22,839 |
|
|
| 1,224 |
|
|
| 7,000 |
|
|
| 849,662 |
|
|
| — |
|
|
| — |
|
Brian Anderson |
|
| 40,062 |
|
|
| 31,425 |
|
|
| 4,233 |
|
|
| 4,250 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Ashish Chand |
|
| 280,777 |
|
|
| 22,243 |
|
|
| 5,340 |
|
|
| 2,500 |
|
|
| — |
|
|
| — |
|
|
| 250,000 |
|
Anshu Mehrotra |
|
| 20,076 |
|
|
| 17,250 |
|
|
| 2,826 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Mr. Parks maintains his primary residence in Buffalo, New York. He receives reimbursement of airfare related to travel to and from St. Louis, Missouri, where he spends a significant amount of time, and a $66,000 housing allowance to secure living arrangements in the St. Louis area.
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 2015. We refer to these five persons throughout as the “named executive officers” or our “NEOs”.
As previously disclosed, Mr. Derksen’s employment ended on March 12, 2021. In connection with his termination, Mr. Derksen received the following payments in 2021 consistent with Belden’s Executive Severance Plan: a pro-rated portion of one year’s salary, $464,935; a pro-rated portion equal to his target ACIP percentage multiplied by his base salary, $347,041; buyout of unused vacation, $4,496, and a buyout of the continuing health benefits to which he was entitled, $33,189.
Mr. Chand received a housing rental allowance of $250,000 in 2021 that will reduce in thirds starting in 2023 until it reaches zero in 2025.
Page 34 | 2022 Proxy Statement | |
For 2015, our named executive officers were:
| ||
| ||
| ||
| ||
|
As noted by our Compensation Committee above, 2015 was marked by steady performance despite a mixed macroeconomic environment. We began the year by 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 strong performance in our enterprise solutions, broadband connectivity and network security businesses. Productivity improvement programs during the year will allow Belden to continue to protect, and in some platforms expand, its margin profile. Some financial highlights of the consolidated business 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):
|
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|
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|
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| All |
|
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| |
|
|
|
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|
|
|
|
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|
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|
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|
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|
|
|
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| Other |
|
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|
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|
|
|
|
|
|
|
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| |
|
|
|
|
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|
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| Stock |
|
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| |
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|
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|
|
|
| Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
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|
|
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|
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|
|
|
| Number |
|
| All Other |
|
|
|
|
|
| Grant |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| of |
|
| Option |
|
| Exercise |
|
| Date Fair |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares |
|
| Awards: |
|
| or Base |
|
| Value of |
| ||||
|
|
|
|
|
| Estimated Future Payouts Under |
|
| Estimated Future Payouts |
|
| of |
|
| Number of |
|
| Price of |
|
| Stock |
| ||||||||||||||||||||||
|
|
|
|
|
| Non-Equity Incentive Plan |
|
| Under Equity Incentive Plan |
|
| Stock |
|
| Securities |
|
| Option |
|
| and |
| ||||||||||||||||||||||
|
|
|
|
|
| Awards(1) |
|
| Awards(2) |
|
| or |
|
| Underlying |
|
| Awards(5) |
|
| Option |
| ||||||||||||||||||||||
|
| Grant |
| Award |
| Threshold |
|
| Target |
|
| Maximum |
|
| Threshold |
|
| Target |
|
| Maximum |
|
| Units |
|
| Options(4) |
|
| ($ per |
|
| Awards |
| ||||||||||
Name |
| Date |
| Type |
| ($) |
|
| ($) |
|
| ($) |
|
| (#) |
|
| (#) |
|
| (#) |
|
| (#) (3) |
|
| (#) |
|
| Share) |
|
| ($) |
| ||||||||||
(a) |
| (b) |
|
|
| (c) |
|
| (d) |
|
| (e) |
|
| (f) |
|
| (g) |
|
| (h) |
|
| (i) |
|
| (j) |
|
| (k) |
|
| (l) |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roel Vestjens |
|
|
| ACIP |
|
| 511,875 |
|
|
| 1,023,750 |
|
|
| 2,047,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2/16/2021 |
| RSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 20,703 |
|
|
|
|
|
|
|
|
|
|
| 905,493 |
|
|
| 2/16/2021 |
| PSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 15,055 |
|
|
| 40,147 |
|
|
| 80,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,172,153 |
|
|
| 2/16/2021 |
| SAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 48,937 |
|
| 45.11 |
|
|
| 895,635 |
| |
Jeremy Parks |
|
|
| ACIP |
|
| 85,750 |
|
|
| 343,000 |
|
|
| 1,029,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2/16/2021 |
| RSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,496 |
|
|
|
|
|
|
|
|
|
|
| 202,815 |
|
|
| 2/17/2021 |
| RSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 11,217 |
|
|
|
|
|
|
|
|
|
|
| 508,579 |
|
|
| 2/16/2021 |
| PSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,372 |
|
|
| 8,993 |
|
|
| 17,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 486,566 |
|
|
| 2/16/2021 |
| SAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10,962 |
|
|
| 45.11 |
|
|
| 200,624 |
|
Henk Derksen |
|
|
| ACIP |
|
| 21,318 |
|
|
| 85,271 |
|
|
| 255,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian Anderson |
|
|
| ACIP |
|
| 77,000 |
|
|
| 308,000 |
|
|
| 924,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2/16/2021 |
| RSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,331 |
|
|
|
|
|
|
|
|
|
|
| 150,261 |
|
|
| 2/16/2021 |
| PSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,498 |
|
|
| 6,662 |
|
|
| 13,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 360,447 |
|
|
| 2/16/2021 |
| SAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,121 |
|
|
| 45.11 |
|
|
| 148,629 |
|
Ashish Chand |
|
|
| ACIP |
|
| 94,009 |
|
|
| 376,035 |
|
|
| 1,128,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2/16/2021 |
| RSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,382 |
|
|
|
|
|
|
|
|
|
|
| 242,782 |
|
|
| 8/17/2021 |
| RSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 22,428 |
|
|
|
|
|
|
|
|
|
|
| 1,205,954 |
|
|
| 2/16/2021 |
| PSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,037 |
|
|
| 10,764 |
|
|
| 21,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 582,386 |
|
|
| 8/17/2021 |
| PSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,607 |
|
|
| 22,428 |
|
|
| 44,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,692,865 |
|
|
| 2/16/2021 |
| SAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13,121 |
|
|
| 45.11 |
|
|
| 240,138 |
|
Anshu Mehrotra |
|
|
| ACIP |
|
| 70,000 |
|
|
| 280,000 |
|
|
| 840,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/14/2021 |
| RSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 18,140 |
|
|
|
|
|
|
|
|
|
|
| 786,550 |
|
|
| 2/16/2021 |
| RSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,294 |
|
|
|
|
|
|
|
|
|
|
| 103,482 |
|
|
| 2/16/2021 |
| PSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,721 |
|
|
| 4,588 |
|
|
| 9,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 248,234 |
|
|
| 2/16/2021 |
| SAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,593 |
|
|
| 45.11 |
|
|
| 102,632 |
|
(1) | The
|
(2) | The Compensation Committee granted the performance stock unit awards (PSUs) at its February 16, 2021 meeting. The PSUs granted in 2021 will be measured on the performance period from February 16, 2021 (the grant date) to December 31, 2022, in the case of the TSR-based PSUs, and January 1, 2021 to December 31, 2023, in the case of the free cash flow-based PSUs. Any payout will be made in shares of Belden stock in 2024. The conversion factor from PSUs to shares is based on the Company’s total stockholder return over the performance period measured relative to the S&P 1500 Industrials Index (the “Index”), weighted 50%, and the company’s consolidated free cash flow over the performance period, weighted 50%. In addition to the PSUs granted at the February 16, 2021 meeting, on August 17, 2021, the Compensation Committee granted a special long-term incentive award comprised of 50% time-vested RSUs and 50% performance-based PSUs under the |
2022 Proxy Statement | Page 35 |
(3) | The Compensation Committee granted RSUs to Mr. Chand as part of the Supplemental Incentive Plan in August 2025 and also granted RSUs to Messrs. Mehrotra and Parks related to the commencement of their employment with the Company in January and February of 2021, respectively. The August 2021 RSUs granted to Mr. Chand vest entirely on August 17, 2025. The RSU’s granted to Messrs. Mehrotra and Parks will vest in equal installments on each of the first three anniversaries of their grant dates. |
(4) | The amounts in column (j) are the number of SARs granted to each of the named executive officers in 2021. These awards vest in equal amounts over three years on the first, second and third anniversaries of the grant date and expire on the tenth anniversary of the grant date. |
