SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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Lindsay Corporation

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LINDSAY CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

January 31, 2017December 18, 2018

The Annual Meeting of Stockholders of Lindsay Corporation (the “Company”) will be held at the Company’s corporate offices at 2222 North 111^th Street, Omaha, Nebraska, on Tuesday, January 31, 2017,December 18, 2018, at 8:30 a.m., Central Standard Time, atwww.virtualshareholdermeeting.com/LNN2018, for the following purposes:

A Proxy Statement setting forth important information with respect to each of the matters being submitted to the stockholders is enclosed with this Notice of Annual Meeting.

To access and participate in the Annual Meeting, you will need the16-digit control number provided on your proxy card or through your broker or other nominee if you hold shares in “street name.” You will be able to attend, vote and submit questions virtually during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/LNN2018. There will be no physical Annual Meeting location for stockholders to attend. You may begin to log in to the meeting platform at 8:20 a.m., Central Standard Time on December 18, 2018, and the Annual Meeting will begin promptly at 8:30 a.m., Central Standard Time.

Only stockholders holding shares of the Company’s common stock of record at the close of business on December 2, 2016October 19, 2018 are entitled to notice of, and to vote at, the Annual Meeting. The Board of Directors is soliciting proxies to vote on behalf of all stockholders, whether or not they expect to be present at the virtual Annual Meeting. Each stockholder is encouraged to vote by proxy on the internet or by telephone as instructed on the enclosed proxy card or by completing the enclosed proxy card and mailing it in the return envelope enclosed for that purpose. Even if you vote by proxy on the internet, by telephone or by mail, you may revoke your proxy at any time prior to the Annual Meeting, and stockholders who are present at the virtual Annual Meeting may withdraw their proxies and vote in person.virtually.

Omaha, Nebraska

December 21, 2016November 13, 2018

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of

Stockholders to be Held on January 31, 2017.December 18, 2018. The Proxy Statement for this Annual Meeting

and Annual Report are available online athttp://www.lindsayannualmeeting.com.

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

This Proxy Statement Summary is furnished to assist in your review of the matters to be acted upon at the Annual Meeting of Stockholders. The following information is only a summary, and you should read the entire Proxy Statement before voting. For more complete information on these topics, please review our Annual Report onForm 10-K for the fiscal year ended August 31, 20162018 and this Proxy Statement.

Voting Items

Virtual Annual Meeting

The Company is happy to announce that it will use the latest annual meeting technology to provide expanded access, enhanced communication, and cost savings for its stockholders and the Company. The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via a live webcast. The Company believes that hosting a virtual meeting will enable increased stockholder attendance and participation while also reducing the cost of the Annual Meeting. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/LNN2018. You will also be able to vote your shares electronically during the Annual Meeting.

Fiscal 20162018 Highlights

Fiscal 20162018 was a pivotal year for the Company as it embarked on an important journey under the leadership of its new President and Chief Executive Officer, Tim Hassinger, who took the helm in October 2017. Mr. Hassinger brings global business experience with an exceptional track record of business leadership and creating profitable growth. This, combined with his people- and customer-focused operating style, has fueled his ability to exceed customer expectations and consistently deliver strong financial results.

The Company delivered solid financial results and our global irrigation business specifically were negatively affected by lower commodity prices and farm incomesagainst a backdrop of challenging market conditions, as we entered the third year of a downturn in the cyclical agriculture industry. Despite cyclical headwinds,industry continued for a fifth year. At the same time, the Company had many significant achievementsintroducedfar-reaching initiatives to better position the Company for success in fiscal 2016 as we continued to maintain a long-term perspective as we executed on our strategic plan.any market conditions. Key highlights include:

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LINDSAY CORPORATION

PROXY STATEMENT

for

2017DECEMBER 2018 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders of Lindsay Corporation (the “Company”) to be held virtually via a live webcast on Tuesday, January 31, 2017,December 18, 2018, at the time, and placeon the website and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Only record holders of the Company’s common stock at the close of business on December 2, 2016October 19, 2018 are entitled to vote at the virtual Annual Meeting.

The accompanying proxy is solicited on behalf of the Board of Directors of the Company and is revocable at any time before it is exercised by written notice of revocation delivered to the Secretary of the Company or by filing a later dated proxy with him. Furthermore, stockholders who are present at the virtual Annual Meeting may withdraw their proxies and vote in person.virtually. All shares of the Company’s common stock represented by properly executed and unrevoked proxies will be voted by the Board of Directors of the Company in accordance with the directions given therein. Where no instructions are indicated, proxies will be voted in accordance with the recommendation of the Board of Directors with respect to each of the proposals set forth in this Proxy Statement for consideration at the Annual Meeting. Shares of common stock entitled to vote and represented by properly executed, returned and unrevoked proxies will be considered present at the virtual Annual Meeting for purposes of establishing a quorum, including shares with respect to which votes are withheld, abstentions are cast or there are brokernon-votes.

The principal executive offices of the Company are located at 2222 North 111^th Street, Omaha, Nebraska 68164.

This Proxy Statement and the proxy cards are first being mailed to stockholders on or about December 21, 2016.November 13, 2018.

