UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.        )

Filed by the Registrant     x☒

Filed by a Party other than the Registrant     ¨☐

Check the appropriate box:

SPX Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

13320-A Ballantyne Corporate Place Charlotte, NC 28277 Telephone: (980)474-3700 Facsimile: (980)474-3729   April 12, 20163, 2018

Fellow Stockholders:

On behalf of the Board of Directors, we invite you to attend the SPX Corporation 20162018 Annual Meeting of Stockholders on May 24, 2016,15, 2018, at 8:00 a.m. (Eastern Time), at the SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277.

Transformative Spin-Off of SPX FLOW, Inc.Significant Accomplishments in 2017

This will be SPX Corporation’s first Annual Meeting followingIn 2017, we exceeded the Spin-Off of SPX FLOW, Inc. The Spin-Off was a transformative eventtargets we provided to the financial community early in the life of the Companyyear and was intendeddrove growth in our full-year adjusted earnings and cash generation from our core operations. These financial results were driven by commercial and operational initiatives across our businesses, including enhancements to optimize management’s focus on the Company’s diverse collection of high-quality businesses, with the objective of driving greater long-term performance and value creation for stockholders.

New Members of Executive Officer Team and Board of Directors

The Spin-Off became effective on September 26, 2015, at which time the current executive officersour sales channels and new directorsproduct introductions.

As a result of SPX assumed their new roles. Simultaneously,our team’s efforts, both our Detection and Measurement and Engineered Solutions (Core) segments recorded full-year segment income growth of approximately 40% and substantial improvement in margins. At the former SPX executive officers transitionedsame time, our HVAC segment remains well positioned to positionsachieve solid growth in profitability and cash generation. Furthermore, we recently reduced our expectations for cash usage associated with FLOW, and,our project work in South Africa, which remains on track for substantial completion by the end of next year (2019).

While we continue to work vigorously towards our longer-term goals, we are pleased with the exceptionour team’s efforts to create a stronger, more profitable company. Our successes in 2017 were well received by investors as these accomplishments were reflected in another year of one retirement, the former SPX directors resigned to become directors of FLOW. The new group of SPX executive officers and directors have brought focus to the changes needed to execute on the “new” SPX corporate strategy and have already made significant adjustments to SPX’s executive compensation programs to further align to stockholder interests. On September 28, 2015, the stock of SPX Corporation began trading under the new ticker symbol “SPXC.”appreciation in our share price.

Transitioning the Company to Enable EarningsWell Positioned for Growth and Value Creation

We expect the next few years to be a periodSPX is now comprised of meaningful change at SPX as we implement our new strategy. SPX todaythree healthy platforms, and each is a diversified, global supplier of a wide array of highly engineered infrastructure products focused in the heating, ventilation, and air conditioning (HVAC); detection and measurement; and power industries. Across mostgenerating double-digit returns on invested capital. Most of our businesses we haveare leaders in attractive, niche markets, with strong competitive positions, well-knowntechnology and high-quality brands, and high levels of replacement revenues. Our balance sheet is strong, margin profiles.and the company is well positioned to invest, both organically and inorganically, for continued, sustainable double-digit earnings growth and cash generation.

In early September,On our Q4 2017 earnings call, we presentedannounced that we had increased the level of expected liquidity available through 2020 for capital allocation to more than $600 million, or by 50%. We have also increased our new business profile to the investment community. As partresources directed at managing our pipeline of acquisition targets. Our efforts are primarily focused on opportunities that align well with our presentation, we laid out a plan to deliver value creation for stockholders over the next three years by growingexisting platforms and that strengthen our high return businesses incompetitive position within our HVAC and Detection and Measurement segments, expanding margins insegments.

Our team has done a great job repositioning our transformer business,company for growth. We expect 2018 to be another successful year for SPX, and lowering costs and improving productivity in our power generation businesses.we are excited about the opportunities ahead of us.

Meeting Attendance and Voting

All SPX stockholders of record at the close of business on March 29, 2016,20, 2018, are welcome to attend the Annual Meeting. Whether or not you plan to attend, it is important that your shares arebe represented at the Annual Meeting.To ensure that youyour shares will be represented, we ask you to vote by telephone, mail, or over the internet as soon as possible.

For stockholders planning to attend this year’s meeting, we and the other members of your Board of Directors look forward to personally greeting you.you personally. On behalf of the Board of Directors and our leadership team, we would like to express our appreciation for your continued interest in the business of SPX.

Sincerely,

SPX CORPORATION

13320-A Ballantyne Corporate Place

Charlotte, North Carolina 28277

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Tuesday, May 24, 201615, 2018

8:00 a.m., Eastern Time (Eastern Time)

SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277

Agenda

The principal business of the Annual Meeting will be to:

Record Date

March 29, 201620, 2018

You may vote at the Annual Meeting in person or by proxy if you were a stockholder of record at the close of business on March 29, 2016.20, 2018. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.

Proxy Materials

This year, we are again electronically disseminating Annual Meeting materials to some of our stockholders, as permitted under the “Notice and Access” rules approved by the Securities and Exchange Commission. Stockholders for whom Notice and Access applies will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred.

By Order of the Board of Directors,

John W. Nurkin

Vice President, SecretaryGeneral Counsel and General CounselSecretary

Approximate Date of Mailing of Proxy Materials or

Notice of Internet Availability:

April 12, 20163, 2018

SPX CORPORATION

Proxy Statement

Annual Meeting of Stockholders

The Annual Meeting of our stockholders will be held at 8:00 a.m. (Eastern Time), Eastern Time, on Tuesday, May 24, 2016,15, 2018, at the SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277.

We are furnishing this Proxy Statement to our stockholders in connection with the solicitation of proxies by our Board of Directors for the 20162018 Annual Meeting of Stockholders on that date and any adjournment or postponement of the meeting.

Our 20152017 Annual Report on Form10-K, without exhibits, accompanies this Proxy Statement. You may obtain a copy of the exhibits described in the Form10-K for a fee upon request. Please contact Paul Clegg, Vice President, Finance and Investor Relations and Communications, SPX Corporation,13320-A Ballantyne Corporate Place, Charlotte, North Carolina 28277.

TABLE OF CONTENTS

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CODE OF BUSINESS CONDUCT

We have adopted a Code of Business Conduct that applies to all our directors, officers, and employees, including our chief executive officer and senior financial and accounting officers. Our Code of Business Conduct requires each director, officer, and employee to avoid conflicts of interest; comply with all laws and other legal requirements; conduct business in an honest and ethical manner; and otherwise act with integrity and in the best interest of our Company and our stockholders. In addition, our Code of Business Conduct acknowledges special ethical obligations for financial reporting. We maintain a current copy of our Code of Business Conduct, and we will promptly post any amendments to or waivers of our Code of Business Conduct regarding our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance—Commitment to Compliance.”

CORPORATE GOVERNANCE GUIDELINES

As part of its ongoing commitment to good corporate governance, the Board has codified its corporate governance practices into a set of Corporate Governance Guidelines. These guidelines assist the Board in the exercise of its responsibilities and may be amended by the Board from time to time. Our Corporate Governance Guidelines comply with the applicable requirements of the listing standards of the NYSE and are available on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance”.

CODE OF BUSINESS CONDUCT

We have adopted a Code of Business Conduct that applies to all our directors, officers, and employees, including our CEO and senior financial and accounting officers. Our Code of Business Conduct requires each director, officer, and employee to avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in the best interest of our company and our stockholders. In addition, our Code of Business Conduct acknowledges special ethical obligations for financial reporting. The Code of Business Conduct also meets the requirements of a code of business conduct and ethics under the listing standards of the NYSE and the requirement of a “Code of Ethics” as defined in the rules of the SEC. We maintain a current copy of our Code of Business Conduct, and will promptly post any amendments to or waivers of our Code of Business Conduct regarding our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance—Commitment to Compliance”.Governance.”

DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines require that a substantial majority of the Board meet the independence requirements of the listing standards of the NYSE. OurNew York Stock Exchange (“NYSE”). At least annually, our Board reviews at least annually, whether each of our directors is independent. The Board has adopted categorical Independence Standards to help guide it in this process. Our Independence Standards are available on our website (www.spx.com), under the heading “Investor Relations—Corporate Governance”. Members of the Audit Committee, Compensation Committee, and Nominating and Governance Committee must meet all applicable independence tests of the NYSE and SEC.Governance.” Based on its most recent annual review, the Board has concluded that Mr.Patrick J. O’Leary, Mr.Ricky D. Puckett, Mr.David A. Roberts, Dr.Ruth G. Shaw, Robert B. Toth, and Ms.Tana L. Utley are independent, as defined in our Independence Standards and the listing standards of the NYSE. The Board has concluded that Mr.Eugene J. Lowe, SPX’s President and Mr. Kearney areChief Executive Officer (“CEO”), is not independent as defined in our Independence Standards and the listing standards of the NYSE.

Thenon-employee members of the Board meet regularly in executive session without management. In addition, thenon-employee members of the Board meet in executive session on a regular basis with the CEO and such other management as the Board deems appropriate on a regular basis.appropriate.

CHARITABLE CONTRIBUTIONS

It is the policy of the Board that no officer or director shall solicit contributions for charities from other officers or directors or directly from SPX if the director or officer soliciting the contributions personally controls the charity. In addition, no officer or director shall solicit contributions from other officers or directors for charities controlled by SPX.

From time to time, SPX may make contributions to charitable organizations for which a member of our Board or one of our executive officers serves as a director or officer. In the past three fiscal years, however, the amount of any of these contributions in any single fiscal year has not exceeded the greater of (a)(1) $1 million or (b)(2) 2% of the charitable organization’s consolidated gross revenues.

RISK OVERSIGHT

The Board exercises overall risk oversightgovernance at SPX. Committees takeSPX, with committees taking the lead in discrete areas of risk oversight when appropriate.oversight. For example, the Audit Committee is primarily responsible for risk oversight relating to financial statements,statements; the Compensation Committee is primarily responsible for risk oversight relating to executive compensation,compensation; and the Nominating and Governance Committee is primarily responsible for risk oversight relating to corporate governance. Committees report to the Board on risk management matters.