(5) | The exercise price for awarded SARs was the closing price of the Belden shares on the grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
| Option Awards |
|
| Stock Awards |
| ||||||||||||||||||||||||||||||
Name |
| Number of |
|
| Number of |
|
| Equity |
|
| Option |
|
| Option |
|
| Number |
|
| Market |
|
| Equity |
|
| Equity |
| |||||||||
(a) |
| Securities |
|
| Securities |
|
| Incentive |
|
| Exercise |
|
| Expiration |
|
| of Shares |
|
| Value of |
|
| Incentive |
|
| Incentive |
| |||||||||
|
| Underlying |
|
| Underlying |
|
| Plan |
|
| Price(4) |
|
| Date |
|
| or Units |
|
| Shares or |
|
| Plan |
|
| Plan |
| |||||||||
(a) |
| Unexercised |
|
| Unexercised |
|
| Awards: |
|
| ($) |
|
| (f) |
|
| of Stock |
|
| Units of |
|
| Awards: |
|
| Awards: |
| |||||||||
|
| Options(1) |
|
| Options(2)(3) |
|
| Number of |
|
| (e) |
|
|
|
|
| That |
|
| Stock |
|
| Number of |
|
| Market |
| |||||||||
|
| (#) |
|
| (#) |
|
| Securities |
|
|
|
|
|
|
|
|
| Have Not |
|
| That |
|
| Unearned |
|
| or Payout |
| ||||||||
|
| Exercisable |
|
| Unexercisable |
|
| Underlying |
|
|
|
|
|
|
|
|
|
| Vested |
|
| Have Not |
|
| Shares, |
|
| Value of |
| |||||||
|
| (b) |
|
| (c) |
|
| Unexercised |
|
|
|
|
|
|
|
|
|
| (#) |
|
| Vested |
|
| Units or |
|
| Unearned |
| |||||||
|
|
|
|
|
|
|
| Unearned |
|
|
|
|
|
|
|
|
|
| (g) |
|
| ($) |
|
| Other |
|
| Shares, Units |
| |||||||
|
|
|
|
|
|
|
|
|
| Options |
|
|
|
|
|
|
|
|
|
|
|
|
| (h) |
|
| Rights That |
|
| or Other |
| |||||
|
|
|
|
|
|
|
|
|
| (#) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Have Not |
|
| Rights That |
| ||||
|
|
|
|
|
|
|
|
|
| (d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vested(5) |
|
| Have Not |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| # |
|
| Vested(6) |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (i) |
|
| ($) |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (j) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roel Vestjens |
|
| 5,392 |
|
|
| — |
|
|
| — |
|
|
| 50.010 |
|
| 3/4/2023 |
|
|
| — |
|
|
| — |
|
|
| 17,847 |
|
|
| 1,173,083 |
| |
|
|
| 6,697 |
|
|
| — |
|
|
|
|
|
|
| 72.570 |
|
| 3/4/2024 |
|
|
|
|
|
|
|
|
|
|
| 3,929 |
|
|
| 258,253 |
| |
|
|
| 8,356 |
|
|
| — |
|
|
|
|
|
|
| 89.230 |
|
| 2/25/2025 |
|
|
|
|
|
|
|
|
|
|
| 4,813 |
|
|
| 316,358 |
| |
|
|
| 9,435 |
|
|
| — |
|
|
|
|
|
|
| 74.910 |
|
| 2/24/2026 |
|
|
|
|
|
|
|
|
|
|
| 20,073 |
|
|
| 1,319,398 |
| |
|
|
| 12,337 |
|
|
| — |
|
|
|
|
|
|
| 74.910 |
|
| 2/22/2027 |
|
|
|
|
|
|
|
|
|
|
| 5,485 |
|
|
| 360,529 |
| |
|
|
| 13,606 |
|
|
| — |
|
|
|
|
|
|
| 72.730 |
|
| 2/28/2028 |
|
|
|
|
|
|
|
|
|
|
| 7,857 |
|
|
| 516,441 |
| |
|
|
| 9,898 |
|
|
| 4,949 |
|
|
|
|
|
|
| 61.790 |
|
| 2/28/2029 |
|
|
|
|
|
|
|
|
|
|
| 40,147 |
|
|
| 2,638,862 |
| |
|
|
| 3,609 |
|
|
| 7,216 |
|
|
|
|
|
|
| 51.140 |
|
| 2/11/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| — |
|
|
| 48,937 |
|
|
|
|
|
|
| 45.110 |
|
| 2/16/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Jeremy Parks |
|
| — |
|
|
| 10,962 |
|
|
| — |
|
|
| 45.110 |
|
| 2/16/2031 |
|
|
| — |
|
|
| — |
|
|
| 4,496 |
|
|
| 295,522 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 11,217 |
|
|
| 737,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,993 |
|
|
| 591,110 |
|
Henk Derksen |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Brian Anderson |
|
| 2,290 |
|
|
| — |
|
|
|
|
|
|
| 39.830 |
|
| 2/27/2022 |
|
|
| — |
|
|
| — |
|
|
| 3,860 |
|
|
| 253,718 |
| |
|
|
| 1,241 |
|
|
| — |
|
|
|
|
|
|
| 50.010 |
|
| 3/4/2023 |
|
|
|
|
|
|
|
|
|
|
| 11,039 |
|
|
| 725,593 |
| |
|
|
| 434 |
|
|
| — |
|
|
|
|
|
|
| 72.570 |
|
| 3/4/2024 |
|
|
|
|
|
|
|
|
|
|
| 11,039 |
|
|
| 725,593 |
| |
|
|
| 5,535 |
|
|
| — |
|
|
|
|
|
|
| 89.230 |
|
| 2/25/2025 |
|
|
|
|
|
|
|
|
|
|
| 4,622 |
|
|
| 303,804 |
| |
|
|
| 6,769 |
|
|
| — |
|
|
|
|
|
|
| 52.890 |
|
| 2/24/2026 |
|
|
|
|
|
|
|
|
|
|
| 1,530 |
|
|
| 100,567 |
| |
|
|
| 6,854 |
|
|
| — |
|
|
|
|
|
|
| 74.910 |
|
| 2/22/2027 |
|
|
|
|
|
|
|
|
|
|
| 6,662 |
|
|
| 437,893 |
| |
|
|
| 7,257 |
|
|
| — |
|
|
|
|
|
|
| 72.730 |
|
| 2/28/2028 |
|
|
|
|
|
|
|
|
|
|
| 3,011 |
|
|
| 197,913 |
| |
|
|
| 6,996 |
|
|
| 3,482 |
|
|
|
|
|
|
| 61.790 |
|
| 2/28/2029 |
|
|
|
|
|
|
|
|
|
|
| 3,331 |
|
|
| 218,947 |
| |
|
| �� | 2,213 |
|
|
| 4,245 |
|
|
|
|
|
|
| 51.140 |
|
| 2/11/2030 |
|
|
|
|
|
|
|
|
|
|
| 2,311 |
|
|
| 151,902 |
| |
|
|
| — |
|
|
| 8,121 |
|
|
|
|
|
|
| 45.110 |
|
| 2/16/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Ashish Chand |
|
| 537 |
|
|
| — |
|
|
| — |
|
|
| 72.570 |
|
| 3/4/2024 |
|
|
| — |
|
|
| — |
|
|
| 6,748 |
|
|
| 443,546 |
| |
|
|
| 1,103 |
|
|
| — |
|
|
|
|
|
|
| 89.230 |
|
| 2/25/2025 |
|
|
|
|
|
|
|
|
|
|
| 10,764 |
|
|
| 707,518 |
| |
|
|
| 738 |
|
|
| — |
|
|
|
|
|
|
| 52.890 |
|
| 2/24/2026 |
|
|
|
|
|
|
|
|
|
|
| 22,428 |
|
|
| 1,474,192 |
| |
|
|
| 1,477 |
|
|
| — |
|
|
|
|
|
|
| 74.910 |
|
| 2/22/2017 |
|
|
|
|
|
|
|
|
|
|
| 1,289 |
|
|
| 84,726 |
| |
|
|
| 2,312 |
|
|
| — |
|
|
|
|
|
|
| 72.730 |
|
| 2/28/2028 |
|
|
|
|
|
|
|
|
|
|
| 3,374 |
|
|
| 221,773 |
| |
|
|
| 6,387 |
|
|
| 3,193 |
|
|
|
|
|
|
| 61.790 |
|
| 2/28/2029 |
|
|
|
|
|
|
|
|
|
|
| 1,928 |
|
|
| 126,727 |
| |
|
|
| 3,099 |
|
|
| 6,198 |
|
|
|
|
|
|
| 51.140 |
|
| 2/11/2030 |
|
|
|
|
|
|
|
|
|
|
| 5,382 |
|
|
| 353,759 |
| |
|
|
| — |
|
|
| 13,121 |
|
|
|
|
|
|
| 45.110 |
|
| 2/16/2031 |
|
|
|
|
|
|
|
|
|
|
| 22,428 |
|
|
| 1,474,192 |
| |
Anshu Mehrotra |
|
| — |
|
|
| 5,593 |
|
|
| — |
|
|
| 45.110 |
|
| 2/16/2031 |
|
|
| — |
|
|
| — |
|
|
| 18,140 |
|
|
| 1,192,342 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,294 |
|
|
| 150,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,588 |
|
|
| 301,569 |
|
(1) | Shows vested SARs. |
(2) | Shows unvested SARs. |
(3) | For Mr. Vestjens, his 4,949 unexercisable SARs expiring on February 28, 2029 vested on February 28, 2022. His 7,216 unexercisable SARs expiring on February 11, 2030, vest as follows: 3,608 on February 11, 2022, and 3,608 on February 11, 2023; his 48,937 SARs expiring on February 16, 2031 vest as follows: 16,313 on February 16, 2022; 16,312 on February 16, 2023; and 16,312 on February 16, 2024. |
For Mr. Parks, his 10,962 unexerciseabe SARs expiring on February 16, 2031 vest as follows: 3,654 on February 16, 2022; 3,654 on February 16, 2023; and 3,654 on February 16, 2024.
Page 36 | 2022 Proxy Statement |
For Mr. Anderson, his 3,482 unexercisable SARs expiring on February 28, 2029 vested on February 28, 2022. His 4,245 unexercisable SARs expiring February 11, 2030, vest as follows: 2,123 on February 11, 2022; and 2,122 on February 11, 2023. His 8,121 unexerciseable SARs expiring February 16, 2031 vest as follows: 2,707 on February 16, 2022; 2,707 on February 16, 2023; and 2,707 on February 16, 2024.
For Mr. Chand, his 3,193 unexercisable SARs expiring on February 28, 2029 vested on February 28, 2022. His 6,198 unexercisable SARs expiring February 11, 2030, vest as follows: 3,099 on February 11, 2022; and 3,099 on February 11, 2023. His 13,121 unexerciseable SARs expiring on February 16, 2031, vest as follows: 4,374 on February 16, 2022; 4,374 on February 16, 2023; and 4,373 on February 16, 2024.
For Mr. Mehrotra, his 5,593 unexercisable SAR’s expiring on February 16, 2031 vest as follows: 1,865 on February 16, 2022; 1,864 on February 16, 2023; and 1,864 on February 16, 2024.
(4) | The exercise price of SAR awards granted is the closing price of Belden shares on the grant date. |
(5) | On each of February 28, 2019, February 11, 2020, and February 16, 2021, the NEOs were granted PSUs. Each tranche of PSUs carries a three year measurement period. Based on the Company’s performance during this period
|
Mr. Vestjens’ 5,485 PSUs were reviewed by the Compensation Committee on February 22, 2022 and, based on the conversion ratio, they converted to 5,540 shares. His 7,857 PSUs will be reviewed at the first quarter 2023 Compensation Committee meeting. His 17,847 Supplemental Incentive Plan PSUs were reviewed by the Compensation Committee and converted to zero RSUs. His 17,847 Supplemental Incentive Plan RSUs vest as described in the discussion of the Supplemental Incentive Plan above. His 40,147 PSUs will be reviewed at the first quarter 2024 Compensation Committee meeting. His 3,939 RSUs will vest on February 11, 2023. His 4,813 RSUs will vest as follows: 2,407 on July 1, 2022, and 2,406 on July 1, 2023. His 20,073 RSUs will vest on February 16, 2024.
Mr. Parks’ 8,993 PSUs will be reviewed by the Compensation Committee at its first quarter 2024 Compensation Committee meeting. His 4,496 RSUs will vest on February 16, 2024. His 11,217 RSUs will vest as follows: 3,739 on February 17, 2022; 3,739 on February 17, 2023; and 3,739 on February 17, 2024.
Mr. Anderson’s 3,860 PSUs were reviewed by the Compensation Committee on February 22, 2022 and, based on the conversion ratio, they converted to 3,898 shares. His 4,622 PSUs will be reviewed at the first quarter 2023 Compensation Committee meeting. His 11,039 Supplemental Incentive Plan PSUs and 11,039 Supplemental Incentive Plan RSUs vest as described in the discussion of the Supplemental Incentive Plan above. His 6,662 PSUs granted on February 16, 2021 will be reviewed at the first quarter 2024 Compensation Committee meeting. His 2,311 RSUs will vest on February 11, 2023. His 1,530 RSUs will vest as follows: 765 on July 1, 2022, and 765 on July 1, 2023. Mr. Anderson was also granted 3,011 RSUs upon the successful divestiture of the Company’s Live Media business on July 2, 2020 that will vest on July 2, 2023. His 3,331 RSUs will vest on February 16, 2024.