Voting Securities and Beneficial Ownership Thereof by Principal Stockholders, Directors and Officers

At the record date,As of October 19, 2018, there were 10,653,47910,757,318 shares of the Company’s common stock issued and outstanding. Each share of common stock is entitled to one vote upon each matter to be voted on at the Annual Meeting. There is no cumulative voting with respect to the election of directors.

The following table below sets forth, as of December 2, 2016,October 19, 2018, the beneficial ownership of the Company’s common stock by each director, by each nominee to become a director, by each of the executive officers named in the Summary Compensation Table (the “Named Executive Officers”), and by all current executive officers and directors of the Company as a group. The shares beneficially owned by executive officers and directors of the Company represent approximately 2.7%0.8% of the total shares outstanding on the record date and entitled to vote at the Annual Meeting. The Board of Directors believes that all of such shares currently issued and outstanding will be present at the Annual Meeting and will be voted in accordance with the recommendation of the Board of Directors with respect to each proposal being considered at the Annual Meeting. In addition, executive officers, directors and nominees to become a director are deemed to beneficially own shares which they may acquire upon the exercise of vested stock options or options that will vest within 60 days of the record date. These shares are not outstanding and may not be voted at the Annual Meeting. The following table below also sets forth the beneficial ownership of the Company’s common stock by each other stockholder believed by the Company to beneficially

own more than 5% of the outstanding shares of the Company’s common stock based on a review of reports on Schedule 13D and Schedule 13G filed with the Securities and Exchange Commission with respect to the Company’s common stock.

Beneficial ownership of the Company’s common stock is determined under the rules of the Securities and Exchange Commission and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock subject to options currently exercisable or exercisable within 60 days of October 19, 2018 and restricted stock units that will be settled into shares of common stock within 60 days of October 19, 2018 are deemed to be outstanding and beneficially owned by the person. These shares are not outstanding and may not be voted at the Annual Meeting.

Section 16(a) Beneficial Ownership Reporting Compliance

The rules of the Securities and Exchange Commission require the Company to disclose the identity of directors and executive officers and of beneficial owners of more than 10% of the Company’s common stock who did not file on a timely basis reports required by Section 16 of the Securities Exchange Act of 1934, as amended. Based solely on review of copies of those reports received by the Company, or written representations from reporting persons, the Company believes that all directors, executive officers and 10% beneficial owners

complied with all filing requirements applicable to them during the Company’s fiscal year ended August 31, 2016, except that newly appointed Chief Financial Officer Brian L. Ketcham inadvertently filed one Form 4 six business days late with respect to a purchase by his spouse of 910 shares of the Company’s common stock.2018.

PROPOSAL 1

ELECTION OF DIRECTORS

The Company’s Certificate of Incorporation requires that the Board of Directors be divided into three classes that are elected to the Board on a staggered basis for three-year terms. At the Annual Meeting, the terms of three directors will terminate and stockholders will be voting on nominees to fill these three positions on the Board. Accordingly, the Board of Directors, upon recommendations made by the Corporate Governance and Nominating Committee, has nominated Mary A. Lindsey, Consuelo E. Madere and Michael N. Christodolou, W. Thomas Jagodinski and David B. RayburnC. Nahl to serve as directors for terms ending in 2020. Messrs. Christodolou, JagodinskiDecember 2021. Ms. Madere and RayburnMr. Nahl are current directors of the Company serving for terms expiring as of the date of the Annual Meeting.Meeting, although Ms. Madere was only recently appointed to the Board in February 2018. William F. Welsh II, the other director whose term expires as of the date of the Annual Meeting, previously announced that he will retire from the Board of Directors upon the expiration of his current term. Ms. Lindsey has been nominated to succeed Mr. Welsh. Each of Messrs. Christodolou, JagodinskiMs. Lindsey, Ms. Madere and RayburnMr. Nahl has expressed an intention to serve, if elected. The Board of Directors knows of no reason why any of them might be unavailable to continue to serve, if elected. There are no arrangements or understandings between Messrs. Christodolou, JagodinskiMs. Lindsey, Ms. Madere or RayburnMr. Nahl, on the one hand, and any other person, on the other hand, pursuant to which they were nominated to serve on the Board of Directors.

The election of a director requires the affirmative vote of a plurality of the votes cast in personvirtually or by proxy by persons entitled to vote at the Annual Meeting. Consequently, votes withheld and brokernon-votes with respect to the election of directors will have no impact on the election of directors. If any of Messrs. Christodolou, JagodinskiMs. Lindsey, Ms. Madere or RayburnMr. Nahl is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Corporate Governance and Nominating Committee may recommend to the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF MESSRS. CHRISTODOLOU, JAGODINSKIMS. LINDSEY, MS. MADERE AND RAYBURNMR. NAHL AS DIRECTORS OF THE COMPANY WITH TERMS ENDING IN 2020.DECEMBER 2021.

Board of Directors and Committees

The following sets forth certain information regarding the directors and director nominees of the Company, including the three directorspersons who have been nominated to serve for new terms expiring in 2020.December 2021. Information is also provided concerning each director’s and each director nominee’s specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that each of them should serve as a director of the Company. The Board of Directors has determined that each of Messrs. Brunner, Christodolou, Jagodinski, Madere, Nahl, Rayburn, Welsh and Walter are independent directors of the Company under the listing standards adopted by the New York Stock Exchange (“NYSE”). Ms. Lindsey, who has been nominated to succeed Mr. Welsh, will be an independent director, if elected.