Management presents to the BoardAudit Committee its view of the topprincipal risks facing SPX in a dedicated “enterprise risk management” presentation at least once a year. Matters such as risk tolerance and management of risk are also discussed at

this meeting. Further, management periodically reviews with the Audit Committee our major risk exposures, identified through the enterprise risk management process, as well as the steps management has taken to monitor and control such exposures.

 

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this meeting. In addition, risk isthe Board explicitly addressedaddresses risk in a wide range of Board discussions, including those relating to segment or business unit activities,activities; specific corporate functions (such as treasury, intellectual property, tax, capital allocation, legal, etc.), cybersecurity,; cybersecurity; and consideration of extraordinary transactions. As part ofIn addition to the Board’s active role in these discussions, our directors ask questions, offer insights, and challenge management to continually improve its risk assessment and management. Thethe Board has full access to management, as well as the ability to engage advisors, in order to assist it in its risk oversight role.

We conduct an annualin-depth review of the risks associated with our incentive-based agreements and practices. In 2015,2017, we again determined that the risks wereassociated with these arrangements are appropriate.

See “Risk Analysis,” on page 34,30, for further discussion.

STRATEGIC PLANNING

Our Board meets regularly to discuss the strategic direction and the issues and opportunities facing our Company. Our Board has been instrumental in determining our next steps as we pivot towards growth with a focus on strengthening our current complement of businesses.

Furthermore, in setting our business strategy, the Board plays a critical role in determining the types and appropriate levels of risk undertaken by the Company.

COMMUNICATIONS WITH DIRECTORS

Interested parties may communicate with any of ournon-employee directors by writing to the director in care of our Corporate Secretary at our address shown on the front cover of this Proxy Statement. In accordance with the policy adopted by ournon-employee directors, our Corporate Secretary will promptly relay to the addressee all communications that he determines require prompt attention by anon-employee director and will regularly provide thenon-employee directors with a summary of all substantive communications.

BOARDDIRECTOR NOMINEES, QUALIFICATIONS, AND DIVERSITY

The Nominating and Governance Committee is responsible for proposing director nominees and will consider director nominee recommendations offered by stockholders in accordance with ourBy-laws.The Nominating and Governance Committee selects individuals as director nominees based on their businessthe following:

Neither the Board nor the Nominating and Governance Committee has set minimum requirements with respect to age, education, or years of business experience or set specifichas specified required skill sets for directors, but each does require each director to have a proven record of success and leadership. The Nominating and Governance Committee seeks to structure the Board suchso that it consists of a diverse group of individuals, each with a unique combination of skills, experience, and background. The Nominating and Governance Committee has no set diversity policy or targets, but places what it believes to

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be appropriate emphasis on certain skills, experience, orand background that it determines addsadd or would add value to our Board. Knowledge of our industryindustries and strategic perspective, as well as financial expertise and experience on other boards, are examples of attributes that our Board and the Nominating and Governance Committee consider to be key. The Nominating and Governance Committee also considers effective interaction among Board members and between the Board and management to be crucial factors in considering individuals for nomination.

We believe that each director should bring a wealth of experience, talent, and diverse perspective that, individually and in the aggregate, adds value to our Company. As our Corporate Governance Guidelines state, our Nominating and Governance Committee, and ultimately our Board, selects individuals as director nominees based on the totality of their business and professional accomplishments, integrity, demonstrated ability to make independent analytical inquiries, ability to understand our business, absence of conflicts of interest, and willingness to devote the necessary time to Board duties. For a better understanding of the qualifications of each of our directors, we encourage you to read their biographies, beginning on page 14 of this Proxy Statement, as well as other publicly available documents discussing their careers and experiences.

DIRECTOR NOMINEES

The Nominating and Governance Committee considers the criteria listed above at least each time the director is responsiblere-nominated for proposing director nominees and will consider director nominee recommendations offered by stockholders in accordance with our by-laws.

Board membership. At such times as the Board and the Nominating and Governance Committee determine there is a need to add or replace a director, the Nominating and Governance Committee identifies director candidates through references from its members, other directors, management, or outside search firms, if appropriate.

In considering individuals for nomination, the Nominating and Governance Committee consults with our Chairman and our President and CEO. A director’s qualifications in meeting the criteria discussed above under “Board Qualifications and Diversity” are considered at least each time the director is re-nominated for Board membership. The Nominating and Governance Committee applies the same process and standards to the evaluation of each potential director nominee, regardless of whether he or she is recommended by one or more stockholders or is identified by some other method.

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Any stockholder who wishes to recommend an individual for consideration by the Nominating and Governance Committee should provide written notice of the recommendation to our Corporate Secretary at our address on the cover of this Proxy Statement. Such notice must be accompanied by certain disclosures, including written information about the recommended nominee’s business experience and background, and documentation required under ourBy-laws for stockholder nominations of directors, as well as a consent in writing signed by the recommended nominee that he or she is willing to be considered as a nominee and, if nominated and elected, that he or she will serve as a director. In addition, any director nominee must provide information we may reasonably request in order for us to determine the eligibility of such nominee to serve as an independent director.

Once the Nominating and Governance Committee identifies a director candidate, directors and members of management interview the candidate. Following that process, the Nominating and Governance Committee and the Board determine whether to nominate the candidate for election at an annual meeting of stockholders or, if applicable, to appoint the candidate as a director. Any such nomination or appointment is subject to acceptance by the candidate. Our by-lawsBy-laws require that any director appointed to the Board other than at an annual meeting of stockholders be submitted for election by our stockholders at the next annual meeting.

At this Annual Meeting you will be asked to elect six directors, five of whom are non-employee directors appointed to fill vacancies created in connection with the Spin-Off. In accordance with the above described process, the Nominating and Governance Committee identified director candidates through references from directors, management, and an outside search firm. Mr. O’Leary was identified through references from management; Mr. Puckett was identified through a reference from a then non-employee director; Mr. Roberts was identified through a reference from our then Chairman, President and CEO; Dr. Shaw was identified through a reference from our then Chairman, President and CEO; and Ms. Utley was identified through an outside search firm.

If you wish to recommend a nominee for director for the 2017 Annual Meeting, our Corporate Secretary must receive your written nomination on or before January 24, 2017. You should submit your proposal to our Corporate Secretary at our address on the cover of this Proxy Statement. As detailed in our by-laws, for a nomination to be properly brought before an annual meeting, your notice of nomination must include: (1) your name and address, as well as the name and address of any beneficial owner of the shares, and the name and address of the nominee; (2) the class and number of shares of SPX stock owned beneficially and of record by you and any beneficial owner as of the date of the notice (which information must be supplemented as of the record date); (3) a description of certain agreements, arrangements, or understandings entered into by you or any beneficial owner with respect to the shares (which information must be supplemented as of the record date); (4) a statement that you are a record holder of SPX shares entitled to vote at the meeting and that you plan to appear in person or by proxy at the meeting to make the nomination; (5) a description of all arrangements or understandings between you and any other persons pursuant to which you are making the nomination; (6) any other information regarding you, any beneficial owner, or the nominee that the rules of the SEC require to be included in a proxy statement; (7) the nominee’s agreement to serve as a director if elected; and (8) a statement as to whether each nominee, if elected, intends to tender, promptly following his or her election or re-election, an irrevocable resignation effective upon his or her failure to receive the required vote for re-election at the next meeting at which he or she would face re-election and the acceptance of such resignation by the Board, in accordance with our Corporate Governance Guidelines. In addition, any director nominee must provide information we may reasonably request in order for us to determine the eligibility of such nominee to serve as an independent director.

DIRECTOR ELECTION

In uncontested elections, we elect directors by majority vote. Under this majority votevoting standard, each director must be elected by a majority of the votes cast with respect to that director, meaning that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. In a contested election, directors are elected by a plurality of the votes represented in person or by proxy at the meeting. An election is contested if the number of nominees exceeds the number of directors to be elected. Whether or not an election is contested is determined ten days in advance of the date we file our definitive proxy statement with the SEC.Securities and Exchange Commission (“SEC”). This year’s election is uncontested. Accordingly, the majority vote standard will apply.

If a nominee already serving as a director is not elected at an annual meeting, then the law of the State of Delaware (SPX’s Statestate of organization) law provides that the director will continue to serve on the Board as a “holdover director” until his or her successor is elected. Our Nominating and Governance Committee, however, has established procedures requiring directors to tender to the Board advance resignations. As set forth in our Corporate Governance Guidelines, the Board will nominate for election orre-election as a director only those candidates who agree to tender, promptly following each annual meeting of stockholders at which they are elected orre-elected as a director, irrevocable resignations that will be effective only if (1) the director fails to receive a sufficient number of votes forre-election at the next annual meeting of stockholders at which he or she facesre-election, and (2) the Board accepts the resignation. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with this provision.

In the event a resignation is triggered as a result of a directordirector’s not receiving a majority vote, the Nominating and Governance Committee will consider the resignation and make a recommendation to the Board on whether to accept or reject it, or whether other action should be taken. The Board will consider the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it in a Current Report on Form8-K filed with the SEC within 90 days from the date of certification of the election results.

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decision and the rationale behind it in a Current Report on Form 8-K filed with the SEC within 90 days from the date of the certification of the election results. At the 2015 Annual Meeting, each director standing for election received a majority of the votes cast for his or her election.

ATTENDANCE AT ANNUAL MEETING

It is our policy to invite all members of our Board to attend our Annual Meeting. While their attendance is not required, each of our directors serving at the time of our last Annual Meeting attended that meeting. We anticipate all our directors will attend the 2016 Annual Meeting.

INDEPENDENT COMPENSATION CONSULTANT

The Compensation Committee has retained Pearl Meyer as its sole independent compensation consultant. Pearl Meyer does not provide any services to our Company other than advice to and services for the Compensation Committee relating to compensation of all executives and the Nominating and Governance Committee relating to compensation of ournon-employee directors. The independent compensation consultant may provide other consulting services to SPX, with approval from the Compensation Committee or the Nominating and Governance Committee. The Compensation Committee reviews services provided by its independent compensation consultant on at least an annual basis.