Mr. Chand’s 6,748 PSUs will be reviewed at the first quarter 2023 Compensation Committee meeting. His 10,764 PSUs will be reviewed at the first quarter 2024 compensation committee meeting. His 1,289 RSUs granted on February 24. 2019 vested on February 24, 2022. His 1,289 RSUs will vest on February 28, 2022. His 3,374 restricted stock units granted on February 11, 2020 will vest on February 11, 2023. His 5,382 RSUs will vest on February 16, 2024. His 2,1,928 RSUs will vest as follows: 964 on July 1, 2022; and 964 on July 1, 2023. His 22,428 Supplemental Incitive Plan PSUs and 22,428 Supplemental Incitive Plan RSUs will vest as described in the discussion of the Supplemental Incentive Plan above.
Mr. Mehrotra’s 4,588 PSUs will be reviewed at the first quarter 2024 Compensation Committee meeting. His 18,140 RSUs will vest as follows: 6,046 on January 14, 2022; 6,045 on January 14, 2023; and 6,045 on January 14, 2024. His 2,294 RSUs will vest on February 16, 2024.
|
OPTION EXERCISES AND STOCK VESTED
|
| Option Awards |
|
| Stock Awards |
| ||||||||||
|
| Number of |
|
|
|
|
|
|
|
|
|
| Value Realized |
| ||
|
| Shares Acquired |
|
| Value Realized on |
|
| Number of Shares |
|
| on |
| ||||
|
| on Exercise |
|
| Exercise |
|
| Acquired on Vesting |
|
| Vesting(1) |
| ||||
Name |
| (#) |
|
| ($) |
|
| (#) |
|
| ($) |
| ||||
(a) |
| (b) |
|
| (c) |
|
| (d) |
|
| (e) |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roel Vestjens |
|
| 169 |
|
| 12,810(2) |
|
|
| 2,407 |
|
|
| 122,877 |
| |
Jeremy Parks |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Henk Derksen |
|
| 5,028 |
|
| 331,347(3) |
|
|
| 25,243 |
|
|
| 1,456,521 |
| |
Brian Anderson |
|
| 241 |
|
|
| 15,685 |
|
|
| 766 |
|
|
| 39,104 |
|
Ashish Chand |
|
| — |
|
|
| — |
|
|
| 1,800 |
|
|
| 87,027 |
|
Anshu Mehrotra |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
(1) | The dates on which the |
2022 Proxy Statement | Page 37 |
as follows: Mr. Vestjens – 2,407 RSUs on July 1, 2021; Mr. Derksen – 25,243 RSUs on September 14, 2021; Mr. Anderson 766 RSUs on July 1, 2021; and Mr. Chand - 836 RSUs on March 1, 2021, and 964 RSUs on July 1, 2021. Giving effect to the actual tax withholding that occurred, Mr. Vestjens acquired 1,329 shares on July 6, 2021; Mr. Derksen acquired 14,643 shares on September 16, 2021; Mr. Anderson acquired 538 shares on July 6, 2021; and Mr. Chand acquired 404 shares on March 4, 2021 and 630 shares on July 6, 2021. |
(2) | During 2021, Mr. Vestjens exercised the following SARs and retained the resulting shares: |
Date | Number of SARS | Market Price | Exercise Price | Pre-tax proceeds | Resulting shares | Value at 12/31/21 |
08/05/2021 | 980 | $52.901 | $39.83 | $12,809.58 | 169 | $11,108 |
(3) | During 2021, Mr. Derksen exercised the following SARs, resulting in the receipt of the resulting shares: |
Date | Number of SARS | Market Price | Exercise Price | Pre-tax proceeds | Resulting shares | Value at 12/31/21 |
03/01/2021 | 10,230 | $45.695 | $35.83 | $100,919 | 1,551 | $101,947 |
03/19/2021 | 3,100 | $45.449 | $28.76 | $51,734 | 798 | $52,453 |
03/19/2021 | 24,810 | $45.449 | $39.83 | $139,395 | 2,153 | $141,517 |
06/02/2021 | 15,234 | $51.475 | $50.01 | $22,318 | 304 | $19,982 |
06/03/2021 | 3,821 | $51.805 | $51.14 | $2,541 | 34 | $2,235 |
06/07/2021 | 16,409 | $53.770 | $52.89 | $14,440 | 188 | $12,357 |
(4) | During 2021, Mr. Anderson exercised the following SARs and retained the resulting shares: |
Date | Number of SARS | Market Price | Exercise Price | Pre-tax proceeds | Resulting shares | Value at 12/31/21 |
03/01/2021 | 1,590 | $45.695 | $35.83 | $15,685.35 | 241 | $15,841 |
|
|
|
|
|
|
|
| Present Value of |
|
|
| |
|
|
|
| Number of Years |
|
| Accumulated |
|
| Payments During | ||
|
|
|
| Credited Service |
|
| Benefit(2) |
|
| Last Fiscal Year | ||
Name |
| Plan Name(1) |
| (#) |
|
| ($) |
|
| ($) | ||
(a) |
| (b) |
| (c) |
|
| (d) |
|
| (e) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
Roel Vestjens |
| Pension Plan |
| — |
|
| — |
|
| — | ||
|
| Excess Plan |
|
|
|
|
| — |
|
| — | |
Jeremy Parks |
| Pension Plan |
| 12.4 |
|
|
| 309,626 |
|
| — | |
|
| Excess Plan |
|
|
|
|
| — |
|
| — | |
Henk Derksen |
| Pension Plan |
|
| 11.0 |
|
|
| 571,803 |
|
| — |
|
| Excess Plan |
|
|
|
|
|
| 423,878 |
|
| — |
Brian Anderson |
| Pension Plan |
| 13.6 |
|
|
| 363,019 |
|
| — | |
|
| Excess Plan |
|
|
|
|
|
| 154,654 |
|
| — |
Ashish Chand |
| Pension Plan |
| — |
|
| — |
|
| — | ||
|
| Excess Plan |
|
|
|
|
| — |
|
| — | |
Anshu Mehrotra |
| Pension Plan |
| — |
|
| — |
|
| — | ||
|
| Excess Plan |
|
|
|
|
| — |
|
| — |
(1) | Mr. Anderson participates in the Belden Wire & Cable Company Pension Plan (“Pension Plan”) and the Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (“Excess Plan”). Mr. Derksen participated in the Pension Plan and Excess Plan prior to his separation from the Company in 2021. Mr. Parks participated in the Pension Plan and Excess Plan prior to his separation from the Company in 2020. He is not eligible to participate in the plan following his return to the Company in 2021 because the Plans are closed to new participants. Mr. Mehrotra does not participate in the plans because he joined the Company after the plans were closed to new participants in 2010. Mr. Vestjens and Mr. Chand do not |
Page 38 | 2022 Proxy Statement |
($142,800 for 2021) and by 8% of the |
(2) | The computation of the value of accumulated benefit for each individual incorporates a 2.62% discount rate, an |
NONQUALIFIED DEFERRED COMPENSATION(1)
|
|
| Executive |
|
|
| Registrant |
|
|
| Aggregate |
|
|
| Aggregate |
|
|
| Aggregate |
| |||||
|
|
| Contributions |
|
|
| Contributions |
|
|
| Earnings |
|
|
| Withdrawals/ |
|
|
| Balance |
| |||||
|
|
| in Last FY |
|
|
| in Last FY |
|
|
| in Last FY |
|
|
| Distributions |
|
|
| at Last |
| |||||
Name |
|
| ($) |
|
|
| ($) |
|
|
| ($) |
|
|
| ($) |
|
|
| FYE ($) |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
| (b) |
|
|
| (c) |
|
|
| (d) |
|
|
| (e) |
|
|
| (f) |
| |||||
Roel Vestjens |
|
|
| 78,668 |
|
|
|
| 60,576 |
|
|
|
| 5,664 |
|
|
|
| — |
|
|
|
| 392,786 |
|
Jeremy Parks |
|
|
| — |
|
|
|
| — |
|
|
|
| 97 |
|
|
|
| 34,618 |
|
|
|
| — |
|
Henk Derksen |
|
|
| 10,952 |
|
|
|
| 9,789 |
|
|
|
| 10,213 |
|
|
|
| — |
|
|
|
| 614,727 |
|
Brian Anderson |
|
|
| 58,568 |
|
|
|
| 18,375 |
|
|
|
| 3,108 |
|
|
|
| — |
|
|
|
| 215,935 |
|
Ashish Chand |
|
|
| 10,157 |
|
|
|
| 9,193 |
|
|
|
| 53 |
|
|
|
| — |
|
|
|
| 19,403 |
|
Anshu Mehrotra |
|
|
| 18,500 |
|
|
|
| 4,200 |
|
|
|
| 71 |
|
|
|
| — |
|
|
|
| 22,771 |
|
EMPLOYMENT, SEVERANCE AND CHANGE-IN-CONTROL ARRANGEMENTS Each of the Company’s named executive officers participates in the Belden Inc. Executive Severance Program. The Compensation Committee (with the assistance of Meridian and management) annually reviews the key provisions of the Executive Severance Program to ensure it is competitive, based on peer group and market survey data. Amounts payable in the event of each NEO’s separation of employment are noted below under “Potential Payments upon Termination or Change in Control.” POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The Belden Executive Severance Program provides for the potential payment of severance and other benefits upon certain terminations of employment. In addition, pursuant to the terms of the Company’s equity incentive plans, upon certain termination events, each executive will be entitled to acceleration of his outstanding and unvested equity awards. Termination not for cause not in connection with a change in control Pursuant to the Severance Program and the terms of the Company’s equity incentive plans, in the event a named executive officer is terminated without “cause,” as defined below, the executive will be entitled to receive: severance payments equal to the sum of the officer’s current base salary plus his annual target bonus, payable in equal semi-monthly installments over a twelve-month period; if the executive is the Company’s Chief Executive Officer, severance payments equal to the sum of the officer’s current base salary plus his target bonus, multiplied by 1.5, payable in equal semi-monthly installments over an eighteen-month period; any unpaid bonus earned with respect to the portion of the current fiscal year completed as of the date of termination based on the actual performance under the applicable annual cash incentive plan, payable when awards are generally paid for senior executives for such year; and a lump sum payment equal to the full monthly premium (i.e., the executive’s and the Company’s) for coverage under the Company group health care plan (including group dental and vision coverage) based on the executive’s coverage elections in effect immediate prior to the termination multiplied by 12 (or, in the case of the Company’s Chief Executive Officer, multiplied by 18).