NOMINEES FOR ELECTION—ELECTION – Terms to expire in 2020December 2021

Michael N. ChristodolouMary A. Lindsey, age 55,63, is the Senior Vice President and Chief Financial Officer of Commercial Metals Company, a global manufacturer, recycler and marketer of steel and other metals. Ms. Lindsey joined Commercial Metals Company in September 2009 as VicePresident-Tax. She was subsequently appointed Commercial Metals Company’s VicePresident-Tax and Investor Relations in June 2015, Vice President and Chief Financial Officer in January 2016, and Senior Vice President and Chief Financial Officer in September 2017. Prior to joining Commercial Metals Company, Ms. Lindsey served as Vice President Tax and Tax Counsel for Albany International Corp., a global advanced textiles and materials processing company, from March 2006 to September 2009, and from January 2005 to March 2006, Ms. Lindsey was an attorney at Baker & Hostetler LLP, a national law firm. In addition, Ms. Lindsey served in various roles, including Vice President Tax and Tax Counsel, Legal Counsel responsible for global M&A and intellectual property, and General Manager of Inwood Capital Management, LLC, an investment management firm he founded in 2000. From 1988 to 1999, Mr. Christodolou was employed by Bass Brothers/Taylor &Corporate M&A, at The Timken Company, an investment firm associated with the Bass familya global manufacturer of Fort Worth, Texas. Since June 2016, Mr. Christodolou has served on the Board of Directors of Omega Protein Corporation, a nutritional products company. From 2015 to 2016, Mr. Christodolou served on the Board of Directors of Farmland Partners, Inc., a publicly-traded REIT that acquiresbearings, transmissions, gearboxes, and owns high-quality North American farmland. Mr. Christodolou also previously served on the Board of Directors of XTRA Corporationrelated components, from 1998 until 2001 when it was acquired by Berkshire Hathaway Inc. Mr. Christodolou has been a director of the Company since 1999 and served as Chairman of the Board from 2003January 1985 to January 2015. He currently serves as a member of each of the Company’s Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. Mr. Christodolou has over 30 years of2005. Ms. Lindsey’s experience in investment managementinvestor relations and working with the management teams and boards of public companies on matters including corporate strategy, capital structure and mergers and acquisitions. Hisinternational M&A, as well as her knowledge of the investmentcorporate finance, taxation and capital markets and his experience as a director of public companiesaccounting, provide himher with the relevant experience to serve on the Company’s Board of Directors. These

experiences have given Mr. Christodolou an understanding of accounting principles, internal controls and audit committee functions; as a result the Board has determined that he qualifies as an audit committee financial expert.

W. Thomas JagodinskiConsuelo E. Madere, age 60,58, is the President of Proven Leader Advisory, LLC, a management consulting and executive coaching firm she founded in 2014. She is a former executive officer of Monsanto Company, a leading global provider of innovative, sustainable agricultural solutions. She retired from Monsanto in 2013 as Vice President of the company’s Global Vegetables and Asia commercial businesses and was a member of the Chief Executive Officer of Delta and Pine Land Company, a leader in the cotton seed industry. Mr. Jagodinski was President, Chief Executive Officer and Director of Delta and Pine Land Company from September 2002 until June 2007 when the company was acquired by another company. From 1991 to 2002, he served in variousOfficer’s executive roles at Delta and Pine Land Company including Senior Vice President, Chief Financial Officer and Treasurer. Mr. Jagodinskileadership team. Ms. Madere currently serves onas a member of the Board of Directors of Centrus Energy Corp.,Nutrien and S&W Seed Company. From 2014 to 2018, Ms. Madere served as a publicly-traded company that supplies enriched uranium fuel for international and domestic commercial nuclear power plants, and Quinpario Acquisition Corp 2, a blank check company formed in 2014 for the purposemember of effecting a business combination. Mr. Jagodinski has previously served on the Board of Directors of Solutia Inc., Phosphate Holdings, Inc.PotashCorp and Quinpario Acquisition Corp. Mr. Jagodinskiwas a member of the Audit Committee and the Safety, Health and Environment Committee. Ms. Madere has been a director of the Company since 20082018 and he is also the Chairmancurrently serves as a member of the Company’s Audit Committee. Mr. Jagodinski’sMs. Madere’s30-plus years of domestic and global experience in public accountingat Monsanto, spanning manufacturing, strategy, technology, business development, profit and loss responsibility and general management, along with her service as a chief executive officer, chief financial officer and director of public companies, along with his experience in risk management and compliance oversight, provide himher with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. Jagodinski an understanding of accounting principles, internal controls and audit committee functions; as a result the Board has determined that he qualifies as an audit committee financial expert.