The independent compensation consultant:

The Compensation Committee has directed the independent compensation consultant to collaborate with management, including our human resources function, to obtain data, clarify information, and review preliminary recommendations prior to the time they are shared with the relevant committee.

The Compensation Committee has considered the independence of Pearl Meyer in light of SEC rules, and NYSE listing standards.standards, and the requirements of the Compensation Committee charter. The Compensation Committee requested and received a letter from Pearl Meyer addressing relationships with and the independence of Pearl Meyer and the Pearl Meyer senior advisor involved in the engagement, includingengagement. In addition to this information, the Compensation Committee noted the following factors: (1) other services provided to us; (2) fees paid by us as a percentage of Pearl Meyer’s total revenue; (3) policies or procedures maintained by Pearl Meyer that are designed to prevent a conflict of interest; (4) any business or personal relationships between the senior advisor and a member of the Compensation Committee; (5) any SPX stock owned by the senior advisor; and (6) any business or personal relationships between our executive officers and the senior advisor. The Compensation Committee discussed these considerations and concluded that the work performed by Pearl Meyer and Pearl Meyer’s senior advisor involved in the engagement did not raise any conflict of interest and that Pearl Meyer provides objective and competent advice. The following protocols are designed to help ensure objectivity:

The Compensation Committee concluded that the work performed by Pearl Meyer and Pearl Meyer’s senior advisor involved in the engagement did not raise any conflict of interest and that each was independent.

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CONSIDERATION OF RELATED-PARTY TRANSACTIONS

Pursuant to its charter and a written related-party policy, the Audit Committee is charged with reviewing and approving any related-party transactions. A related-party transaction is a transaction involving SPX and any of the following persons: a director, director nominee, or executive officer of SPX; a holder of more than 5% of SPX common stock; or an immediate family member or person sharing the household of any of these persons. When considering a transaction, the Audit Committee is required to review all relevant factors, including whether the transaction is in the best interest of our company,Company; our Company’s rationale for entering into the transaction,transaction; alternatives to the transaction,transaction; whether the transaction is on terms at least as fair to our Company as would be the case were the transaction entered into with a third party,party; potential for an actual or apparent conflict of interest,interest; and the extent of the related party’s interest in the transaction. Our legal staff is primarily responsible for the development and implementation of procedures and controls to obtain information from our directors and officers relating to related-party transactions and then determining, based on the facts and circumstances, whether we or a related party has a direct or indirect material interest in the transaction.

In the course of the Board’s determination regarding the independence of each of the non-employee directors, the Nominating and Governance Committee and Audit Committee considered any relevant transactions, relationships, or arrangements. Except as set forth below, no member of our Board or management was aware of any transactions that would be required to be disclosed in this section.

Agreement with pre-Spin-Off NEO

In connection with his relocation to Charlotte, North Carolina, in 2002, we made an interest-free loan to Mr. Foreman, as described in “Compensation Discussion and Analysis—2015 Program Design and Decisions—Other Benefits and Perquisites,” on page 32.

Agreements with FLOW

In connection with the Spin-Off, SPX entered into agreements with FLOW that govern our relationship and provide for an orderly transition of FLOW into an independent, publicly-owned company. Following the Spin-Off, SPX and FLOW operate independently. Following is a summary of the terms of these material agreements. Please see the full agreements, filed as exhibits to our periodic reports with the SEC, for additional detail.

Separation and Distribution Agreement

SPX entered into a Separation and Distribution Agreement with FLOW that set forth the principal actions to be taken in connection with the Spin-Off, including the internal reorganization. It also set forth other agreements that govern certain aspects of the parties’ relationship following the Spin-Off.

Transfer of Assets and Assumption of Liabilities. The Separation and Distribution Agreement identifies certain assets transferred and liabilities assumed in advance of FLOW’s separation so that generally each company retained the assets of, and the liabilities associated with, its respective businesses. To the extent that any such transfer of assets or assumption of liabilities contemplated by the Separation and Distribution Agreement was not consummated at or prior to the distribution, the parties will cooperate to effect such transfer or assumption as promptly following the distribution as practicable. If any such transfer of assets or assumption of liabilities were consummated at or prior to the distribution, then the party retaining such asset or liability agreed to take such actions as reasonably requested by the party to which such asset or liability is to be transferred or assumed in order to place such party, insofar as reasonably possible, in the same position as if such asset or liability had been transferred or assumed as contemplated by the Separation and Distribution Agreement.

Cash Adjustments. Pursuant to the Separation and Distribution Agreement, we contributed to FLOW an amount of cash and cash equivalents, so that, as of the distribution, FLOW had, in the aggregate, an amount of cash and cash equivalents of at least $200 million.

The Distribution. The Separation and Distribution Agreement governs the rights and obligations of the parties regarding the distribution and certain actions that occurred prior to the distribution, such as the reorganization, the adoption of the amended and restated articles of incorporation and amended and restated by-laws, and the election of officers and directors. Pursuant to this agreement, as consideration for the transfer to FLOW of the assets that related to its businesses, FLOW issued to us (1) such number of shares of its common stock required in order for us to effect the distribution and (2) physical evidence of FLOW’s indebtedness under the 2017 Notes (the “Global Note”). We (a) caused our agent to distribute all issued and outstanding shares of FLOW common stock to our stockholders as of the record date, and (b) exchanged the Global Note for physical evidence of indebtedness under the Global Note.

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Release of Claims. The parties agreed to broad releases under which we each released the other company and its wholly-owned subsidiaries and affiliates, and its respective stockholders, directors, officers, agents and employees (in their respective capacities as such) from any and all liabilities existing or arising from any acts or events occurring or failing to occur or any conditions existing at or prior to the distribution. These releases are subject to certain exceptions set forth in the Separation and Distribution Agreement.

Indemnification. The parties indemnified each other against certain liabilities in connection with the Spin-Off and our respective businesses and other matters specified in the Separation and Distribution Agreement. The Separation and Distribution Agreement specifies procedures with respect to claims subject to indemnification and related matters.

Insurance. The Separation and Distribution Agreement provides for the allocation between the parties of rights and obligations under existing insurance policies and sets forth procedures for the administration of insured claims. In addition, the Separation and Distribution Agreement allocates between the parties the right to proceeds and obligations to incur certain deductibles under certain insurance policies.

Dispute Resolution. In the event of any dispute arising out of the Separation and Distribution Agreement, the general counsels of the parties and such other representatives as the parties designate will negotiate to resolve the dispute. If the parties are unable to resolve the dispute in this manner within 60 days, then at the request of either party, the dispute will be resolved through binding arbitration.

Tax Matters Agreement

The Tax Matters Agreement governs the parties’ respective rights, responsibilities, and obligations with respect to taxes, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and assistance and cooperation in respect of tax matters. Under the Tax Matters Agreement, we are generally responsible for all U.S. federal and state income taxes incurred through the effective time of the distribution, and the parties will each generally be responsible for any other taxes attributable to their businesses.

Under the Tax Matters Agreement, certain special rules and indemnities would apply in the event the Spin-Off were not tax-free. FLOW agreed in the Tax Matters Agreement (i) generally not to enter into certain transactions that could cause the Spin-Off to be taxable, and (ii) to indemnify SPX for any tax liabilities resulting from such a transaction. For example, during the two-year period following the distribution, among other restrictions, FLOW may not, subject to certain exceptions, enter into or authorize: (1) any transaction resulting in an acquisition of its stock or assets beyond certain thresholds; (2) any merger, consolidation, or liquidation; (3) any issuances of equity securities beyond certain thresholds; or (4) any repurchases of SPX common stock beyond certain thresholds. FLOW’s indemnification obligations to us under the Tax Matters Agreement will not be limited in amount or subject to any cap. In addition, under certain circumstances, if the Spin-Off becomes taxable to us, FLOW may be required to make payments to us in respect of any resulting tax benefits to FLOW, if, as and when such benefits are realized.

The covenants and obligations under the Tax Matters Agreement may discourage, delay or prevent a change of control otherwise considered favorable. Though valid as between the parties, the Tax Matters Agreement is not binding on the IRS.

Employee Matters Agreement

The parties entered into an Employee Matters Agreement governing the allocation of employees to FLOW and obligations and responsibilities regarding compensation, benefits, and labor matters. Under the Employee Matters Agreement, the parties allocated all employees of SPX and our affiliates immediately before the Spin-Off among the parties based upon whether each employee’s employment duties before the Spin-Off relate to SPX’s business or FLOW’s business and upon various other factors as applicable.

The Employee Matters Agreement provides that, unless otherwise specified, we are responsible for liabilities associated with our current employees and all our pre-Spin-Off employees up to the time of the Spin-Off, and FLOW is responsible for liabilities associated with its employees.

The Employee Matters Agreement also includes provisions regarding cooperation between the parties on matters relating to employees and employee benefits and other administrative provisions.

The Employee Matters Agreement also provides for the mechanics for the conversion, adjustment, cancellation, or replacement of equity awards granted under SPX equity plans. For more information about the treatment of outstanding stock options and unvested equity awards, see the Employee Matters Agreement, filed as an exhibit to our periodic reports with the SEC.

6		2016 PROXY STATEMENT

CORPORATE GOVERNANCE

Transition Services Agreement

The parties entered into a Transition Services Agreement, under which each party will provide the other with certain services to help ensure an orderly transition following the Spin-Off.

The services we provide to FLOW include information technology, human resources, finance and financial reporting, and other administrative services. The services we receive from FLOW include information technology, human resources, finance and financial reporting, tax compliance, facility access, and other administrative services. The charge for these services will be intended to allow the relevant party to recover the direct and indirect costs incurred in providing such services, in a manner generally consistent with past practice. The Transition Services Agreement contains customary mutual indemnification provisions.