Pursuant to the Severance Program, “cause” is defined to include: willful and continued failure to perform his duties following appropriate opportunities to cure the deficiencies; conviction or plea of nolo contendere of a felony or engagement in a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud; material violation of the Company’s Code of Conduct; and engagement in an act that materially damages or materially prejudices the Company or its affiliates or the officer’s engagement in activities materially damaging to the property, business or reputation of the Company or its affiliates. Termination not for cause by the Company or for good reason by the officer after a change in control The Severance Program provides that if, within two years following a “change in control,” as defined below, the officer is terminated without cause or resigns for “good reason,” the officer will be entitled to receive: any unpaid annual cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when awards are paid generally to senior executives for such year; A pro-rated annual cash incentive for the fiscal year in which the termination occurs, the amount of which shall be based on target performance and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365; a lump sum severance payment payable at the time provided by Section 4.02(e) in the aggregate amount equal to the product of (A) the sum of (1) the Participant’s highest base salary during the time between the change of control and the date that is two years following the change of control plus (2) the executive’s annual target cash incentive award for the year in which the termination occurs multiplied by (B) two (2); a lump sum payment equal to the full monthly premium (i.e., the executive’s and the Company’s) for coverage under the Company group health care plan (including group dental and vision coverage) based on the executive’s coverage elections in effect immediate prior to the termination multiplied by 24; unvested PSUs convert to RSUs at a 1.00 conversion ratio at the time of the “change in control;” and unvested equity awards vest upon the termination following the “change in control”. A “change in control” of the Company generally will occur when a person acquires more than 50% of the outstanding shares of the Company’s stock or a majority of the Board consists of individuals who were not approved by the Board. Upon a change in control in the Company, the named executive officers will have the right for a period of two years to leave the Company for “good reason” and receive the amounts set out above should the scope of their employment with the Company “negatively and materially” change. Death/Disability The Company provides long-term disability coverage and life insurance coverage for the executive officers on terms consistent with and generally available to all salaried employees. Upon the officer’s death or disability, the officer, or the officer’s heirs will be entitled to receive: Any unpaid cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when annual cash incentives are paid generally to senior executives for such year; A pro-rated annual cash incentive award for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable annual cash incentive plan and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated cash incentive award shall be paid when awards are paid generally to senior executives for such year; Any unvested equity awards will vest immediately; The pro rata portion of PSUs related to the amount of time the employee was employed during the measuring period will convert to shares of Company common stock when awards are converted generally for such year; Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which the Participant participates immediately prior to such termination; Retirement Under the Company’s equity plans, an employee who has reached the age of 65 or has reached the age of 55 with ten years of service with the Company can voluntarily retire from the Company with the result that all unvested equity awards that were granted at least one year prior to the retirement date (with certain limited exceptions) shall immediately vest in full and any options or stock appreciation rights are eligible for exercise for the shorter of three years or the original term of the award. As of December 31, 2021, none of the Company’s NEOs were eligible for retirement.
Estimate of Payments The estimated payments owed to each officer upon the various termination events are based on the following assumptions and/or exclusions: it is assumed that each triggering event occurred on December 31, 2021 and that the value of our common stock was the closing market price of our stock on the last trading day prior to December 31, 2021, $65.73 (in the case of Termination not for cause by the Company or for good reason by the officer after a change in control, it is assumed that the change in control and the termination both occurred on December 31, 2021); the payments do not include any amounts earned and owed to the officer as of the termination date, such as salary earned to date, unreimbursed expenses or benefits generally available to all employees of the Company on a non-discriminatory basis (the 2021 Non-Equity Incentive Plan Compensation is included based on the technical requirement that an employee must be employed on January 1, 2022 to earn the 2021 bonus. The Severance Program would entitle them to receive the 2021 bonus even if termination occurred on December 31, 2021); and the payments include only additional benefits that result from termination and do not include any amounts or benefits earned, vested, accrued or owing under any plan. See “Outstanding Equity Awards at Fiscal Year-End”, “Pension Benefits” and “Nonqualified Deferred Compensation.”
|
ITEM III – ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Dodd-Frank Act requires that we include in this proxy statement a non-binding stockholder vote on our executive compensation as described in this proxy statement (commonly referred to as “Say-on-Pay”).
We encourage stockholders to review the Compensation Discussion and Analysis on pages 18 to 31 and the tabular disclosure that follows it. We believe that our compensation policies and procedures are competitive, are focused on pay for performance principles and are strongly aligned with the long-term interests of our stockholders. Our executive compensation philosophy is based on the belief that the compensation of our employees should be set at levels that allow us to attract and retain employees who are committed to achieving high performance and who demonstrate the ability to do so. We seek to provide an executive compensation package that is driven by our overall financial performance, our increased stockholder value, the success of areas of our business directly impacted by the executive’s performance, and the performance of the individual executive. We view our compensation program as a strategic tool that supports the successful execution of our business strategy and reinforces a performance-based culture. The Company employs an executive compensation program for our senior executives that emphasizes long-term compensation over short-term, with a significant portion weighted toward equity awards. This approach strongly aligns our senior executive compensation with that of our stockholders. We believe that there is a direct correlation between the performance of Belden and the compensation our senior executives receive. We also believe that our annual compensation disclosure is reflective of this correlation and is transparent and helpful to stockholders.
The Say-on-Pay resolution discussed below gives stockholders the opportunity to endorse or not endorse the compensation that we pay to our named executive officers by voting to approve or not approve such compensation as described in this proxy statement.
The Board strongly endorses the Company’s executive compensation program and recommends that the stockholders vote in favor of the following resolution:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.
Because the vote is advisory, it will not be binding upon the Board or the Compensation Committee and neither the Board nor the Compensation Committee will be required to take any action as a result of the outcome of the vote on this proposal. The Compensation Committee will carefully consider the outcome of the vote when considering future executive compensation arrangements.
THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. |
2022 Proxy Statement | Page 43 |
EQUITY COMPENSATION PLAN INFORMATION ON DECEMBER 31, 2021
|
|
| A |
|
|
| B |
|
|
| C |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
| Number of Securities |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Remaining Available for |
| |
|
|
| Number of |
|
|
|
|
|
|
|
| Future Issuance Under |
| ||
|
|
| Securities to be |
|
|
| Weighted |
|
|
| Equity Compensation |
| |||
|
|
| Issued Upon |
|
|
| Average Exercise |
|
|
| Plans (Excluding |
| |||
|
|
| Exercise of |
|
|
| Price of |
|
|
| Securities |
| |||
Plan Category |
|
| Outstanding Options |
|
|
| Outstanding Options |
|
|
| Reflected in Column A) |
| |||
Equity Compensation Plans Approved by Stockholders(1) |
|
|
| 1,243,946 |
|
|
| $ | 63.18 |
|
|
|
| 3,239,782.15 |
|
Equity Compensation Plans Not Approved by Stockholders |
|
|
| — |
|
|
|
| — |
|
|
|
| — |
|
Total |
|
|
| 1,243,946 |
|
|
| $ | 63.18 |
|
|
|
| 3,239,782.15 |
|
ITEM IV – AMEND AND RESTATE THE BELDEN INC. 2011 LONG TERM INCENTIVE PLAN
In 2011, the stockholdersConsists of Belden Inc. approved the Belden Inc. 2011 Long TermLong-Term Incentive Plan. On February 25, 2016,Plan (the “2011 Plan”); and the Board approved an Amended and Restated Belden Inc. 20112021 Long Term Incentive Plan (the “Plan”“2021 Plan”) and directed the Company to submit the. The 2011 Plan to the Company’s stockholders for approval.
The Board believes that the Plan is an integral part of Belden’s overall compensation program. The Plan enables Belden to provide competitive levels of compensation needed to attract and retain high-quality executives, managers, employees and nonemployee directors, and to strengthen the alignment between these individuals and Belden’s stockholders.
The Plan incorporates the following features:
A summary of the material features of the Plan is provided below, but does not replace or modify the terms of the Plan document which is attached asAppendix II to this proxy statement. The amendments that will be effected by the Plan, if approved by Stockholders, include the following, most of which changes memorialize in the Plan the existing practices of the Company:
(2) | Consists of 1,243,946 shares under the
|
(3) | Consists of 3,239,782.15 shares under the 2021 Plan. Pursuant to the flexible share authorization nature of the 2021 Plan, full-value awards (e.g., restricted stock
|
Section 16(a) Delinquent Section 16(a) Reports
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 2021 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, except that a Form 4 filing made on behalf of Steven Berglund was completed late on June 1, 2021, due to a technical error.
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 the Summary Compensation Table below and the directors and executive officers as a group. Except as otherwise noted, all information is as of March 29, 2022.
Page 44 | 2022 Proxy Statement |
BENEFICIAL OWNERSHIP TABLE OF DIRECTORS, NOMINEES AND
EXECUTIVE OFFICERS
Name |
|
| Number of Shares |
|
|
|
| Acquirable Within |
|
|
|
| Percent of Class |
| |||
|
|
| Beneficially Owned(1)(2)(3)(4)(5) |
|
|
|
| 60 Days(6) |
|
|
|
| Outstanding(7) |
| |||
David Aldrich |
|
|
| 52,070 |
|
|
|
|
| — |
|
|
|
| * |
| |
Brian Anderson |
|
|
| 32,549 |
|
|
|
|
| 45,491 |
|
|
|
| * |
| |
Lance Balk(8) |
|
|
| 111,991 |
|
|
|
|
| — |
|
|
|
| * |
| |
Steven W. Berglund |
|
|
| 23,808 |
|
|
|
|
| — |
|
|
|
| * |
| |
Diane D. Brink |
|
|
| 16,128 |
|
|
|
|
| — |
|
|
|
| * |
| |
Judy L. Brown |
|
|
| 25,068 |
|
|
|
|
| — |
|
|
|
| * |
| |
Nancy Calderon |
|
|
| 6,055 |
|
|
|
|
| — |
|
|
|
| * |
| |
Ashish Chand |
|
|
| 46,243 |
|
|
|
|
| 26,319 |
|
|
|
| * |
| |
Bryan C. Cressey |
|
|
| 202,689 |
|
|
|
|
| — |
|
|
|
| * |
| |
Jonathan Klein |
|
|
| 13,398 |
|
|
|
|
| — |
|
|
|
| * |
| |
Gregory McCray |
|
|
| 2,500 |
|
|
|
|
| — |
|
|
|
| * |
| |
George Minnich(9) |
|
|
| 37,896 |
|
|
|
|
| — |
|
|
|
| * |
| |
Anshu Mehrotra |
|
|
| 20,705 |
|
|
|
|
| 1,865 |
|
|
|
| * |
| |
Jeremy Parks |
|
|
| 24,212 |
|
|
|
|
| 3,654 |
|
|
|
| * |
| |
Roel Vestjens |
|
|
| 66,859 |
|
|
|
|
| 94,200 |
|
|
|
| * |
| |
All directors and executive officers as a group (17 persons) (10) |
|
|
| 697,047 |
|
|
|
|
| 185,322 |
|
|
|
|
| 1.06 | % |
* | Less than one |
The |
(2) | For Ms. Calderon, the number of |
(3) | For Mr. Vestjens, the number of
|
(4) | For each of the Directors and Executive Officers who served in such positions as of July 1, 2020, the number of shares includes unvested RSUs granted to them on July 1, 2020 in place of cash compensation, as follows: Mr. Aldrich - 741; Mr. Anderson – 1,530; Mr. Balk - 612; Mr. Berglund - 567; Ms. Brink - 522; Ms. Brown - 612; Ms. Calderon - 496; Mr. Chand – 1,928; Mr. Cressey - 612; Mr. Klein - 567; Mr. Minnich - 654; and Mr. Vestjens – 4,813. |
(5) | For each of Messrs. Anderson, Mehrotra, Parks, and Vestjens, the number of shares includes shares of Belden Common Stock held in a 401(k) account pursuant to the |
(6) | Reflects the number of shares
(7)
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, 2021.