David B. Rayburn, age 68, is the retired President and Chief Executive Officer of Modine Manufacturing Company, a publicly-traded thermal management company that designs, manufactures and tests heat transfer products. Mr. Rayburn was the President and Chief Executive Officer and a Director of Modine Manufacturing Company from January 2003 until March 2008 when Mr. Rayburn retired. From 2002 to January 2003 Mr. Rayburn served as the President and Chief Operating Officer of Modine Manufacturing Company. From 1991 to 2002, he served in various executive roles at Modine Manufacturing Company including Executive Vice President, Vice President and General Manager. Mr. Rayburn currently serves as Chairman of the Board of Directors of Twin Disc, Inc., a publicly-traded company that designs and manufactures marine and heavy duty, off-highway power transmission equipment, and as a member of the Board of Directors of Creative Foam Corporation, a privately-held company that designs and manufactures cellular and non-cellular foams and plastics. Mr. Rayburn previously served on the Board of Directors of Jason, Inc. from 2001 to 2010 and on the Board of Directors of Unico, Inc., from 2008 to 2010. Mr. Rayburn has been a director of the Company since 2014 and he is also a member of each of the Company’s Audit Committee and Compensation Committee. Mr. Rayburn’s strong background in manufacturing, international markets and acquisitions, combined with his corporate governance experience serving on public company boards, provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. Rayburn an understanding of accounting principles, internal controls and audit committee functions; as a result the Board has determined that he qualifies as an audit committee financial expert.

DIRECTORS CONTINUING IN OFFICE

Robert E. Brunner, age 59 (current term to expire in 2018), was an Executive Vice President of Illinois Tools Works, Inc., a diversified manufacturer of advanced industrial technology, from 2006 until his retirement in 2012. Prior to that position, Mr. Brunner was President, Global Automotive Fasteners from 2005 to 2006 and President, North American Automotive Fasteners from 2003 to 2005. Prior to that, Mr. Brunner held a variety of positions within Illinois Tools Works, Inc. including general management, operations management and sales & marketing. Mr. Brunner currently serves on the Board of Directors of Leggett & Platt, Inc. and NN, Inc. Mr. Brunner has been a director of the Company since 2013 and also serves as the Chairman of the Company’s Compensation Committee, and he is also a member of the Company’s Audit Committee. Mr. Brunner’s extensive experience in business management and development, international operations and mergers and acquisitions provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have

given Mr. Brunner an understanding of accounting principles, internal controls and audit committee functions; as a result the Board has determined that he qualifies as an audit committee financial expert.

Michael C. Nahl, age 74 (current term to expire in 2019),76, is the retired Executive Vice President and Chief Financial Officer of Albany International Corp., the world’s largest manufacturer of custom-designed engineered fabrics called paper machine clothing. Mr. Nahl joined Albany International Corp. in 1981 as Group Vice President, Corporate, served as Senior Vice President and Chief Financial Officer from 1983 to 2005 and was appointed as Executive Vice President in 2005. Mr. Nahl retired as Executive Vice President and Chief Financial Officer of Albany International Corp. in September 2009. Mr. Nahl currently serves as a director of Trans World Entertainment Corporation and serves on its Audit Committee (of which he was Chairman until 2015), Compensation Committee, and Nominating and Corporate Governance Committee. Mr. Nahl previously served on the Board of Directors of Graftech International Ltd. from 1999 until 2013, and also served as Chairman of its Audit Committee. Mr. Nahl has been a director of the Company since 2003 and has served as the Chairman of the Board of Directors since January 2015. He is also a member of the Company’s Audit Committee. Mr. Nahl’s experience as a senior financial executive of a multinational public company and previously as Chairman of the Audit Committee of public companies, along with his knowledge of international operations and foreign currency exchange rate risks,corporate finance, provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. Nahl an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that he qualifies as an audit committee financial expert.

DIRECTORS CONTINUING IN OFFICE

Richard W. ParodRobert E. Brunner, age 6361 (current term to expire in 2018)December 2020), was an Executive Vice President of Illinois Tools Works, Inc., a diversified manufacturer of advanced industrial technology, from 2006 until his

retirement in 2012. Prior to that position, Mr. Brunner was President, Global Automotive Fasteners from 2005 to 2006 and President, North American Automotive Fasteners from 2003 to 2005. Prior to that, Mr. Brunner held a variety of positions within Illinois Tools Works, Inc. including general management, operations management and sales & marketing. Mr. Brunner currently serves as Chairman of the Board of Directors of NN, Inc. and as a member of the Board of Directors of Leggett & Platt, Inc. Mr. Brunner serves on the Audit Committee and the Compensation Committee of Leggett & Platt, Inc. Mr. Brunner has been a director of the Company since 2013 and also serves as the Chairman of the Company’s Human Resources and Compensation Committee, and he is also a member of the Company’s Corporate Governance and Nominating Committee. Mr. Brunner’s extensive experience in business management and development, international operations and mergers and acquisitions provide him with the relevant experience to serve on the Company’s Board of Directors.