The Transition Services Agreement generally provides for a term of services starting at the Spin-Off and continuing for a period of up to 12 months following the Spin-Off. Other than with respect to certain fixed-term pass-through services, a party may terminate any transition services it is receiving upon 30 days’ prior notice to the other party. Any extension or renewal of the Transition Services Agreement or the services provided thereunder would require mutual agreement of the parties.

Trademark License Agreement

We have transferred all our rights to use the green “X” SPX logo and trademark to FLOW as well as certain know-how used in the conduct of its business. The parties entered into a Trademark License Agreement pursuant to which we received a royalty-free exclusive license to use certain names, licensees, and trademarks in our business. We will have up to 18 months after the distribution date to cease use of the green “X” SPX logo in our business. We may continue to use ‘‘SPX’’ in our marketing materials for three years and will have a perpetual license to use the name ‘‘SPX’’ in our corporate name and in the name of our subsidiaries. We will have the right to use the current SPX buildmark, as approved by FLOW, for up to 20 years with the right of automatic renewal.

BOARD LEADERSHIP STRUCTURE

Our governance documents provide the Board with flexibility to select the leadership structure that is most appropriate for the Company and its stockholders in consideration of then-current circumstances. The Board regularly evaluates the Company’s leadership structure and has concluded that the Company and its stockholders are best served by not having a formal policy regarding whether the same individual should serve as both Chairman of the Board and CEO. This approach allows the Board to elect the most qualified Directordirector as Chairman of the Board while also maintaining the ability to separate the Chairman of the Board and CEO roles when necessary or appropriate. For example, as of September 26, 2015, we separated the positions of Chairman of the Board and CEO in light of the fact that our then-elected CEO was both new to the role and had not previously served on a public company board of directors.

Currently, Eugene J. Lowe, III, serves as our President and CEO, a position he has held since September 26, 2015. In this role, Mr. Lowe is responsible for managing theday-to-day operations of the Company and for planning, formulating, and coordinating the development and execution of our corporate strategy, policies, goals, and objectives. Mr. Lowe is accountable for Company performance and reports directly to the Board.

EffectiveSince September 26, 2015, Patrick J. O’Leary was appointed to servehas served as ournon-employee Chairman of the Board. In this role, Mr. O’Leary’s responsibilities include the following:

		2016 PROXY STATEMENT		7

CORPORATE GOVERNANCE

InOur Corporate Governance Guidelines provide that in the event the Board determines that the same individual should again serve as both Chairman of the Board and CEO, the Board will establishappoint an independent director to serve as Lead Director position.Director. In this case,that circumstance, the Lead Director would be elected by and fromserve as the independent directors and have clearly delineated duties. These duties, as set forth in our Corporate Governance Guidelines, would include acting as principal liaison between the independent directors and the Chairman and CEO, chairingCEO; chair meetings of independent directors, developingnon-employee directors; develop the Board’s agendasagenda in collaboration with the Chairman and CEO,CEO; and reviewingreview and advisingadvise on the quality of the information provided to the Board.

The small size of our Board and the relationship between management andnon-employee directors putsput each director in a position to influence agendas, the flow of information, and other matters. Ournon-employee directors meet regularly in private session, without management, as part of our Board meetings and can also call additional meetings of thenon-employee directors at their discretion.

		2018 PROXY STATEMENT		5

CORPORATE GOVERNANCE

The Board believes that its current leadership structure provides an appropriate balance among strategy development, operational execution, and independent oversight, and that this structure is thereforecurrently in the best interests of the Company and its stockholders.

BOARD COMMITTEES

The Board met 11six times during 2015.in 2017. The Board currently has a standing Audit Committee, Compensation Committee, and Nominating and Governance Committee. Each director attended at least 75% of the meetings of the Board and of the committees on which he or she served in 2015.2017. Each committee has adopted a charter that specifies the composition and responsibilities of the committee. Each committee charter is posted on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance”.Governance—Board Committees.”

The table below provides membership and 20152017 meeting information following the Spin-Off for each of the Board Committees.

Current Directors		Audit Committee		Compensation Committee		Nominating and Governance Committee
Ricky D. Puckett		Chair		X		X
David A. Roberts		X		Chair		X
Ruth G. Shaw		X		X		Chair
Tana L. Utley		X
Number of Meetings		2		5		2

The table below provides membership and 2015 meeting information prior to the Spin-Off for each of the Board committees.

 

Former Directors		Audit Committee		Compensation Committee		Nominating and Governance Committee
Anne K. Altman		X
Patrick D. Campbell		X				X
Emerson U. Fullwood		X		X		Chair
Robert F. Hull, Jr.		X				X
Terry S. Lisenby		Chair		X
Michael J. Mancuso		X		Chair		X
David V. Singer		X		X
Number of Meetings		7		7		5(a)

Directors		Audit Committee		Compensation Committee		Nominating and Governance Committee
Ricky D. Puckett		Chair		X		X
David A. Roberts		X		Chair		X
Ruth G. Shaw		X		X		Chair
Robert B. Toth*				X
Tana L. Utley		X
Number of Meetings		5		5		5

(a)*	The NominatingMr. Toth joined the Board and GovernanceCompensation Committee also had one sub-committee meeting in addition to the five full committee meetings.effective July 1, 2017.

8		2016 PROXY STATEMENT

---

CORPORATE GOVERNANCE

AUDIT COMMITTEE

Membership:Membership

The Board has determined that each member of the Audit Committee is independent in accordance with our Audit Committee charter, Corporate Governance Guidelines, and Independence Standards, as well as with the rules of the SEC and the listing standards of the NYSE. In addition, the Board has determined that each member of the Audit Committee has a working familiarity with basic finance and accounting practices, including the ability to read and understand financial statements. Finally, the Board has determined that Mr. Puckett (serving currently and as of the Spin-Off) and Mr. Lisenby and Mr. Mancuso (serving up to the Spin-Off) each is an “audit committee financial expert” under the rules of the SEC and each has accounting and/or related financial management expertise, as required by the listing standards of the NYSE.

Function:Function

The Audit Committee is responsible for ensuring the integrity of the financial information reported by our company.Company. The Audit Committee appoints the independent registered public accounting firm, approves the scope of audits performed by it and by the internal audit staff, and reviews the results of those audits. The Audit Committee also meets with management, the Company’s independent registered public accounting firm, and the internal audit staff to review audit andnon-audit results, as well as financial, cybersecurity, accounting, compliance, and internal control matters. In addition, the Board has delegated oversight of the Company’s enterprise risk management program to the Audit Committee.

Additional information on the Audit Committee and its activities is set forth in the “Audit Committee Report” on page 53.43.

COMPENSATION COMMITTEE

Membership:Membership

The Board has determined that each member of the Compensation Committee is independent in accordance with our Compensation Committee Charter, Corporate Governance Guidelines, and Independence Standards, as well as with the rules of the SEC and the listing standards of the NYSE. In addition, the Board has determined that each member of the Compensation Committee meets the “outside director” and “non-employee“non-employee director” requirements as defined, respectively, under grandfathered provisions of Section 162(m) of the Internal Revenue Code and Section 16 under the Securities Exchange Act of 1934, as amended.

6		2018 PROXY STATEMENT

CORPORATE GOVERNANCE

Function:Function

The Compensation Committee sets the compensation for our executive officers, including agreements with our executive officers, equity grants, and other awards;awards, and makes recommendations to the Board on these same matters for our CEO. The Compensation Committee receives input regarding compensation for our executive officers, including proposed compensation, from its independent compensation consultant, as well as from our CEO for his direct reports. The Compensation Committee previouslyhas delegated to our CEO the authority to issue up to an aggregateone-time grants of 75,000 restricted shares or restricted stock units annually to persons other than Section 16 officers. In 2016, the Compensation Committee revised this delegation to our CEO and granted authority for the CEO to issue up to $50,000 per individual and $250,000 in the aggregate worth of equity grants annually tonon-officer employees.

The Compensation Committee has the authority under its charter to retain, terminate, and set fees and retention terms for suchits independent compensation consultant or such other outside advisors as it deems necessary or appropriate in its sole discretion. The Compensation Committee reviews outside advisorsconsultants and consultantsadvisors on at least an annual basis to determine objectivity and review performance, including a review of the total fees paid to such advisors or consultants.consultants and advisors. The Compensation Committee has retained Pearl Meyer as its independent compensation consultant.

Additional information on the Compensation Committee, its activities, and its relationship with its independent compensation consultant, and on management’s role in setting compensation, is set forth in “Compensation Discussion and Analysis,” beginning on page 22,18, and “Corporate Governance—Independent Compensation Consultant,” beginning on page 4.

		2016 PROXY STATEMENT		9

CORPORATE GOVERNANCE

NOMINATING AND GOVERNANCE COMMITTEE

Membership:Membership

The Board has determined that each member of the Nominating and Governance Committee is independent in accordance with our Nominating and Governance Committee Charter, Corporate Governance Guidelines, and Independence Standards, as well as with the rules of the SEC and the listing standards of the NYSE.

Function:Function

The Nominating and Governance Committee assists the Board in identifying qualified individuals to become Board members and by recommending director nominees to the Board the director nominees;Board; develops and recommends to the Board our Corporate Governance Guidelines; leads the Board in its annual review of the Board’s performance; and makes recommendations to the Board regarding the compensation ofnon-employee directors; directors and makes recommendations to the Board with respect to the assignment of individual directors to various committees. The Nominating and Governance Committee also approves equity awards fornon-employee directors, subject to Board approval.