The Company knows of no other matters that will be brought before the annual meeting. If other matters are introduced, the persons named in the proxy as the proxy holders will vote on such matters in their discretion. Q: Why am I receiving these materials? A: The Board of Directors (the “Board”) of Belden Inc. (sometimes referred to as the “Company” or “Belden”) is providing these proxy materials to you in connection with the solicitation of proxies by Belden on behalf of the Board for the 2022 annual meeting of stockholders which will take place on May 25, 2022. This proxy statement includes information about the issues to be voted on at the meeting. You are invited to attend the meeting virtually and we request that you vote on the proposals described in this proxy statement. Q: Why am I being asked to review materials online? A: Under rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our stockholders on the Internet, rather than mailing printed copies of those materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. We began mailing the Notice of Internet Availability of Proxy Materials to stockholders on April 7, 2022. Q: Who is qualified to vote? A: You are qualified to receive notice of and to vote at the annual meeting if you owned shares of common stock of the Company at the close of business on our record date of March 29, 2022. On the record date, there were 44,226,716 shares of Belden common stock outstanding. Each share is entitled to one vote on each matter properly brought before the annual meeting. Q: What information is available for review? A: The information included in this proxy statement relates to the proposals to be voted on at the meeting, the voting process, the compensation of directors and our most highly paid officers, and certain other required information. Our 2021 Annual Report to Stockholders, which includes our Annual Report on Form 10‑K, is also available on-line. The Form 10‑K includes our 2021 audited financial statements with notes and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations. Q: What matters will be voted on at the meeting? A: Three matters will be voted on at the meeting: (1) the election of the ten directors nominated by the Board, each for a term of one year; (2) the ratification of the appointment of Ernst & Young as the Company’s independent registered public accountant for 2022; and (3) an advisory vote on executive compensation for 2021. Q: What are Belden’s voting recommendations? A: Our Board of Directors recommends that you vote your shares: (1) FOR the Company’s slate of directors; (2) FOR the ratification of Ernst & Young; and (3) FOR the approval of the Company’s executive compensation.
Q: What shares owned by me can be voted? A: All shares owned by you as of March 29, 2022, the record date, may be voted by you. These shares include those (1) held directly in your name as the stockholder of record, and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee. Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner? A: Some Belden stockholders hold their shares through a stock broker, bank, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially. Stockholder of Record If your shares are registered directly in your name with Belden’s transfer agent, American Stock Transfer & Trust Company, you are considered (with respect to those shares) the stockholder of record and the Notice of Internet Availability of Proxy Materials is being sent directly to you by Belden. As the stockholder of record, you have the right to grant your voting proxy directly to Belden or to vote in person at the meeting. Beneficial Owner If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name” (that is, the name of your stock broker, bank, or other nominee) and the Notice of Internet Availability of Proxy Materials is being forwarded to you by your broker or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker or nominee how to vote and are also invited to attend the meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the meeting. Q: How can I vote my shares in person at the meeting? A: Shares held directly in your name as the stockholder of record may be voted in person at the annual meeting. If you choose to do so, please bring proof of identification. Even if you plan to attend the annual meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you decide later not to attend the meeting. Q: How can I vote my shares without attending the meeting? A: Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee. You will be able to do this over the Internet by following the instructions on your Notice of Internet Availability of Proxy Materials. If you request a full delivery of the proxy materials, a proxy card will be included that will contain instructions on how to vote by telephone or mail in addition to the Internet. Q: Can I change my vote? A: You may change your proxy or voting instructions at any time prior to the vote at the annual meeting. For shares held directly in your name, you may accomplish this by granting a new proxy or by attending the annual meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares held beneficially by you, you may accomplish this by submitting new voting instructions to your broker or nominee. Q: What class of shares is entitled to be voted? A: Each share of our common stock outstanding as of the close of business on March 29, 2022, the record date, is entitled to one vote at the annual meeting. Q: What about shares held pursuant to a Belden 401(k) or other benefit plan? A: If you are a participant in the Belden Retirement Savings Plan or Tripwire Inc. 401(k) Plan and hold shares of Belden Inc. common stock pursuant to either plan, you will receive a proxy card associated with such shares from the plan administrator in addition to a proxy card from any other custodian through which you hold shares. To allow sufficient time for the Belden Retirement Savings Plan or Tripwire Inc. 401(k) Plan Trustee to vote, the trustee must receive your voting instructions by 11:59 p.m. Eastern time on May 22, 2022. If the trustee does not receive your instructions by that date, the trustee will not vote your shares. Q: What is the quorum requirement for the meeting? A: The quorum requirement for holding the meeting and transacting business is a majority of the outstanding shares entitled to vote. The shares may be present in person or represented by proxy at the meeting. Both abstentions and withheld votes are counted as present for the purpose of determining the presence of a quorum for the meeting.
Q: What are the voting requirements to approve the proposals and how are votes withheld, abstentions and broker non-votes treated? A: The following table describes the voting requirements and treatment of votes withheld, abstentions, and broker non-votes for each proposal:
Q: Where can I find the voting results of the meeting? A: We will announce preliminary voting results at the meeting and publish final results in a report on Form 8‑K within four business days of the date on which our meeting ends. Q: What happens if additional proposals are presented at the meeting? A: Other than the proposals described in this proxy statement, we do not expect any matters to be presented for a vote at the annual meeting. If you grant a proxy, the persons named as proxy holders, Brian E. Anderson, the Company’s Senior Vice President–Legal, General Counsel and Corporate Secretary, and Nicholas E. Eckelkamp, the Company’s Vice President, Assistant General Counsel and Assistant Corporate Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board. Q: Who will count the votes? A: A representative of Broadridge Financial Solutions, Inc. will tabulate the votes and will act as the inspector of election. Q: Is my vote confidential? A: Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Belden or to third parties except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, or (3) to facilitate a successful proxy solicitation by our Board. Occasionally, stockholders provide written comments on their proxy cards, which are then forwarded to Belden management. Q: Who will bear the cost of soliciting votes for the meeting? A: Belden has retained Alliance Advisors LLC to act as proxy solicitor for the annual meeting and to provide other advisory services throughout the year. Belden will bear the cost of this arrangement, which amounts to $7,000 annually. Upon request, the Company will reimburse brokers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of the Company’s common stock.
STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING You may submit proposals for consideration at future stockholder meetings, including director nominations. Stockholder Proposals: To be included in the Company’s proxy statement and form of proxy for the 2023 annual meeting, a stockholder proposal must, in addition to satisfying the other requirements of the Company’s bylaws and the SEC’s rules and regulations, be received at the Company’s principal executive offices by December 8, 2022. If you want the Company to consider a proposal at the 2023 annual meeting that will not be included in the Company’s proxy statement, among other things, the Company’s bylaws require that you notify our Board of your proposal no earlier than January 25, 2023 and no later than February 24, 2023. Nomination of Director Candidates: 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 to be included in future proxy statements as noted in the above paragraph. To have a candidate considered by the Committee, a stockholder must submit the recommendation in writing and must include the following information: The name of the stockholder and evidence of the person’s ownership of Company stock, including the number of shares owned (whether direct ownership or derivative ownership) and the length of time of ownership; and The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of Belden, the candidate’s ownership interest in the Company (if any), a description of any arrangements between the candidate and the nominating stockholder, and the person’s consent to be named as a director if selected by the Committee and nominated by the Board. In considering candidates submitted by stockholders, the Committee will take into consideration the needs of the Board and the qualifications of the candidate. The Committee may also take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. The Committee believes that the minimum qualifications for serving as a director of the Company are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company and have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities. In addition, the Committee examines a candidate’s specific experiences and skills, time availability in light of other commitments, potential conflicts of interest, and independence from management and Belden. The Committee also seeks to have the Board represent a diversity of backgrounds and experience. The Committee will identify potential nominees by asking current directors and executive officers to notify the Committee if they become aware of persons, meeting the criteria described above, who have had a change in circumstances that might make them available to serve on the Board. The Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described above, the Committee will also consider candidates recommended by stockholders. Once a person has been identified by the Committee as a potential candidate, the Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Committee determines that the candidate warrants further consideration, the Chairman or another member of the Committee may contact the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Committee will request information from the candidate, review the person’s accomplishments and qualifications, and conduct one or more interviews with the candidate. In certain instances, Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments. The Committee’s evaluation process will not vary based on whether or not a candidate is recommended by a stockholder, although, as stated above, the Board may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.
The performance factors applicable to the NEOs, along with the respective threshold, target and actual performance levels and the respective financial factor scores, are illustrated below (numbers other than working capital turns are shown in thousands):
Performance Factor Definitions “Net Income from Continuing Operations” is consolidated revenues, less cost of sales, less selling, general and administrative expenses (“SG&A”), less interest expense, plus interest income, plus other income, less other expense, less tax expense, and less any loss from discontinued operations. “EBITDA” is GAAP operating income, adjusted in a manner consistent with the Company’s use of Adjusted EBITDA in its periodic filings on Forms 10‑K, 10‑Q and 8‑K, whether on a consolidated basis or of the applicable business platform. “Revenue” is revenue, adjusted in a manner consistent with the Company’s use of Adjusted Revenue in its periodic filings on Forms 10‑K, 10‑Q and 8‑K, whether on a consolidated basis or with respect to the applicable business platform. “Operating Working Capital Turns”, whether on a consolidated basis or with respect to the applicable business platform, are based on a monthly average of working capital turns during the applicable performance period and for each individual month were computed based on a ratio calculated at the end of the month of (i) annualized actual cost of goods sold for the prior two months and the current month to (ii) operating working capital at the end of the month. “Inventory Turns” are based on a monthly average of inventory turns during the applicable performance period and for each individual month were computed based on a ratio calculated at the end of the month of (i) annualized actual cost of goods sold for the prior two months and the current month to (ii) inventory at the end of the month. Below is a summary of the applicable performance factors and weighting percentages for each NEO and a calculation of each NEO’s applicable Financial Factor for the performance period (rounded to two decimal places):
1 N Brentwood Blvd. 15th Floor St. Louis, Mo 63105 314.854.8000 Belden.com BELDEN SENDIND ALL THE RIGHT SIGNALS
BELDEN INC. 1 NORTH BRENTWOOD BOULEVARD 15TH FLOOR ST. LOUIS, MO 63105 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Participants in the Belden Retirement Savings Plan or Tripwire 401(k) Plan have an earlier voting deadline, described on the reverse side, to vote shares held through such plan(s). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. Participants in the Belden Retirement Savings Plan or Tripwire 401(k) Plan have an earlier voting deadline, described on the reverse side, to vote shares held through such plan(s). VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D78105-P69683 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY BELDEN INC. The Board of Directors recommends you vote FOR the following: 1. Election of Directors 1a. David J. Aldrich 1b. Lance C. Balk 1c. Steven W. Berglund 1d. Diane D. Brink 1e. Judy L. Brown 1f. Nancy Calderon 1g. Jonathan C. Klein 1h. Gregory J. McCray 1i. Roel Vestjens For Against Abstain The Board of Directors recommends you vote FOR proposals 2 and 3. 2. Ratification of the appointment of Ernst & Young as the Company’s Independent Registered Public Accounting Firm for 2022. 3. Advisory vote on executive compensation for 2021. NOTE: In their discretion, proxies are authorized to transact and vote upon such other business as may properly come before the meeting. For Against Abstain Please indicate if you plan to attend this meeting Yes No Please indicate if you plan to attend this meeting Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
|
2.41 “Prior Plan” means the Company’s 2001 Long-Term Performance Incentive Plan, as amended.