Michael N. Christodolou, age 56 (current term to expire in December 2019), is the Manager of Inwood Capital Management, LLC, an investment management firm he founded in 2000. From 1988 to 1999, Mr. Christodolou was employed by Bass Brothers/Taylor & Company, an investment firm associated with the Bass family of Fort Worth, Texas. From 2016 until it was acquired in December 2017, Mr. Christodolou served on the Board of Directors of Omega Protein Corporation, a nutritional products company. From 2015 to 2016, Mr. Christodolou served on the Board of Directors of Farmland Partners, Inc., a publicly-traded REIT that acquires and owns high-quality North American farmland. Mr. Christodolou also previously served on the Board of Directors of XTRA Corporation from 1998 until 2001 when it was acquired by Berkshire Hathaway Inc. Mr. Christodolou has been a director of the Company since 1999 and served as Chairman of the Board from 2003 to January 2015. He currently serves as a member of each of the Company’s Audit Committee, Human Resources and Compensation Committee, and Corporate Governance and Nominating Committee. Mr. Christodolou has over 35 years of experience in investment management and working with the management teams and boards of public companies on matters including corporate strategy, capital structure and mergers and acquisitions. His knowledge of the investment and capital markets and his experience as a director of public companies provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. Christodolou an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that he qualifies as an audit committee financial expert.

Timothy L. Hassinger, age 56 (current term to expire in December 2020), is the President and Chief Executive Officer of the Company, a position he has held since April 2000. Prior to joining the Company,October 2017. Mr. Parod served as the Vice President and General Manager of Toro Irrigation, a division of The Toro Company, from 1997 to March 2000. From 1993 to 1997, he was an executive officer of James Hardie Irrigation, serving as President of that company from 1994 to 1997. Mr. ParodHassinger has also been a director of the Company since 2000October 2017 and he is the only executive officer of the Company serving on the Board of Directors. AsPrior to joining the Company’s chief executiveCompany and since May 2014, Mr. Hassinger served as President and Chief Executive Officer of Dow AgroSciences, an Indianapolis-based subsidiary of The Dow Chemical Company. During his33-year career at Dow AgroSciences, Hassinger held a series of senior leadership positions across a variety of domestic and international business units. Prior to becoming President and Chief Executive Officer of Dow AgroSciences in May 2014, he served as its Global Commercial Leader from February 2013 to April 2014 and as Vice President for its Crop Protection Global Business Unit from August 2009 to April 2014. Previously, he served as Vice President for the past 16 years,Dow AgroSciences business in the Europe, Latin America, and Pacific regions from 2007 to 2009. In 2005, he moved to Shanghai, where he served as Regional Commercial Unit Leader for Greater China. Mr. Parod has gained an extensive knowledgeHassinger currently serves as a member of the Company’s operations and linesBoard of business, its long-term strategies andDirectors of AGDATA. Mr. Hassinger received his Bachelor of Science degree in Agricultural Economics from the University of Illinois. Mr. Hassinger’s extensive experience in leading global agriculture-based businesses enables him to provide the Board of Directors with expert advice on a wide range of issues in the industries in which the Company operates, as well as guidance in evaluating domestic and international growth opportunities whichopportunities. As the Company’s President and Chief Executive Officer, Mr. Hassinger provides the Board of Directors with valuable insight into the Company’sday-to-day operations and achievements.

W. Thomas Jagodinski, age 62 (current term to expire in December 2019), retired as President and Chief Executive Officer of Delta and Pine Land Company, then a leader in the cotton seed industry, in 2007 upon its sale to another company. Mr. Jagodinski was President, Chief Executive Officer and Director of Delta and Pine

Land Company from September 2002 until June 2007. From 1991 to 2002, he served in various executive roles at Delta and Pine Land Company including Senior Vice President, Chief Financial Officer and Treasurer. Mr. Jagodinski currently serves on the Board of Directors of Centrus Energy Corp., a publicly-traded company that supplies enriched uranium fuel for international and domestic nuclear power plants. Mr. Jagodinski has previously served on the Board of Directors of Solutia Inc., Phosphate Holdings, Inc., Quinpario Acquisition Corp. and Quinpario Acquisition Corp 2. Mr. Jagodinski has been a director of the Company since 2008 and he is also the Chairman of the Company’s Audit Committee and a member of the Company’s Corporate Governance and Nominating Committee. Mr. Jagodinski’s experience in public accounting and as a chief executive officer, chief financial officer and director of public companies, along with his experience in risk management and compliance oversight, provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. Jagodinski an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that he qualifies as an audit committee financial expert.

David B. Rayburn, age 70 (current term to expire in December 2019), is the retired President and Chief Executive Officer of Modine Manufacturing Company, a publicly-traded thermal management company that designs, manufactures and tests heat transfer products. Mr. Rayburn was the President and Chief Executive Officer and a Director of Modine Manufacturing Company from January 2003 until March 2008 when Mr. Rayburn retired. From 2002 to January 2003 Mr. Rayburn served as the President and Chief Operating Officer of Modine Manufacturing Company. From 1991 to 2002, he served in various executive roles at Modine Manufacturing Company including Executive Vice President, Vice President and General Manager. Mr. Rayburn currently serves as Chairman of the Board of Directors of Twin Disc, Inc., a publicly-traded company that designs and manufactures marine and heavy duty,off-highway power transmission equipment. Mr. Rayburn previously served on the Board of Directors of Creative Foam Corporation from 2009 to 2017, the Board of Directors of Jason, Inc. from 2001 to 2010, and on the Board of Directors of Unico, Inc., from 2008 to 2010. Mr. Rayburn has been a director of the Company since 2014 and he is also a member of each of the Company’s Audit Committee and Human Resources and Compensation Committee. Mr. Rayburn’s strong background in manufacturing, international markets and acquisitions, combined with his corporate governance experience serving on public company boards, provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. Rayburn an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that he qualifies as an audit committee financial expert.