		10   2018 PROXY STATEMENT		2016 PROXY STATEMENT		7

DIRECTOR COMPENSATION

Annual Compensation

Our director compensation program includes the following compensation opportunities effective as of the Spin-Off for ournon-employee directors:

Annual Retainer of Cash		$	75,000
Annual Equity Grant of Time-Vested Restricted Stock		$	130,000
Additional Fees:
Chairman of the Board		$	125,000
Audit Committee Chair		$	20,000
Compensation Committee Chair		$	15,000
Nominating and Governance Committee Chair		$	10,000

Annual Retainer of Cash		$	75,000
Annual Equity Grant of Restricted Stock Units		$	130,000
Additional Fees:
Chairman of the Board		$	125,000
Audit Committee Chair		$	20,000
Compensation Committee Chair		$	15,000
Nominating and Governance Committee Chair		$	10,000

As of January 1, 2016, weWe pay the annual retainer and any applicable additional fees to ournon-employee directors in equal quarterly installments, paid in arrears. The cash portion of compensation for a director who has a partial quarter of service (due to joining or leaving the Board, or beginning or ending service as Chairman or a Committee Chair, during the quarter) ispro-rated. We do not pay meeting fees or additional compensation to directors for special meetings.

The annual equity grant is provided by grants of restricted stock units (“RSU”) under the SPX Corporation 2006Non-Employee Directors’ Stock Incentive Plan (the “2006 Directors’ Plan”) and the SPX Corporation 2002 Stock Compensation Plan (the “2002 Stock Plan”). We award sharesRSUs to ournon-employee directors based on the grant date value of the award (calculated by dividing the $130,000 annual equity retainer by the closing price of the Company’s stock on the date of grant),. The RSU award is granted on the date of our Annual Meeting which shares vestand vests the day before the following Annual Meeting, and vestingannual meeting. Vesting is subject to the director’s continued service on our Board as of the date of that meeting.through such vesting date. The annual equity grant for a director who has a partial year of service (due to joining the Board during the year) ispro-rated.

Any cash dividends paid with respectOurnon-employee directors have the option to sharesdefer settlement and payout of unvested restricted stock are depositedsuch RSU grants that vest until six months after separating from service on our Board (or, if earlier, a Change in Control as defined in the director’s name2002 Stock Plan). Anon-employee director must generally make such deferral election in an escrow or similar account maintained by SPX for that purpose. These dividends are subjectthe year prior to the same restrictions as the shares of restricted stock to which they relate and are payable only upon vestinggrant of the underlying stock. RSU award.

We do not currently pay dividends.dividends, or with respect to the RSUs, dividend equivalents.

Directors who are SPX employees receive no compensation for their service as directors.

The Nominating and Governance Committee reviewsnon-employee director compensation from time to time and makes recommendations to the Board. The Nominating and Governance Committee compares ournon-employee director compensation to our peer companies and consults with our independent compensation consultant when reviewing compensation type and structure.

2017 COMPENSATION CHANGES IN 2015

As of the Spin-Off, in 2015, our current non-employee directors each received payments for the annual retainer and any applicable additional fees with annualized values as listed above, pro-rated for his or her period of service beginning as of the Spin-Off, which was the date they each became a non-employee director of the Company. In addition, each received restricted stock of the Company with an annualized value of $130,000, pro-rated for service from the Spin-Off until the Annual Meeting, which vests the day before the Annual Meeting, subject to the director’s continued service onMr. Toth joined our Board as of the date of the meeting. anon-employee director effective July 1, 2017 and receivedpro-rated annual compensation as described above.

Mr. Lowe, our President and Chief Executive Officer,CEO, received no compensation for his service as a director.

Prior to the Spin-Off, in 2015, the annual retainer was $90,000 and the annual equity grant was $130,000, with additional fees in an amount of $25,000 for service as Lead Director; $20,000 for service as Audit Committee Chair; $15,000 for service as Compensation Committee Chair; and $10,000 for service as Nominating and Governance Committee Chair. We added fees for service as Committee Chairs in 2015 in recognition of the additional workload borne by the directors serving in these roles. The annual retainer and Lead Director fee remain unchanged from 2014 through the Spin-Off. As of the Spin-Off, we reduced the annual retainer as listed above to align non-employee director compensation to our new peer group. The former non-employee directors each received payments for the annual retainer and applicable additional fees, pro-rated for his or her period of service up to the Spin-Off, which was the date they each ceased to be a director of the Company. In addition, each received restricted stock of the Company granted at the 2015 Annual Meeting, which vested immediately prior to the Spin-Off. These shares were initially scheduled to vest on the day before our 2016 Annual Meeting.

		2016 PROXY STATEMENT		11

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DIRECTOR COMPENSATION

Mr. Kearney did not receive compensation as a director during his service as our Chairman, President and CEO prior to the Spin-Off. Since the Spin-Off, Mr. Kearney is no longer our Chairman, President or CEO, but remains a director on our Board and is compensated under the same terms as our other non-employee directors. Mr. Kearney’s non-employee director compensation for 2015 was pro-rated for that portion of the year when he was no longer an employee of the Company.

OTHER BENEFITS

Matching Gifts Program

In 2015, the SPX Foundation madeWe will make matching donations for qualified charitable contributions for any director up to a total of $20,000$10,000 per annum. This practice was suspended as of June 30, 2015, and we are evaluating whether to implement a new program going forward.year.

Travel Reimbursements

We reimbursenon-employee directors for the reasonable expenses of attending Board and committee meetings and for expenses associated with director training and development. From time to time, a director’s spouse may accompany the director to certain business functions, and tax laws may require the incremental costs associated with the spouse’s attendance to be imputed as income to the director as income.director. On occasion, a director’s spouse may accompany a director when he

8		2018 PROXY STATEMENT

DIRECTOR COMPENSATION

or she travels on our corporate aircraft for Board-related business; in such instances, the value of the spouse’s travel is imputed as income to the director (determined under the U.S. Department of Transportation’s standard industry fare level (“SIFL”)).

STOCK OWNERSHIP GUIDELINES

Our Stock Ownership Guidelines are designed to help ensure that our directors are engaged directors withand have interests closely aligned with those of our long-term stockholders. We request that allnon-employee directors achieve holdings in Company stock of three times the annual cash retainer within five years of his or her date of appointment as a director. All of our current directors were in compliance with these requirements as of March 29, 2016, and all our pre-Spin-Off directors were in compliance with these requirements as of the Spin-Off.20, 2018. For additional information on our Stock Ownership Guidelines, see “Stock Ownership Guidelines,” beginning on page 18.

12		2016 PROXY STATEMENT

DIRECTOR COMPENSATION

15.

Director Compensation Table

The following table summarizes the compensation of our directors who served during 2015. The top portion of the table lists our current directors following the Spin-Off. The bottom portion lists our former directors who served prior to the Spin-Off, except Mr. Kearney, who transitioned from Chairman, President and CEO to a non-employee director as of the Spin-Off. Mr. Kearney received no compensation as a director while serving as our Chairman, President and CEO prior to the Spin-Off.2017. Mr. Lowe, our President and CEO, receives no compensation in connection with his service as a director and, accordingly, is omitted from this table. Ms. Wyrsch retired from service on our Board in January 2015, and Mr. Mancuso retired from service on our Board in September 2015. Ms. Altman was appointed to the Board in March 2015.

Current Directors		Fees Earned or Paid in Cash ($)(1)				Stock     Awards     ($)(2)				All Other Compensation ($)				Total     ($)
Christopher J. Kearney		$	32,877			$	83,862			$	—			$	116,739
Patrick J. O’Leary		$	87,671	(a)		$	84,883			$	—			$	172,554
Ricky D. Puckett		$	41,644	(b)		$	84,883			$	—			$	126,527
David A. Roberts		$	39,452	(c)		$	84,883			$	—			$	124,335
Ruth G. Shaw		$	37,260	(d)		$	84,883			$	—			$	122,143
Tana L. Utley		$	32,877			$	84,883			$	—			$	117,760
Former Directors		($)(3)				($)(4)				($)(5)				($)
Anne K. Altman		$	45,000	(a)		$	130,000			$	—			$	175,000
Patrick D. Campbell		$	60,000			$	130,000			$	—			$	190,000
Emerson U. Fullwood		$	83,336	(b)		$	130,000			$	—			$	213,336
Robert E. Hull, Jr.		$	60,000			$	130,000			$	—			$	190,000
Terry S. Lisenby		$	73,332	(c)		$	130,000			$	—			$	203,332
Michael J. Mancuso		$	70,000	(d)		$	130,000			$	1,993			$	201,993
David V. Singer		$	60,000			$	130,000			$	—			$	190,000
Martha B. Wyrsch		$	68,292	(e)		$	—			$	—			$	68,292

Directors		Fees Earned or     Paid in Cash     ($)(1)		Stock         Awards         ($)(2)		All Other     Compensation     ($)(3)		Total         ($)
Patrick J. O’Leary		$200,000(a)		$130,000		$           —		$330,000
Ricky D. Puckett		$  95,000(b)		$130,000		$      6,750		$231,750
David A. Roberts		$  90,000(c)		$130,000		$    10,000		$230,000
Ruth G. Shaw		$  85,000(d)		$130,000		$    10,000		$225,000
Robert B. Toth		$  37,500(e)		$113,260		$           —		$150,760
Tana L. Utley		$  75,000		$130,000		$           —		$205,000

 

(1)	Represents annual retainer of $75,000, pro-rated for service beginning as of the Spin-Off.$75,000. In addition:

 

a.(a)

Mr. O’Leary includes $54,794,O’Leary’s fees include $125,000, representing the pro-rated retaineradditional fee for serving as Chairman of the Board.

 

b.(b)

Mr. Puckett includes $8,767,Puckett’s fees include $20,000, representing the pro-rated retaineradditional fee for serving as Audit Committee Chair.

 

c.(c)

Mr. Roberts includes $6,575,Roberts’s fees include $15,000, representing the pro-rated retaineradditional fee for serving as Compensation Committee Chair.

 

d.(d)

Dr. Shaw includes $4,383,Shaw’s fees include $10,000, representing the pro-rated retaineradditional fee for serving as Nominating and Governance Committee Chair.

(e)

Mr. Toth’s annual retainer ispro-rated for service beginning July 1, 2017.

 

(2)

Stock awards are time-vested awards that vest the day before the next Annual Meetingannual meeting following the grant date. The amounts in the table represent the grant date fair value, based on the closing price of our stock on the grant date. Mr. Kearney’s award was made at a later date than the other directors due to his transition to non-employee director.Toth’s annual equity grant ispro-rated for service beginning July 1, 2017.