2.42 “Restricted Stock” means an Award granted to a Participant pursuant to Article 8.
2.43 “Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 8, except no Shares are actually awarded to the Participant on the date of grant.
2.44 “Share” means a share of common stock of the Company.
2.45 “Stock Appreciation Right” or “SAR” means an Award, designated as an SAR, pursuant to the terms of Article 7 herein.
2.46 “Stock-Based Award”means any Award other than a Cash-Based Award.
2.47 “Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.
2.48 “Tandem SAR” means an SAR that is granted in connection with a related Option pursuant to Article 7 herein, the exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall similarly be canceled).
Article 3. Administration
3.1 General. The Committee shall be responsible for administering this Plan, subject to this Article 3 and the other provisions of this Plan. The Committee may consult with attorneys, consultants, accountants, agents, and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such individuals. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participants, the Company, and all other interested individuals.
3.2 Authority of the Committee. The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of this Plan and any Award Agreement or other agreement or document ancillary to or in connection with this Plan, to determine eligibility for Awards and to adopt such rules, regulations, forms, instruments, and guidelines for administering this Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including the terms and conditions set forth in Award Agreements, granting Awards as an alternative to or as the form of payment for grants or rights earned or due under compensation plans or arrangements of the Company, and, subject to Article 18, adopting modifications and amendments to this Plan or any Award Agreement, including without limitation, any that are necessary to comply with the laws of the countries and other jurisdictions in which the Company, its Affiliates, and/or its Subsidiaries operate.
3.3 Delegation. The Committee may delegate to one or more of its members or to one or more officers of the Company, and/or its Subsidiaries and Affiliates or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under this Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees to be recipients of Awards and (b) determine the size of any such Awards; provided, however, (i) the Committee shall not delegate such responsibilities to any such officer for Awards granted to an Employee who is considered an Insider; (ii) the resolution providing such authorization sets forth the total number of Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.
Article 4. Shares Subject to this Plan and Maximum Awards
4.1 Number of Shares Available for Awards.
(a) Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for grant to Participants under this Plan (the “Share Authorization”) shall be:
(i)6,500,000, of which 6,500,000 shall be eligible to be issued as Incentive Stock Options, plus
(ii)Any Shares subject to outstanding awards under the Prior Plan as of the Effective Date that on or after the Effective Date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable Shares).
(b)To the extent that a Share is granted pursuant to a Full Value Award, it shall reduce the Share Authorization by two and twenty-three hundredths (2.23) Shares; and, to the extent that a Share is granted pursuant to an Award other than a Full Value Award, it shall reduce the Share Authorization by one (1) Share.
(c)Subject to the limit set forth in Section 4.1(a) on the number of Shares that may be granted in the aggregate under this Plan, the maximum number of shares that may be granted to Nonemployee Directors shall be one million two hundred eighteen thousand seven hundred fifty (1,218,750) Shares, and no Nonemployee Director may receive Awards subject to more than fifteen thousand (15,000) Shares in any Plan Year.
(d)Except as may be provided in an Award Agreement in the case of death, disability, retirement, or change in control, any Awards which vest on the basis of the Participant’s continued employment with or provision of service to the Company shall not provide for vesting which is any more rapid than annual pro rata vesting over a three (3) year period and any Awards which vest upon the attainment of performance goals shall provide for a Performance Period of at least twelve (12) months.
4.2 Share Usage. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under this Plan; additionally, Shares related to an Award of Restricted Stock that are forfeited shall again be available for grant under this Plan. However, the full number of Stock Appreciation Rights granted that are to be settled by the issuance of Shares shall be counted against the number of Shares available for award under the Plan, regardless of the number of Shares actually issued upon settlement of such Stock Appreciation Rights. Furthermore, any Shares withheld to satisfy tax withholding obligations on an Award issued under the Plan, Shares tendered to pay the exercise price of an Award under the Plan, and Shares repurchased on the open market with the proceeds of an Option exercise will no longer be eligible to be again available for grant under this Plan. The Shares available for issuance under this Plan may be authorized and unissued Shares or treasury Shares.
4.3 Annual Award Limits. Unless and until the Committee determines that an Award to a Covered Employee shall not be designed to qualify as Performance-Based Compensation, the following limits (each an “Annual Award Limit” and, collectively, “Annual Award Limits”) shall apply to grants of such Awards under this Plan:
(a)Stock-Based Awards. The maximum aggregate number of Shares subject to Stock-Based Awards granted in any one Plan Year to any one Participant shall be four hundred thousand (400,000) plus the amount of the Participant’s unused applicable Annual Award Limit for Options and for SARs as of the close of the previous Plan Year.
(b)Cash-Based Awards. The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one Participant in any one Plan Year may not exceed five million dollars ($5,000,000) plus the amount of the Participant’s unused applicable Annual Award Limit for Cash-Based Awards as of the close of the previous Plan Year.
4.4 Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) after the Effective Date such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, special cash dividend, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall appropriately and equitably substitute or adjust, as applicable, the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards.
The Committee shall also make appropriate and equitable adjustments in the terms of any Awards under this Plan to reflect such changes or distributions and to modify any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.
Subject to the provisions of Article 18, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with the ISO rules under Section 422 of the Code, where applicable.
Article 5. Eligibility and Participation
5.1 Eligibility. Individuals eligible to participate in this Plan include all Employees and Directors.
5.2 Actual Participation. Subject to the provisions of this Plan, the Committee may, from time to time, select from all eligible individuals, those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of, any and all terms permissible by law, and the amount of each Award.
Article 6. Stock Options
6.1 Grant of Options. Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion; provided that ISOs may be granted only to eligible Employees of the Company, its Affiliates and/or its Subsidiaries (as permitted under Code Section 422).
6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO.
6.3 Option Price. The Option Price for each grant of an Option under this Plan shall be as determined by the Committee and shall be specified in the Award Agreement; provided, however, the Option Price must be at least equal to one hundred percent (100%) of the FMV of the Shares as of the date of grant.
6.4 Term of Options. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant.
6.5 Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.
6.6 Payment. Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares.
A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price (provided that except as otherwise determined by the Committee, the Shares that are tendered must have been held by the Participant for at least six (6) months (or such other period, if any, as the Committee may permit) prior to their tender to satisfy the Option Price if acquired under this Plan or any other compensation plan maintained by the Company, or have been purchased on the open market); (c) by a combination of (a) and (b); or (d) any other method approved or accepted by the Committee in its sole discretion, including, without limitation, if the Committee so determines, a cashless (broker-assisted) exercise.
Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax withholding), the Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s).
Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars.
6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, or under any blue sky or state securities laws applicable to such Shares.
6.8 Termination of Employment. Each Participant’s Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination.
6.9 Transferability of Options.
(a)Incentive Stock Options. No ISO granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under this Article 6 shall be exercisable during his lifetime only by such Participant.
(b)Nonqualified Stock Options. Under no circumstances may a Participant transfer an NQSO to another Person for consideration. Subject to the foregoing, and except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, no NQSO granted under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution; provided that the Board or Committee may permit further transferability, on a general or a specific basis, and may impose conditions and limitations on any permitted transferability. Further, except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, or unless the Board or Committee decides to permit further transferability, all NQSOs granted to a Participant under this Article 6 shall be
exercisable during his lifetime only by such Participant. With respect to those NQSOs, if any, that are permitted to be transferred to another individual, references in this Plan to exercise or payment of the Option Price by the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.
6.10 Notification of Disqualifying Disposition. If any Participant shall make any disposition of Shares issued pursuant to the exercise of an ISO under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Participant shall notify the Company of such disposition within ten (10) days thereof.
Article 7. Stock Appreciation Rights
7.1 Grant of SARs. Subject to the terms and conditions of this Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SARs.
Subject to the terms and conditions of this Plan, the Committee shall have complete discretion in determining the number of SARs granted to each Participant and, consistent with the provisions of this Plan, in determining the terms and conditions pertaining to such SARs.
The Grant Price for each grant of a Freestanding SAR shall be determined by the Committee and shall be specified in the Award Agreement; provided, however, the Grant Price must be at least equal to one hundred percent (100%) of the FMV of the Shares as of the date of grant. The Grant Price of Tandem SARs shall be equal to the Option Price of the related Option.
7.2 SAR Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine.
7.3 Term of SAR. Each SAR granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, no SAR shall be exercisable later than the tenth (10th) anniversary date of its grant.
7.4 Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes.
7.5. Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable.
7.6 Settlement of SAR Amount. Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:
(a)The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by
(b)The number of Shares with respect to which the SAR is exercised.
The payment upon SAR exercise shall be in Shares.
7.7 Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
7.8 Transferability of SARs. Under no circumstances may a Participant transfer an SAR to another Person for consideration. Subject to the foregoing, and except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, no SAR granted under this Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, all SARs granted to a Participant under this Plan shall be exercisable during his lifetime only by such Participant. With respect to those SARs, if any, that are permitted to be transferred to another individual, references in this Plan to exercise of the SAR by the Participant or payment of any amount to the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.
7.9 Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares received upon exercise of an SAR granted pursuant to this Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Participant hold the Shares received upon exercise of an SAR for a specified period of time.
Article 8. Restricted Stock and Restricted Stock Units
8.1 Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually awarded to the Participant on the date of grant.