Michael D. Walter, age 6769 (current term to expire in 2018)December 2020), is the President of Mike Walter & Associates, a risk management consulting firm providing strategic guidance in general business and economic trends. Prior to forming Mike Walter & Associates in 2006, Mr. Walter served in various leadership positions, most recently as Senior Vice President, Economic & Commercial Affairs, with ConAgra Foods, a large agribusiness conglomerate. Mr. Walter currently serves on the Board of Directors of Richardson International. Mr. Walter previously served on the Board of Directors of AgroTech Foods from 2006 until 2016 and on the Board of Directors of the Chicago Board of Trade from 2000 until 2007. Mr. Walter has been a director of the Company since 2009 and also serves as the Chairman of the Company’s Corporate Governance and Nominating Committee, and he is also a member of the Company’s Human Resources and Compensation Committee. Through his experience as a senior executive at ConAgra Foods and as a director of various companies in the agribusiness and commodities markets, Mr. Walter has gained significant experience in risk management oversight, strategic development and management of public and governmental affairs, all of which provide him with the relevant experience to serve on the Company’s Board of Directors.

DIRECTOR NOT CONTINUING IN OFFICE

William F. Welsh II, age 75 (current77 (retiring upon expiration of term to expire in 2019)December 2018), is the retired Chairman of Election Systems & Software, Inc., a provider of specialized election equipment and software. Mr. Welsh served

as President and Chief Executive Officer of Election Systems & Software, Inc. from 1995 to 2002. From 2000 to 2003, Mr. Welsh served as Chairman of the Board of Directors of Election Systems & Software. Mr. Welsh has also previously served on the Board of Directors of Ballantyne Strong Inc., a publicly-traded company that provides technology solutions primarily for applications in digital projection and digital signage. Mr. Welsh has been a director of the Company since 2001 and currently serves on the Compensation Committee and the Corporate Governance and

NominatingAudit Committee. Mr. Welsh’s prior executive level leadership experience and chief executive officer experience, along with his extensive knowledge of the irrigation and infrastructure markets, provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. Welsh an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that he qualifies as an audit committee financial expert.

Information regarding executive officers of the Company is found in the Company’s Annual Report which has been supplied with this Proxy Statement.

Corporate Governance

The Board of Directors operates pursuant to the provisions of the Company’s Certificate of Incorporation and Bylaws as well as a set of Corporate Governance Principles which address a number of items, including the qualifications for serving as a director, the responsibilities of directors and board committees and the compensation of directors. The Company has adopted a Code of Ethical Conduct that applies to the Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Corporate Controller, as required by Section 406 of the Sarbanes-Oxley Act of 2002. Additionally, the Company maintains a Code of Business Conduct and Ethics for all persons associated with the Company, including its directors, officers and employees, which complies with the listing standards adopted by the New York Stock Exchange. Both of these codes and the Company’s Corporate Governance Principles are available on the Company’s website athttp://www.lindsay.comunder the Investor Relations tab and are available in print to any stockholder who submits a request in writing to the Secretary of the Company.

The Board of Directors conducts its business through meetings and actions taken by written consent in lieu of meetings. During the fiscal year ended August 31, 2016,2018, the Board of Directors held seven meetings.six meetings and acted pursuant to unanimous written consent on one occasion. During fiscal 2016,2018, each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during the period of such member’s service and (ii) the total number of meetings of the committees of the Board of Directors on which he served held during the period of such member’s service.

The Company’s independent directors normally meet in executive session at each regularly scheduled Board meeting. The Chairman of the Board, currently Mr. Nahl, an independent director, serves as the presiding director at each executive session of the independent directors.

Board Leadership Structure

The Company’s Corporate Governance Principles provide that the position of Chairman of the Board of Directors be held by an independent director and, accordingly, the same individual cannot serve as both the Chairman of the Board and as the Company’s Chief Executive Officer. This policy is designed to facilitate the ability of the Board of Directors to perform the important functions of providing independent oversight of management and to address risks faced by the Company. This policy also allows the Chairman to convene executive sessions with independent directors without the need for a separate director to discharge the role of a presiding director.

Board’s Role in Risk Oversight

Management has the primary responsibility for identifying and managing the risks to which the Company is subject, under the oversight of the Board of Directors. Among other things, the Board of Directors considers risks

presented by business strategy, competition, regulation, compensation plans, global economic conditions, general industry trends including the disruptive impact of technological change, capital structure and allocation, and mergers and acquisitions. The Board of Directors as a whole has the primary responsibility for performing this oversight function. The Company’s three standing committees are also responsible for the assessment of risks associated with the general subject matters for which those standing committees have responsibility. The Board’s risk oversight process includes close interaction with the Company’s internal auditors and is facilitated by an annual risk assessment prepared by management. The Company has engaged the accounting firm of Deloitte &

Touche LLP to assist the Company’s internal auditors in the design, executeexecution and preparepreparation of reports with respect to the Company’s overall internal audit plan and to performplan. Deloitte & Touche LLP also assists the Company’s internal auditors in the performance of certain other internal audit services withand in the assistanceprovision of the Company’s internal auditors. Deloitte & Touche LLP provides regular updates to the Audit Committee regarding its services and testing results. The goal of the Board’s risk evaluation process is to identify any activities that create risks that may not be appropriate for the Company, quantify the magnitude of these risks and work with management to develop a plan to mitigate these risks.