 

(3)	Represents annual retainer of $90,000, pro-ratedmatching donations for service until the Spin-Off. In addition:

a.

Ms. Altman received $45,000, representing the pro-rated cash retainer.

b.

Mr. Fullwood includes $16,668, representing the pro-rated retainer for serving as Lead Director; and $6,668, representing the pro-rated retainer for serving as Nominating and Governance Committee Chair.

c.

Mr. Lisenby includes $13,332, representing the pro-rated retainer for serving as Audit Committee Chair.

d.

Mr. Mancuso includes $10,000, representing the pro-rated retainer for serving as Compensation Committee Chair.

e.

Ms. Wyrsch received $68,292 at retirement in lieu of vesting of stock awards.

(4)	Stock awards are time-vested awards that vest at the next Annual Meeting following the grant date. The amounts in the table represent the grant date fair value, based on the closing price of our stock on the grant date. These awards vested upon the Spin-Off of FLOW on September 26, 2015.

There were no shares of unvested restricted stock held by any former director as of December 31, 2015.

(5)	Represents grossed-up amount for personal aircraft usequalified charitable contributions for Mr. MancusoPuckett, Mr. Roberts, and his family.Dr. Shaw.

 

		20162018 PROXY STATEMENT		139

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board currently consists of seven directors. The directors are divided into three classes. There are currently three directors in the first class, two directors in the second class, and two directors in the third class.

At this Annual Meeting, you will be asked to elect threetwo directors to the firstthird class, Dr. Shaw and Mr. Toth. Mr. Lowe, Mr. O’Leary, and Mr. Roberts; two directors to the second class, Mr. Puckett and Ms. Utley; and one director to the third class, Dr. Shaw. Mr. Kearney wasRoberts were elected to the thirdfirst class by our stockholders at our 20152016 Annual Meeting of Stockholders and Mr. Puckett and Ms. Utley were elected to the second class by our stockholders at our 2017 Annual Meeting of Stockholders, and they will continue to serve on the Board as described below.

Each of the director nominees is a current SPX director and, if elected, will serve for the terms as described below until a qualified successor director has been elected or until he or she resigns, retires, or is removed by the stockholders for cause.

Each director nominee has agreed to tender, promptly following his or her election, an irrevocable resignation effective upon his or her failure to receive the required vote forre-election at the next meeting at which he or she would facere-election and the acceptance of such resignation by the Board, in accordance with our Corporate Governance Guidelines.

Your shares will be voted as you specify on the enclosed proxy card.card that accompanies this Proxy Statement. If you do not specify how you want your shares voted, then we will vote them FOR the election of each of Dr. Shaw and Mr. Lowe, Mr. O’Leary, Mr. Roberts, Mr. Puckett, Ms. Utley, and Dr. Shaw.Toth. If unforeseen circumstances (such as death or disability)disability of the nominee) make it necessary for the Board to substitute another person for any of the nominees, then your shares will be voted FOR that other person. The Board does not anticipate that any of the nominees will be unable to serve.

Nominees for Election to Serve Until 20172021 Annual Meeting

Rick Puckett Executive Vice President, CFO, Treasurer, and Chief Administrative Officer of Snyder’s-Lance, Inc. Age:62 Director since:2015 Committees:     •  Audit (Chair)     •  Compensation     •  Nom. & Gov.		PROFESSIONAL HIGHLIGHTS Ricky D. Puckett, 62, has served as Executive Vice President, Chief Financial Officer and Treasurer of Snyder’s-Lance, Inc., a snack foods manufacturer, since December 2010, adding the role of Chief Administrative Officer, with responsibility for Human Resources and Legal, in 2014. Mr. Puckett served as Executive Vice President, Chief Financial Officer and Treasurer of Lance, Inc. from 2006 until its merger with Snyder’s-Lance, Inc. in 2010. Prior to joining Lance, Inc., Mr. Puckett served as Executive Vice President, Chief Financial Officer, Secretary and Treasurer of United Natural Foods, Inc., a wholesale distributor of natural and organic products, from 2005 to 2006, and as Senior Vice President, Chief Financial Officer and Treasurer of United Natural Foods, Inc. from 2003 to 2005. Mr. Puckett is a director and serves as audit committee chair for Whitehorse Finance, Inc., and chairs the board of the North Carolina Blumenthal Performing Arts Center. He is a certified public accountant and received his bachelor’s degree in Accounting and his MBA from the University of Kentucky. SKILLS AND QUALIFICATIONS Mr. Puckett brings extensive accounting and financial experience, including financial strategy and governance to our Board. In addition, he offers a deep understanding of mergers and acquisitions, strategic planning and analysis, commodity risk management, strategic information technology, organizational development, human relations management, and investor relations.

14		2016 PROXY STATEMENT

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Nominees to Serve Until 2018 Annual Meeting

10		20162018 PROXY STATEMENT		15

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Nominees to Serve Until 2019 Annual Meeting

Bob Toth Managing Director at CCMP Capital Advisors, LLC Age: 57 Director since: 2017 Committees:     •  Compensation		PROFESSIONAL HIGHLIGHTS Robert B. Toth, 57, has served as a Managing Director at CCMP Capital Advisors, LLC, a private equity investment firm, since 2016. Prior to joining CCMP, Mr. Toth served as President, Chief Executive Officer and Director from 2005 and, additionally, Chairman of the Board from 2011 of Polypore International, Inc., a high technology filtration products company. Prior to that, Mr. Toth served as Chief Executive Officer, President and Director of CP Kelco ApS, a specialty hydrocolloids producer, from 2001 to 2005. Prior to joining CP Kelco, he spent 19 years at Monsanto Company, and its spinoff company, Solutia Inc. Mr. Toth is currently a director of PQ Corporation, Materion Corporation, and Hayward Industries, Inc. He earned his bachelor degree in Industrial Management from Purdue University and his MBA from the John M. Olin School of Business at Washington University in St. Louis, Missouri. SKILLS AND QUALIFICATIONS Mr. Toth contributes significant insight on mergers and acquisitions and on strategic portfolio management and the strategic and operational issues related thereto. Mr. Toth also brings extensive experience leading companies in the manufacturing sector, including knowledge and skills in senior management, finance, and operations.

		YOUR BOARD OF DIRECTORS         UNANIMOUSLY RECOMMENDS     A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

Directors Continuing to Serve Until 2019 Annual Meeting

Gene Lowe   President and CEO of SPX Corporation Age:48 50 Director since:2015 Committees:     •  noneNone		PROFESSIONAL HIGHLIGHTS   Eugene J. Lowe, III, 48,50, has served as President and Chief Executive Officer of SPX Corporation since September 2015. He was appointed an officer of SPX in 2014 and previously served as Segment President, Thermal Equipment and Services, from 2013 to 2015,2015; President, Global Evaporative Cooling, from 2010 to 2013,2013; and Vice President of Global Business Development and Marketing, Thermal Equipment and Services, from 2008 to 2010. Prior to joining SPX, Mr. Lowe held positions with Milliken & Company, Lazard Technology Partners, Bain & Company, and Andersen Consulting. He earned his B.S.bachelor’s degree in Management Science from Virginia Polytechnic Institute and State UniversityTech and his MBA from Dartmouth’s Tuck School of Business.   SKILLS AND QUALIFICATIONS   Mr. Lowe brings valuable operations, strategic planning, marketing, and business development experience to our Board. As the only member of SPX management to serve on the Board, Mr. Lowe also contributes a level of understanding of our Company not easily attainableattained by an outside director.

		2018 PROXY STATEMENT		11

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Patrick O’Leary   Retired Executive Vice President, Finance, Treasurer and CFO of SPX Corporation Age:58 60 Director since:2015 Committees:     •  noneNone		PROFESSIONAL HIGHLIGHTS   Patrick J. O’Leary, 58,60, retired in August 2012 from SPX Corporation, having served as Vice President, Finance, Treasurer and Chief Financial Officer from 1996, and later adding the title ofas Executive Vice President in 2004. During his more than 15 years with SPX, he was a principal architect of the Company’s transformation until his retirement. Prior to joining SPX, Mr. O’Leary served as Chief Financial Officer and a director of Carlisle Plastics, Inc., from 1994 to 1996. He began his career with Deloitte & Touche LLP, where he held various roles of increasing responsibility from 1978 to 1994, including Partner in the firm’s Boston office from 1988 to 1994. Mr. O’Leary currently serves as a director of PulteGroup, Inc. and Halyard Health Inc. He earned his B.S.bachelor’s degree in Accountancy and Law from the University of Southampton, England.   SKILLS AND QUALIFICATIONS   Mr. O’Leary contributes a deep understanding of SPX history and businesses to our Board. In addition, he brings broad financial strategy and governance experience,expertise, including strong financial acumen.acumen, and mergers and acquisition and governance experience. Mr. O’Leary also contributes leadership skills developed through his experience serving on various public company boards.

16		2016 PROXY STATEMENT

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Dave Roberts   Executive Chairman of the Board Board and FormerRetired Executive Chairman, President and CEO of Carlisle  Companies, Inc. Age:68 70 Director since:2015 Committees:     •  Compensation (Chair)     •  Audit     •  Nom. & Gov.		PROFESSIONAL HIGHLIGHTS   David A. Roberts, 68,70, has served as Executive Chairman of the Board of Carlisle Companies, Inc., a diversified manufacturing company, beginning in 2016.since 2017. He previously served as Carlisle’s Executive Chairman of the Board, in 2016; its Chairman and Chief Executive Officer, from 2014 to 2015,2015; and asits Chairman, President and Chief Executive Officer, from 2007 to 2014. Prior to joining Carlisle, Mr. Roberts served as Chairman, President and Chief Executive Officer of Graco, Inc., a fluid handling system provider, from 2001 to 2007. Prior to that, Mr. Roberts served as a Group Vice President of The Marmon Group, LLC, a diversified industrial holding company, from 1995 to 2001. He began his career serving in a variety of manufacturing, engineering, and general management positions with The Budd Company, Pitney Bowes, and FMC Corporation. Mr. Roberts is currently Lead Directora director of Franklin Electric Co., Inc. and Horizon Global Corporation; and previously served as a director of Polypore International, Inc. prior to its 2015 merger transaction with Asahi Kasei Corporation. He earned his B.S.bachelor’s degree from Purdue University and his MBA from Indiana University.   SKILLS AND QUALIFICATIONS   Mr. Roberts brings extensive experience in senior management of multinational companies, including expertise in the industrial and manufacturing sectors, and mergers and acquisitions, to our Board. Mr. Roberts also contributes strong financial acumen and experience from his service on various public company boards.