8.2 Restricted Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.
8.3 Transferability. Except as provided in this Plan or an Award Agreement, the Shares of Restricted Stock and/or Restricted Stock Units granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the Award Agreement (and in the case of Restricted Stock Units until the date of delivery or other payment), or upon earlier satisfaction of any other conditions, as specified by the Committee, in its sole discretion, and set forth in the Award Agreement or otherwise at any time by the Committee. All rights with respect to the Restricted Stock and/or Restricted Stock Units granted to a Participant under this Plan shall be available during his lifetime only to such Participant, except as otherwise provided in an Award Agreement or at any time by the Committee.
8.4 Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units.
To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse.
Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such
Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), and Restricted Stock Units shall be paid in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion shall determine.
8.5 Certificate Legend. In addition to any legends placed on certificates pursuant to Section 8.4, each certificate representing Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole discretion:
“The sale or transfer of Shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Belden Inc. 2011 Long Term Incentive Plan, and in the associated Award Agreement. A copy of this Plan and such Award Agreement may be obtained from Belden Inc.”
8.6 Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.
8.7 Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Restricted Stock and/or Restricted Stock Units following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock or Restricted Stock Units issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
8.8 Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Code Section 83(b). If a Participant makes an election pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant shall be required to file promptly a copy of such election with the Company.
Article 9. Performance Shares/Performance Units
9.1 Grant of Performance Shares/Performance Units. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Performance Shares and/or Performance Units to Participants in such amounts and upon such terms as the Committee shall determine.
9.2 Value of Performance Shares/Performance Units. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share as of the date of grant. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant (for example, the Committee could grant 1,000 units to a participant and determine their value at $1.00 per unit). The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the number and/or value of Performance Shares/Performance Units that will be paid out to the Participant.
9.3 Earning of Performance Shares/Performance Units. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Shares/Performance Units shall be entitled to receive payout on the value and number of Performance Shares/Performance Units earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.
9.4 Form and Timing of Payment of Performance Shares/Performance Units. Payment of earned Performance Shares/Performance Units shall be as determined by the Committee and as evidenced in the
Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Shares/Performance Units in the form of Shares or in cash (or in a combination thereof) equal to the value of the earned Performance Shares/Performance Units at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.
9.5 Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Shares and/or Performance Units following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Awards of Performance Shares or Performance Units issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
9.6 Transferability of Performance Shares/Performance Units. Except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, Performance Shares/Performance Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, a Participant’s rights under this Plan shall be exercisable during his lifetime only by such Participant.
Article 10. Cash-Based Awards and Other Stock-Based Awards
10.1 Grant of Cash-Based Awards. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms, including the achievement of specific performance goals, as the Committee may determine.
10.2 Other Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions, as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.
10.3 Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to establish performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met.
10.4 Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines.
10.5 Termination of Employment. The Committee shall determine the extent to which the Participant shall have the right to receive Cash-Based Awards or Other Stock-Based Awards following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an Award Agreement entered into with each Participant, but need not be uniform among all Awards of Cash-Based Awards or Other Stock-Based Awards issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
10.6 Transferability of Cash-Based and Other Stock-Based Awards. Except as otherwise determined by the Committee, neither Cash-Based Awards nor Other Stock-Based Awards may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided by the Committee, a Participant’s rights under this Plan, if exercisable, shall be exercisable during his lifetime only by such Participant. With respect to those Cash-Based Awards or Other Stock-Based Awards, if any, that are permitted to be transferred to another individual, references in this Plan to exercise or payment of such Awards by or to the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.
Article 11 Performance Measures
11.1 Performance Measures. The performance goals upon which the payment or vesting of an Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be limited to the following Performance Measures:
(a) Net sales or revenue growth;
(b) Return measures (including, but not limited to return on invested capital, assets, capital, equity, sales);
(c) Gross profit margin;
(d) Operating expense ratios;
(e) Operating expense targets;
(f) Productivity ratios;
(g) Operating income;
(h) Gross or operating margins;
(i) Earnings before or after taxes, interest, depreciation and/or amortization;
(j) Net earnings or net income (before or after taxes);
(k) Earnings per share;
(l) Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);
(m) Working capital targets;
(n) Organic or inorganic growth;
(o) Capital expenditures;
(p) Share price (including, but not limited to, growth measures and total shareholder return);
(q) Appreciation in the fair market value or book value of the common stock;
(r) Economic value added (net operating profit after tax minus the sum of capital multiplied by the cost of the capital);
(s) Total shareholder return;
(t) Debt to equity ratio / debt levels;
(u) Customer satisfaction / service (relative improvement);
(v) Market share;
(w) Employee satisfaction / engagement;
(x) Employee retention / attrition;
(y) Safety;
(z) Diversity; and
(aa) Inventory control / efficiency.
Any Performance Measure(s) may be used to measure the performance of the Company, Affiliate, and/or Subsidiary as a whole or any business unit of the Company, Affiliate, and/or Subsidiary or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Measure (j) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Article 11.
11.2 Evaluation of Performance. The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) nonrecurring items as described in FASB Accounting Standards Codification 225-20—Unusual or Infrequently Occurring Items and/or in Management’s Discussion and Analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year, (f) acquisitions or divestitures, and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.
11.3 Adjustment of Performance-Based Compensation. Awards that are intended to qualify as Performance-Based Compensation may not be adjusted upward. The Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis or any combination, as the Committee determines.
11.4 Committee Discretion. In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 11.1.
Article 12. Nonemployee Director Awards
The Board or Committee shall determine all Awards to Nonemployee Directors. The terms and conditions of any grant to any such Nonemployee Director shall be set forth in an Award Agreement.
Article 13. Substitution Awards
Awards may be granted under the Plan from time to time in substitution for stock options and other awards held by employees or directors of other entities who are about to become Employees, whose employer is about to become an Affiliate as the result of a merger or consolidation of the Company with another corporation, or the acquisition by the Company of substantially all the assets of another corporation, or the acquisition by the Company of at least fifty percent (50%) of the issued and outstanding stock of another corporation as the result of which such other corporation will become a Subsidiary. The terms and conditions of the substitute Awards so granted may vary from the terms and conditions set forth in the Plan to such extent as the Board at the time of grant may deem appropriate for the plan to remain consistent with Code Section 409A, in whole or in part, to the provisions of the award in substitution for which they are granted.
Article 14. Dividend Equivalents
Unless otherwise provided by the Committee, dividend equivalents shall be granted for each Full Value Award not entitled to dividends based on the dividends declared on Shares that are subject to such Full Value Award, to be credited as of dividend payment dates, during the period between the date the Full Value Award is granted and the date the Full Value Award is exercised, vests or expires. Such dividend equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Committee. Under no circumstances may dividend equivalents be granted for any Option, SAR or Full Value Award dependent up on achievement of one or more Performance Measures.
Article 15. Beneficiary Designation
Each Participant under this Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan is to be paid in case of his death before he receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.
Article 16 Rights of Participants
16.1 Employment. Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Affiliates, and/or its Subsidiaries, to terminate any Participant’s employment or service on the Board or to the Company at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his employment or service as a Director for any specified period of time.
Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company, its Affiliates, and/or its Subsidiaries and, accordingly, subject to Articles 3 and 18, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company, its Affiliates, and/or its Subsidiaries.
16.2 Participation. No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.
16.3 Rights as a Shareholder. Except as otherwise provided herein, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.
Article 17. Change in Control
Except as otherwise provided at the time of grant in the certificate, notice or agreement relating to a particular Award, if a Change in Control occurs and the Participant’s employment is terminated by the Company without Cause (other than for death or disability) or by the Participant for Good Reason, in either case, within two years following the Change in Control, then:
(i)the Participant’s Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, Cash-Based Awards, or Other Stock-Based Awards that were forfeitable shall, unless otherwise determined by the Committee, become nonforfeitable and, to the extent applicable, shall be converted into Shares; provided, that for any Award which is performance-based, it shall be assumed for purposes of determining such payout or conversion that performance was “at target” for the applicable Performance Period, and
(ii)any unexercised Option or SAR, whether or not exercisable on the date of such Change in Control, shall thereupon be fully exercisable and may be exercised, in whole or in part.
Article 18. Amendment, Modification, Suspension, and Termination
18.1 Amendment, Modification, Suspension, and Termination. Subject to Section 18.3, the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate this Plan and any Award
Agreement in whole or in part; provided, however, that, without the prior approval of the Company’s shareholders and except as provided in Section 4.4, Options or SARs issued under this Plan will not be repriced, replaced, regranted through cancellation, or by lowering the Option Price of a previously granted Option or the Grant Price of a previously granted SAR, and no amendment of this Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule, including, but not limited to, the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, and, if applicable, the New York Stock Exchange Listed Company Manual rules. The Company shall not purchase Options or SARs from plan participants at a price less than the Option Price of such awards, or otherwise exchange underwater Options or SARs for cash.
18.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (it being understood that the events described in Section 4.4 shall result in mandatory adjustment) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.
18.3 Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary (other than Section 18.4), no termination, amendment, suspension, or modification of this Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under this Plan, without the written consent of the Participant holding such Award.
18.4 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Board of Directors may amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or an Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder.
Article 19. Withholding
19.1 Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.
19.2 Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted hereunder, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such elections shall be irrevocable, made in writing or electronically, and signed or acknowledged electronically by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
Article 20. Successors
All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
Article 21. General Provisions
21.1 Forfeiture Events.
(a)The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for cause, termination of the Participant’s provision of services to the Company, Affiliate, and/or Subsidiary, violation of material Company, Affiliate, and/or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company, its Affiliates, and/or its Subsidiaries.
(b)If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, if the Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve-(12-) month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement.
21.2 Legend. The certificates for Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer of such Shares.
21.3 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.
21.4 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
21.5 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
21.6 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to:
(a)Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
(b)Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.
21.7 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
21.8 Investment Representations. The Committee may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.
21.9 Employees Based Outside of the United States. Notwithstanding any provision of this Plan to the contrary, in order to comply with the laws in other countries in which the Company, its Affiliates, and/or its Subsidiaries operate or have Employees and/or Directors, the Committee, in its sole discretion, shall have the power and authority to:
(a)Determine which Affiliates and/or Subsidiaries shall be covered by this Plan;
(b)Determine which Employees and/or Directors outside the United States are eligible to participate in this Plan;
(c)Modify the terms and conditions of any Award granted to Employees and/or Directors outside the United States to comply with applicable foreign laws;
(d)Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 21.9 by the Committee shall be attached to this Plan document as appendices; and
(e)Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.
Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate applicable law.
21.10 Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on an uncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.
21.11 Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company, and/or its Affiliates, and/or its Subsidiaries may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any person acquires a right to receive payments from the Company, its Affiliates, and/or its Subsidiaries under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company, an Affiliate, or a Subsidiary, as the case may be. All payments to be made hereunder shall be paid from the general funds of the Company, an Affiliate, or a Subsidiary, as the case may be and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in this Plan.
21.12 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
21.13 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Affiliate’s or Subsidiary’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.