Committees of the Board of Directors

The Board of Directors has established an Audit Committee, a Human Resources and Compensation Committee and a Corporate Governance and Nominating Committee.

Audit Committee. The primary purpose of the Audit Committee is to assist the Board of Directors in the oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, and (iv) the performance of the Company’s internal audit function. The Audit Committee is responsible for selecting, compensating and evaluating the Company’s independent auditor. Specific functions performed by the Audit Committee include reviewing periodically with the independent auditor the performance of the services for which they are engaged, reviewing the scope of the annual audit and its results, reviewing the Company’s annual financial statements and quarterly financial statements with management and the independent auditor, reviewing the scope and results of the Company’s internal audit function, and reviewing the adequacy of the Company’s internal accounting controls with management and the independent auditor. The Audit Committee operates under a written charter adopted by the Board of Directors which is available on the Company’s website athttp://www.lindsay.com under the Investor Relations tab and is available in print to any stockholder who submits a request in writing to the Secretary of the Company. The charter meets the requirements of the listing standards adopted by the New York Stock Exchange.

The Audit Committee is currently comprised of Directors Jagodinski (Chairman), Brunner, Christodolou, Nahl, Madere, Rayburn, and Rayburn,Welsh, each of whom has been determined to be independent by the Board of Directors under the rules of the Securities and Exchange Commission and under the listing standards adopted by the New York Stock Exchange. Ms. Madere was appointed as a member of the Audit Committee effective February 12, 2018. Mr. Welsh will resign from the Audit Committee on December 18, 2018 when his current term as a director expires.

In addition, the Board of Directors has determined that each of Messrs. Brunner, Christodolou, Jagodinski, Nahl, Rayburn, and RayburnWelsh qualify as an “audit committee financial expert” under the rules of the Securities and Exchange Commission. TheDuring fiscal 2018, the Audit Committee held six meetings during fiscal 2016.seven meetings.

Human Resources and Compensation Committee. The Human Resources and Compensation Committee is responsible for providing oversight of the Company’s human resource programs, executive compensation and benefit programs. The Human Resources and Compensation Committee reviews and approves the Company’s compensation policies, benefit plans, employment agreements, salary levels, bonus payments, and awards pursuant to the Company’s management incentive plans for its executive officers and other electedappointed officers. The Human Resources and Compensation Committee approves all individual grants and awards under the Company’s long-term equity incentive plans. Itplans; provided, however, that the Human Resources and Compensation

Committee has delegated limited authority to the Company’s Chief Executive Officer to make certain time-vested restricted stock unit awards tonon-officer employees. The Human Resources and Compensation Committee also reviews compensation fornon-employee directors and recommends changes in such compensation to the Board of Directors. The Human Resources and Compensation Committee is specifically responsible for determining the compensation of the Company’s Chief Executive Officer and conducts an annual performance evaluation of the Chief Executive Officer. The Company’s Chief Executive Officer makes recommendations to the Human Resources and Compensation Committee regarding the compensation paid to executive officers and other electedappointed officers. However, the final authority for setting executive officer compensation rests with the Human Resources and Compensation Committee. The Human Resources and Compensation Committee has the discretion to delegate specific responsibilities to the Human Resources and Compensation Committee Chair, any other Human Resources and Compensation Committee member(s) or subcommittees as the Human Resources and Compensation Committee may establish from time to time.

The Human Resources and Compensation Committee has periodically retained external compensation consulting firms to assist and advise it on particular matters. During fiscal 2016,2018, the Company received independent compensation consulting services from Meridian Compensation Partners, LLC (“Meridian”). Meridian was engaged directly by the Human Resources and Compensation Committee, but its fees were paid by the Company. The nature and scope of Meridian’s

engagement with respect to the Human Resources and Compensation Committee’s decisions regarding fiscal 20162018 executive and director compensation are described under “Compensation Discussion and Analysis” found later in this Proxy Statement.

The Human Resources and Compensation Committee operates under a written charter adopted by the Board of Directors which is available on the Company’s website athttp://www.lindsay.com under the Investor Relations tab and is available in print to any stockholder who submits a request in writing to the Secretary of the Company. The charter meets the requirements of the listing standards adopted by the New York Stock Exchange. The Human Resources and Compensation Committee is currently comprised of Directors Brunner (Chairman), Christodolou, Rayburn, Walter and Welsh, each of whom has been determined to be independent by the Board of Directors under the listing standards adopted by the New York Stock Exchange. TheMr. Welsh will resign from the Human Resources and Compensation Committee on December 18, 2018 when his current term as director expires. During fiscal 2018, the Human Resources and Compensation Committee held seven meetings during fiscal 2016.meetings.