12		YOUR BOARD OF DIRECTORS         UNANIMOUSLY RECOMMENDS     A VOTE“FOR” EACH OF THE   2018 PROXY STATEMENT DIRECTOR NOMINEES

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Directors Continuing to Serve Until 20182020 Annual Meeting

Chris KearneyRick Puckett   ChairmanRetired Executive Vice President, CFO Treasurer and Chief Administrative Officer of the Board and Retired President and CEO of SPX FLOW,Snyder’s-Lance, Inc. Age:60 64 Director since:2004 2015 Committees:     •  noneAudit (Chair)     •  Compensation     •  Nom. & Gov.		PROFESSIONAL HIGHLIGHTS   Christopher J. KearneyRicky D. Puckett, 60, has served as Chairman of SPX FLOW, Inc., a supplier of highly engineered flow components, since the Spin-Off in September, 2015. He64, retired in December 20152016 from FLOW havingSnyder’s-Lance, Inc., a snack foods manufacturer, where he had served as Chairman,Executive Vice President, Chief Financial Officer and Treasurer since December 2010, adding the role of Chief Administrative Officer, with responsibility for Human Resources and Legal, in 2014. Mr. Puckett served as Executive Vice President, Chief Financial Officer since the Spin-Offand Treasurer of Lance, Inc., from 2006 until its merger withSnyder’s-Lance, Inc. in September, 2015.2010. Prior to the Spin-Off,joining Lance, Inc., Mr. KearneyPuckett served as President and Chief Executive Officer of SPX Corporation from 2004 to 2015, and was appointed Chairman of SPX in 2007. He joined SPX in 1997 as Vice President, Chief Financial Officer, Secretary and General Counsel. PriorTreasurer of United Natural Foods, Inc., a wholesale distributor of natural and organic products, from 2005 to SPX, he was2006; and as Senior Vice President, Chief Financial Officer and General CounselTreasurer of Grimes Aerospace Company, a leading manufacturer of aircraft lighting equipment, engine system components, and electronic systems. His business experience also includes positions at Borg-Warner Chemicals as Senior Attorney and Senior Counsel at General Electric Company’s global materials business.United Natural Foods, Inc., from 2003 to 2005. Mr. KearneyPuckett is also a director of, Nucor Corporation and serves as chairmanaudit committee chair for, Whitehorse Finance, Inc. He has served on the board of Foundation for the Carolinas.North Carolina Blumenthal Performing Arts Center and the Wake Forest Graduate School in Charlotte. He holds an undergraduateis a certified public accountant and received his bachelor’s degree in Accounting and his MBA from the University of Notre Dame and a law degree from DePaul University Law School.Kentucky.   SKILLS AND QUALIFICATIONS   Mr. KearneyPuckett brings valuable understanding of SPX historyextensive accounting and businessesfinancial experience, including financial strategy and governance to our Board. In addition, Mr. Kearney contributeshe offers a deep understanding of mergers and acquisitions experienceacquisitions; strategic planning and analysis; commodity risk management; strategic information technology; organizational development; human resources management; and investor relations.

Tana Utley Vice President of Large Power Systems Division at Caterpillar Inc. Age: 54 Director since: 2015 Committees:     •  Audit		PROFESSIONAL HIGHLIGHTS Tana L. Utley, 54, has served as Vice President of the Large Power Systems Division at Caterpillar Inc., a strong legal perspectivemanufacturer of construction and mining equipment, engines, turbines, and locomotives, since 2013. She joined the company in 1986 and has held a number of roles, including a variety of engineering and general management positions. Ms. Utley has served in key engineering and leadership roles in the development ofnear-zero-emissions engines, and she has held general management positions in Caterpillar’s components and engines businesses. She earned her bachelor’s degree in Mechanical Engineering from his prior experience asBradley University and her M.S. in Management from the Massachusetts Institute of Technology. SKILLS AND QUALIFICATIONS Ms. Utley brings a public company general counsel.wealth of knowledge in engineering, operations, and implementation of new programs to our Board. Ms. Utley also brings a depth of understanding of how to minimize the environmental impact of manufacturing companies.

		20162018 PROXY STATEMENT		1713

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Director and Nominee Skills and Experience

Under the leadership of our Nominating and Governance Committee, our Board developed and maintains a director skills matrix that identifies expertise and experience that the Board believes contribute to an effective and well-functioning board and that the Board as a whole should possess.

The Nominating and Governance Committee and the Board use this matrix to identify areas for director training and as a tool to maintain a balanced and well-rounded board. In addition, the Nominating and Governance Committee considers these and other criteria when evaluating potential candidates for the Board. Together, this variety of skill sets, experiences, and personal backgrounds allows our directors to provide the diversity of thought that is critical to the Board’s decision-making and oversight process. For a better understanding of our Board qualifications and diversity, we encourage you to read “Director Nominees, Qualifications, and Diversity” beginning on page 2.

\Employee Engagement, Safety, and Talent Examples include culture, safety results, and workforce planning Strategic Portfolio Management Examples include experience with acquisitions, divestitures, integration, and strategic planning Operations and Continuous Improvement Examples include experience in operations, project management, and supply chain management Innovation and Technology Development Examples include research & development, new product introductions, and business transformation Growth and Value Creation Examples include sales, distribution, and channel management Financial Planning and Review Examples include financial and accounting experience CEO Experience Corporate Governance Executive Compensation Risk Management Ethics and Compliance Technology and Cybersecurity Industry Expertise (multi-industrial manufacturing) Lowe O’Leary Puckett Roberts Shaw Toth Utley ENTERPRISE PRIORITIES OTHER KEY EXPERIENCE Technical Expertise (e.g., direct hands-on experience and subject-matter expert during his/her career) Managerial Knowledge (e.g., experience derived through general managerial experience) Working Knowledge (e.g., exposure as a Board committee member at SPX or another company) No Knowledge (e.g., exposure comes from Board Committee report-outs only)

14		2018 PROXY STATEMENT

OWNERSHIP OF COMMON STOCK

Stock Ownership Guidelines

We maintain Stock Ownership Guidelines to emphasize the importance of substantive, long-term share ownership by our directors and officers to align their financial interests with those of our stockholders.

The guidelines are:

Shares held in family trusts and shares held in retirement plan accounts are deemed to be owned shares for purposes of these guidelines.Guidelines. Unexercised stock options and unvested performance-based equity awards are excluded. We asknon-employee directors and executives to attain the desired level of stock ownership within five years of appointment to a director or officer position.

Once anon-employee director or executive attains the desired level of share ownership, he or she will continue to be in compliance with these guidelines even if the non-employee directorhe or executiveshe later falls below the guideline, as long as he or she retains at least 50% of the net shares acquired upon exercise of stock options and at least 50% of the net shares acquired pursuant to vested restricted equity awards and vested restricted stock unit grants until he or she again meets or exceeds the guidelines. “Net shares” means the shares remaining after disposition of shares necessary to pay the related tax liability and, if applicable, the stock option exercise price.

Each current non-employee director and named executive officer was in compliance with these requirements as of March 29, 2016. Each pre-Spin-Off non-employee director and pre-Spin-Off named executive officer was in compliance with these requirements as of September 25, 2015, the last trading day each individual served as a non-employee director or employee, as applicable, of SPX.20, 2018.

		2018 PROXY STATEMENT		15

OWNERSHIP OF COMMON STOCK

Ownership of Common Stock

DIRECTORS AND EXECUTIVE OFFICERS

The following table includes information about how much of our common stock (our only outstanding class of equity securities) is beneficially owned by:

Unless otherwise noted, amounts and percentages are as of March 29, 2016.

20, 2018.

 

18		2016 PROXY STATEMENT

---

OWNERSHIP OF COMMON STOCK

		Number of Shares of Common Stock Beneficially Owned(1)				Right to Acquire Beneficial Ownership Under Options Exercisable/ Stock Units Distributable Within 60 Days				Percent of Class
DIRECTOR AND DIRECTOR NOMINEES WHO ARE NOT NAMED EXECUTIVE OFFICERS
Christopher J. Kearney(2)			403,361				—				*
Patrick J. O’Leary			7,133				—				*
Ricky D. Puckett			7,133				—				*
David A. Roberts			7,133				—				*
Ruth G. Shaw			7,133				—				*
Tana L. Utley			7,133				—				*
CURRENT NAMED EXECUTIVE OFFICERS
Eugene J. Lowe, III			45,719				—				*
John W. Nurkin			13,407				—				*
Scott W. Sproule			21,531				—				*
John W. Swann, III			11,017				—				*
NaTausha H. White			3,773				—				*
All current directors and executive officers as a group (12 persons)(3)			534,885				—				1.3	%
FORMER EXECUTIVE OFFICERS WHO ARE NAMED EXECUTIVE OFFICERS(4)
Robert B. Foreman			109,405				—				*
Jeremy W. Smeltser			84,624				—				*
David A. Kowalski			88,774				—				*

		Number of Shares of Common Stock Beneficially Owned(1)				Right to Acquire Beneficial Ownership Under Options Exercisable/ Stock Units Distributable Within 60 Days(2)				Percent of Class
DIRECTORS AND DIRECTOR NOMINEES WHO ARE NOT NAMED EXECUTIVE OFFICERS
Patrick J. O’Leary			20,192				4,810				*
Ricky D. Puckett			20,192				4,810				*
David A. Roberts			20,192				4,810				*
Ruth G. Shaw			20,192				4,810				*
Robert B. Toth			4,491				4,491				*
Tana L. Utley			20,192				4,810				*
NAMED EXECUTIVE OFFICERS
Eugene J. Lowe, III(3)			267,170				197,856				*
Scott W. Sproule(3)			86,642				37,782				*
J. Randall Data(3)			48,750				31,097				*
John W. Nurkin(3)			59,118				25,184				*
John W. Swann, III(3)			54,822				25,588				*
All directors and executive officers as a group (13 persons)(3)			691,848				384,399				1.60	%

*	Less than 1.0%

 

(1)

Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a director or officer can vote or transfer, and stock options that are exercisable.exercisable or would become exercisable within 60 days, and other shares a director or officer would have the right to acquire within 60 days. The number of our shares beneficially owned by each of the named executive officers and by all directors and officers as a group includes shares represented as held inunder the individual’s account under the SPX Corporation Retirement Savings and Stock Ownership Plan. Except as otherwise noted, theThe stockholders named in this table have sole voting and investment power for all shares shown as beneficially owned by them.