21.14 Compliance with Code Section 409A.
(a)In General. The Plan is intended to be administered in a manner consistent with the requirements, where applicable, of Code Section 409A. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax recognition and additional taxes pursuant to such Section 409A. Notwithstanding the foregoing, neither the Company nor
the Committee shall have any liability to any person in the event such Section 409A applies to any such Award in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries or transferees.
(b)Elective Deferrals. No elective deferrals or re-deferrals of compensation (as defined under Code Section 409A and/or guidance thereto) other than in regard to Restricted Stock Units are permitted under this Plan.
(c)Applicable Requirements. To the extent any of the Awards granted under this Plan are deemed “deferred compensation” and hence subject to Code Section 409A, the following rules shall apply to such Awards:
(i)Mandatory Deferrals. If the Company decides that the payment of compensation under this Plan shall be deferred within the meaning of Code Section 409A, then, except as provided pursuant to Treas. Reg. 1.409A-1(b)(4)(ii), at grant of the Award to which such compensation payment relates, the Company shall specify the date(s) at which such compensation will be paid in the Award Agreement.
(ii)Initial Deferral Elections. For Awards of Restricted Stock Units where the Participant is given the opportunity to elect the timing and form of the payment of the underlying Shares at some future time once any requirements have been satisfied, the Participant must make his or her initial deferral election for such Award in accordance with the requirements of Code Section 409A, i.e., within thirty (30) days of first becoming eligible to receive such award or prior to the start of the year in which the Award is granted to the Participant, in each case pursuant to the requirements of Code Section 409A and Treas. Reg. Section 1.409A-2.
(iii)Subsequent Deferral Elections. To the extent the Company or Committee decides to permit compensation subject to Code Section 409A to be re-deferred pursuant to Treas. Reg. 1.409A-2(b), then the following conditions must be met: (1) such election will not take effect until at least 12 months after the date on which it is made; (2) in the case of an election not related to a payment on account of disability, death, or an unforeseeable emergency, the payment with respect to which such election is made must be deferred for a period of not less than five years from the date such payment would otherwise have been paid; and, (3) any election related to a payment at a specified time or pursuant to a fixed schedule (within the meaning of Treas. Reg. 1.409A-3(a)(4)) must be made not less than 12 months before the date the payment is scheduled to be paid.
(iv)Timing of Payments. Payment(s) of compensation that is subject to Code Section 409A shall only be made upon an event or at a time set forth in Treas. Reg. 1.409A-3, i.e., the Participant’s separation from service, the Participant’s becoming disabled, the Participant’s death, at a time or a fixed schedule specified in the Plan or an Award Agreement, a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation, or the occurrence of an unforeseeable emergency.
(v)Certain Delayed Payments. Notwithstanding the foregoing, to the extent an amount was intended to be paid such that it would have qualified as a short-term deferral under Code Section 409A and the applicable regulations, then such payment is or could be delayed if the requirements of Treas. Reg. 1.409A-1(b)(4)(ii) are met.
(vi)Acceleration of Payment. Any payment made under this Plan to which Code Section 409A applies may not be accelerated, except in accordance with Treas. Reg. 1.409A-3(j)(4), i.e., upon a Participant’s separation from service, the Participant becomes disabled, the Participant’s death, a change of ownership or effective control, or in the ownership of a substantial portion of the assets, or upon an unforeseeable emergency (all as detailed in Treas. Reg. 1.409A-3(a)).
(vii)Payments upon a Change in Control. Notwithstanding any provision of this Plan to the contrary, to the extent an Award subject to Code Section 409A shall be deemed to be vested or restrictions lapse, expire or terminate upon the occurrence of a Change in Control and such Change in Control does not constitute a “change in the ownership or effective control” or a “change in the ownership or a substantial portion of the assets” of the Company within the meaning of Code
Section 409A(a)(2)(A)(v), then even though such Award may be deemed to be vested or restrictions lapse, expire or terminate upon the occurrence of the Change in Control or any other provision of this Plan, payment will be made, to the extent necessary to comply with the provisions of Code Section 409A, to the Participant on the earliest of: (i) the Participant’s “separation from service” with the Company (determined in accordance with Code Section 409A), (ii) the date payment otherwise would have been made pursuant to the regular payment terms of the Award in the absence of any provisions in this Plan to the contrary (provided such date is permissible under Code Section 409A), or (iii) the Participant’s death.
(viii)Payments to Specified Employees. Payments due to a Participant who is a “specified employee” within the meaning of Code Section 409A on account of the Participant’s “separation from service” with the Company (determined in accordance with Code Section 409A) shall be made on the date that is six months after the date of Participant’s separation from service or, if earlier, the Participant’s date of death.
(d)Deferrals to Preserve Deductibility under Code Section 162(m). The Committee may postpone the exercising of Awards, the issuance or delivery of Shares under any Award or any action permitted under the Plan to prevent the Company or any Subsidiary from being denied a Federal income tax deduction with respect to any Award other than an ISO as a result of Code Section 162(m), in accordance with Treas. Reg. 1.409A-1(b)(4)(ii). In such case, payment of such deferred amounts must be made as soon as reasonably practicable following the first date on which the Company and/or Subsidiary anticipates or reasonably should anticipate that, if the payment were made on such date, the Company’s and/or Subsidiary’s deduction with respect to such payment would no longer be restricted due to the application of Code Section 162(m).
(e)Determining “Controlled Group”. In order to determine for purposes of Code Section 409A whether a Participant or eligible individual is employed by a member of the Company’s controlled group of corporations under Code Section 414(b) (or by a member of a group of trades or businesses under common control with the Company under Code Section 414(c)) and, therefore, whether the Shares that are or have been purchased by or awarded under this Plan to the Participant are shares of “service recipient” stock within the meaning of Code Section 409A:
(i) In applying Code Section 1563(a)(1), (2) and (3) for purposes of determining the Company’s controlled group under Code Section 414(b), the language “at least 50 percent” is to be used instead of “at least 80 percent” each place it appears in Code Section 1563(a)(1), (2) and (3);
(ii) In applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses under common control with the Corporation for purposes of Code Section 414(c), the language “at least 50 percent” is to be used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2; and
(iii)Notwithstanding the above, to the extent that the Company finds that legitimate business criteria exist within the meaning of Treas. Reg. 1.409A-1(b)(5)(iii)(E)(1), then the language “at least 50 percent” in clause (i) and (ii) above shall instead be “at least 20 percent.”
21.15 Nonexclusivity of this Plan. The adoption of this Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.
21.16 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (i) limit, impair, or otherwise affect the Company’s or an Affiliate’s or a Subsidiary’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (ii) limit the right or power of the Company or an Affiliate or a Subsidiary to take any action which such entity deems to be necessary or appropriate.
21.17 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of Delaware excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Delaware to resolve any and all issues that may arise out of or relate to this Plan or any related Award Agreement.
21.18 Effect of Disposition of Facility or Operating Unit. In the event that the Company or any of its Affiliates and/or Subsidiaries closes or disposes of the facility at which a Participant is located or the Company or any of its Affiliates and/or Subsidiaries diminish or eliminate ownership interests in any operating unit of the Company or any of its Affiliates and/or Subsidiaries so that such operating unit ceases to be majority owned by the Company or any of its Affiliates and/or Subsidiaries, then, with respect to Awards held by Participants who subsequent to such event will not be Employees, the Committee may, to the extent consistent with Code Section 409A (if applicable), (i) accelerate the exercisability of Awards to the extent not yet otherwise exercisable or remove any restrictions applicable to any Awards; and (ii) extend the period during which Awards will be exercisable to a date subsequent to the date when such Awards would otherwise have expired by reason of the termination of such Participant’s employment with the Company or any of its Affiliates and/or Subsidiaries (but in no event to a date later than the expiration date of the Awards or the fifth anniversary of the transaction in which such facility closes or operating unit ceases). If the Committee takes no special action with respect to any disposition of a facility or an operating unit, then the terms and conditions of the Award Agreement and the other terms and conditions of this Plan shall control.
21.19 Indemnification. Subject to requirements of Delaware law, each individual who is or shall have been a member of the Board, or a Committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf, unless such loss, cost, liability, or expense is a result of his own willful misconduct or except as expressly provided by statute.
The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D78106-P69683 BELDEN INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY 25, 2022 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned stockholder of Belden Inc. appoints Brian E. Anderson and Nicholas E. Eckelkamp as proxies, acting jointly or severally and with full power of substitution, for and in the name of the undersigned to vote at the Annual Meeting of Stockholders to be held on May 25, 2022, beginning at 12:30 p.m., Central Time, in the Mississippi Room on the 8th Floor of the Four Seasons Hotel St. Louis, 999 N. Second Street, St. Louis, Missouri 63102 and at any adjournments or postponements thereof, as directed, on the matters set forth in the accompanying Proxy Statement and on all other matters that may properly come before the Annual Meeting, including on a motion to adjourn or postpone the Annual Meeting to another time or place (or both) for the purpose of soliciting additional proxies. Signing and dating this proxy card will have the effect of revoking any proxy card that you signed on an earlier date, and will constitute a revocation of all previously granted authority to vote for every proposal included on any proxy card. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO CHOICE IS SPECIFIED AND THE PROXY IS SIGNED AND RETURNED, THEN THE PROXY WILL BE VOTED ON THE PROPOSALS CONSISTENT WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS AND IN THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. If you are a participant in the Belden Retirement Savings Plan or Tripwire Inc. 401(k) Plan and hold shares of Belden Inc. common stock pursuant to either plan, you will receive a proxy card associated with such shares from the plan administrator in addition to a proxy card from any other custodian through which you hold shares. To allow sufficient time for the Belden Retirement Savings Plan or Tripwire Inc. 401(k) Plan Trustee to vote, the trustee must receive your voting instructions by 11:59 p.m. Eastern Time on May 22, 2022. If the trustee does not receive your instructions by that date, the trustee will not vote your shares. Receipt is hereby acknowledged of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April 7, 2022, and the Annual Report to Stockholders for the year ended December 31, 2021. Continued and to be signed on reverse side
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*** Exercise YourRight to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 26, 2016
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Voting items | ||||||||||||||||||||||
The Board of Directors recommends you vote | ||||||||||||||||||||||
FOR the following: | ||||||||||||||||||||||
1. |
Election of Directors | |||||||||||||||||||||
Nominees | ||||||||||||||||||||||
01 |
David J. Aldrich |
02 |
Lance C. Balk |
03 |
Steven W. Berglund |
04 |
Judy L. Brown |
05 |
Bryan C. Cressey | |||||||||||||
06 | Jonathan C. Klein | 07 | George E. Minnich | 08 | John M. Monter | 09 | John S. Stroup | |||||||||||||||
The Board of Directors recommends you vote FOR proposals 2, 3 and 4.
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2 | To ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for 2016.
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3 | Advisory vote to approve named executive officer compensation.
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4 | To amend and restate the Company’s 2011 Long Term Incentive Plan.
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NOTE:In their discretion, proxies are authorized to transact and vote upon such other business as may properly come before the meeting. | ||||||||||||||||||||||
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