 

(2)

Mr. Kearney is also a former executive officer. Mr. Kearney indirectly holds 260,219Represents shares through a revocable trust of which he is the trusteeour common stock issuable under options that are exercisable or become exercisable within 60 days of March 20, 2018 and he and his family members are beneficiaries. In addition, Mr. Kearney is the successor to 71,039 shares through a revocable family trustRSUs that vest within 60 days of which his wife is the sole trustee and the beneficiary. Mr. Kearney also indirectly holds 59,834 shares through a grantor retained annuity trust. All the assets in this family trust, including the 71,039 shares and the 59,834March 20, 2018. Such shares are pledged to secure a loan.included in the number of shares of common stock beneficially owned as presented in the preceding column on this table.

 

(3)

CurrentIncludes shares beneficially owned through the SPX Corporation Retirement Savings and Stock Ownership Plan (“401(k) Plan”) for each of the following: Mr. Lowe, 3,269 shares; Mr. Sproule, 2,724 shares; Mr. Data, 1,861 shares; Mr. Nurkin, 3,517 shares; Mr. Swann, 2,275 shares; and all directors and officers holding such positions as of March 29, 2016.

(4)

Ownership by former executive officers as of the last Form 4 filed for each such former executive officer prior to transferring employment from SPX to FLOW at the Spin-Off. Includes unvested grants of SPX equity that were replaced by grantsa group, 17,540 shares. Directors do not participate in FLOW equity as of the Spin-Off.our 401(k) Plan.

 

16		20162018 PROXY STATEMENT		19

OWNERSHIP OF COMMON STOCK

PRINCIPAL STOCKHOLDERS

The following table includes certain information about each person or entity known to us to be the beneficial owner of more than five percent of the issued and outstanding shares of our common stock.

	(d)
20		2016 PROXY STATEMENT		ACR, AIM, and Mr. Tompras with respect to the 2,022,109 shares owned directly by accounts separately managed by ACR.

OWNERSHIP OF COMMON STOCK

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, officers, and beneficial owners of more than 10% of our outstanding common stock to file with the SEC reports of ownership and changes in ownership. SEC regulations require that directors, officers, and beneficial owners of more than 10% of our outstanding common stock furnish us with copies of all Section 16(a) reports they file.

Based solely upon a review of Forms 3 and 4 (including amendments to such forms) furnished to us during 20152017 and Forms 5 furnished with respect to 2015,2017, no director, officer, or beneficial owner of more than 10% of our outstanding common stock failed to file on a timely basis during 20152017 any reports required by Section 16(a), except for two late transactions: one late filing of a Form 4 reporting sales of common stock on behalf of Ms. Belinda Hyde—Vice PresidentMarch 10, 2017 by Michael A. Reilly, Corporate Controller and Chief Human ResourcesAccounting Officer, and one late filing of a Form 4 on behalf of Mr. J. Randall Data—President of South Africa and Global Operations, due in each case to an inadvertent error inwas filed after the reporting a grant of restricted stock under the 2002 Stock Compensation Plan.deadline.

		20162018 PROXY STATEMENT		2117

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

INTRODUCTION

As you read ourThis Compensation Discussion and Analysis (“CD&A”), keep in mind that 2015 was a unique and transformative year for our Company given the Spin-Off of FLOW at the end of September. The current executive officers, Compensation Committee members, and executive compensation design at SPX are all new. To this end, and given the change in the nature and size of the Company, the compensation practices, programs, and compensation levels for the executive officers prior to the Spin-Off are no longer reflective of our current approach to executive compensation.

Meet Our Current Named Executive Officers

This CD&A provides information about our executive compensation program and the factors that were considered in making compensation decisions for our currentnamed executive officers and how we have modified our programs to meet SPX’s needs(“NEOs”).

Our NEOs for the future. The compensation decisions that pertain to the current executive officers2017 are listed in the table below (“current NEOs”) were made by the members of the SPX Compensation Committee of the Board (the “Committee”) who were appointed effective September 26, 2015.below:

Pre-Spin-Off Named Executive OfficersEXECUTIVE SUMMARY

SPX spun-off FLOW, which becameThe past two and a half years have been transformative for SPX. In 2015, we completed thespin-off of the Flow business (the“Spin-Off”) into an independent, publiclly-ownedpublicly-owned company called SPX FLOW, Inc. (“FLOW”). TheSpin-Off became effective on September 26, 2015. However, pursuant to the disclosure requirements included in the SEC’s rules, this CD&A must also describe certain compensation actions taken before the Spin-Off.2015, at which time our executive officers and directors assumed their new roles. As a result, this CD&A includes compensationwe believe that pertainsa focus on operations as the “new” SPX, is particularly relevant for evaluating our business performance and executive compensation.

When assessing ourpay-for-performance outcomes, it is necessary to separate thepre-Spin-Off results frompost-Spin-Off results. The Company’s business model, strategy, managed assets, executive officer team, and membership of the Compensation Committee (the “Committee”) of our Board were materially different compared with periods prior to the former executive officers listedSpin-Off.

Summary of Key Business Accomplishments

Over the past year, our overall solid execution has placed us in our strongest financial condition since theSpin-Off. We achieved several key milestones on our value creation roadmap, positioning our Company for further success and investments in organic and inorganic growth, which included the table belowfollowing accomplishments:

EXECUTIVE SUMMARYCOMPENSATION

Our FutureThree-Year Total Stockholder Return

Due to the significant difference betweenpre-Spin-Off SPX and New Executive Compensation Design

TheSPX after the Spin-Off of FLOW, we do not believe a three-year total stockholder return (“TSR”) is relevant. Therefore, we are presenting the total stockholder return from the point of theSpin-Offin September 2015.

TSR fromSpin-Off through December 31, 2017

2017 Compensation Highlights

Our executive compensation program has three primary elements: base salary, annual incentives, and long-term incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to ensure that it is clearly alignedany market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on stockholder value creation. Based on our performance, and consistent with our new business strategy and the interestsdesign of our stockholders.program, the Committee made the following executive compensation decisions for 2017:

* Non-GAAP financial measure. Reconciliations of amounts presented as non-GAAP financial measures with the amounts of the most comparable measures calculated and presented in accordance with GAAP, and other important information regarding non-GAAP financial measures, are presented in the appendix of this Proxy Statement.

† Exclusive of annual incentive adjustments.

		22   2018 PROXY STATEMENT		2016 PROXY STATEMENT		19

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION PROGRAM

Changes to the ExecutiveOur Compensation Program for 2016Principles

Our executive compensation program for 2015 largely reflected the historic practices of SPX before the Spin-Off. However, after the Spin-Off, the new members of the Committee, in partnership with our new management team and our independent compensation consultant, undertook a thorough review of these practices. The result is a newly-designed executive compensation program for 2016 and beyond that is centered on our new compensation philosophy and takes into accountaround the feedback we received from stockholders. The following principles guide the structure of our newly-designed program:principles:

Alignment with Stockholders’ Interests		Executive officers’ interests should be more directly aligned with those of stockholders when compensation emphasizes an appropriate balance of both short- and long-term financial performance and is directly affected by our stock price. Requiring executive officers to hold a meaningful amount of equity supports alignment to stockholder interests.
Link to Business Priorities and Performance		A significant portion of total compensation should be variable and subject to the attainment of certain specific and measurable performance goals and objectives.
Competitiveness		Target total compensation should be competitive with that being offered to individuals holding comparable positions at other public companies with which we compete for leadership and market talent.
Governance		Maintaining best-practice executive compensation governance standards is critical to the decision-making process and the ability to manage risk. Doing so is in the best interests of our stockholders and executives.

20		20162018 PROXY STATEMENT		23

EXECUTIVE COMPENSATION

ConsistentComponents of Total Direct Compensation

For 2017, we continued to focus on ensuring alignment of pay practices with these principles, afterstockholder interests and driving apay-for-performance culture.

Design and philosophical characteristics of the Spin-Off we aligned our executive officer totalSPX compensation with that of our new group of peer companies:program include:

Mix of Compensation Elements

The following charts show that for 20162017 the mix of compensation elements targeted for our current NEOs iswas heavily weighted toward variable performance-based compensation. The mix of LTI is based on the allocation value used in determining the number of units or options, as applicable, for each award.

		2018 PROXY STATEMENT		21

EXECUTIVE COMPENSATION

Our CEO’sPay-for-Performance Alignment

Because 2016 and 2017 were our first two full years,post-Spin-Off, as a materially different company, a three-year TSR does not provide a meaningful comparison to our peer group. The following chart shows our CEO’s compensation relative to our TSR and compared with our peers, demonstrating how our executive compensation program aligns with performance. This chart is based on ourtwo-year TSR; the average of our CEO’s total compensation for 2016 and 2017 by percentile; and the average total compensation for CEOs at our peer companies, from their most recent two proxy statement filings.