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is responsible for making recommendations to the Board of Directors of persons to serve as directors of the Company and as chairmen and members of committees of the Board of Directors and for reviewing and recommending changes in the general Corporate Governance Principles of the Company. It also oversees the annual evaluation by the Board of Directors to determine whether the Board and its committees are functioning effectively. The Corporate Governance and Nominating Committee operates under a written charter adopted by the Board of Directors which is available on the Company’s website athttp://www.lindsay.com under the Investor Relations tab and is available in print to any stockholder who submits a request in writing to the Secretary of the Company. The charter meets the requirements of the listing standards adopted by the New York Stock Exchange.

The Corporate Governance and Nominating Committee identifies nominees to serve as a director of the Company through a combination of suggestions made by independent search firms, directors and stockholders. The Corporate Governance and Nominating Committee will consider director nominees for the 2018next year’s Annual Meeting recommended by stockholders which are submitted in writing, complete with biographical and business experience information regarding the nominee, to the Secretary of the Company by August 23, 2017.September 19, 2019. Candidates for directors are evaluated based on their independence, character, judgment, diversity of experience, financial and/or business acumen, ability to represent and act on behalf of all stockholders, and the needs of the Board. The Corporate Governance and Nominating Committee does not have a formal policy on diversity with regard to consideration of director nominees, but the Corporate Governance and Nominating Committee considers diversity in its selection of nominees and seeks to have a Board that reflects a diverse range of views,

backgrounds and experience. The Corporate Governance and Nominating Committee uses the same criteria to evaluate its own nominees for director as it does for persons nominated by Company stockholders.

The Corporate Governance and Nominating Committee is currently comprised of Directors Walter (Chairman), Brunner, Christodolou and Welsh,Jagodinski, each of whom has been determined to be independent by the Board of Directors under the listing standards adopted by the New York Stock Exchange. Howard G. Buffett served onDuring fiscal 2018, the Committee until his term as a director expired on January 25, 2016. TheCorporate Governance and Nominating Committee held six meetings during fiscal 2016.three meetings.

Related Party Transactions

The Board of Directors has adopted a written policy regarding the review, approval or ratification of related party transactions. Under the policy, all such related party transactions must bepre-approved by the Audit Committee or ratified by the Audit Committee ifpre-approval is impracticable. Under the policy, certain transactions are excluded from the definition of related party transaction, including (i) transactions available to all employees generally, (ii) director and officer compensation approved by the Human Resources and Compensation Committee and/or Board of Directors, as applicable, (iii) transactions in the ordinary course of the Company’s business that are on substantially the same terms as those prevailing at the time for comparable products and services to unrelated third parties, and (iv) certain transactions with other companies where the related party’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 5% of that company’s shares, if the aggregate amount involved during the fiscal year does not exceed the greater of $1,000,000 or 2%

of that company’s total annual revenues. In determining whether to approve or ratify a related party transaction, the Audit Committee will consider, among other factors, whether the terms of the transaction are fair to the Company, whether the transaction would present an improper conflict of interest for any director, officer or other related party, or whether the transaction would impair the independence of an outside director. Any Audit Committee member who has an interest in a transaction under discussion must abstain from voting on the proposed transaction.

Howard G. Buffett retired from the Board effective January 25, 2016. During fiscal 2016, The Howard G. Buffett Foundation, a private charitable foundation of which Mr. Buffett is Chairman and Chief Executive Officer, and the Nature Conservation Trust, a South African charitable organization of which Mr. Buffett is a trustee, purchased an aggregate of $289,523 of irrigation equipment, ancillary equipment and services from the Company. These transactions were at prices in accordance with the Company’s pricing policy for qualifying charitable, nonprofit, educational and research organizations.

Compensation Discussion and Analysis

Compensation Philosophy and Overview.The overall goal of the Company’s compensation policy is to maximize stockholder value by attracting, retaining and motivating the executive officers thatwho are critical to its the Company’slong-term success. The Board’s Human Resources and Compensation Committee (the “Committee”) believes that executive compensation should be designed to promote both the short-term and long-term economic goals of the Company. Accordingly, an important component of the Committee’s compensation philosophy is to closely align the financial interests of the Company’s executive officers with those of the Company’s stockholders. The Board of Directors and the Committee take several measures to monitor this degree of alignment, which include conducting anon-binding “say on pay” vote at each annual meeting of the Company’s stockholders. Stockholders have approved thenon-binding “say on pay” resolution by a vote of more than 90% of the votes cast on this proposal at each of the Company’s sixeight annual meetings at which such a vote was held. While the Committee considered the “say on pay” voting results in establishing fiscal 20162018 and fiscal 20172019 compensation, no specific actions were deemed necessary as the Committee believed the results of the “say on pay” votes were a confirmation that stockholders were in general agreement with the Committee’s compensation philosophy. The Committee will continue to consider the “say on pay” voting results and other feedback provided fromby the Company’s stockholders when making future compensation decisions concerning the Company’s executive officers.

In order to implement its compensation philosophy, the Committee has determined that the total compensation program for executive officers should consist of the following components:

Background Regarding Strategic Transition in Fiscal 2018. Fiscal 2018 was a year of transition for the Company as Mr. Hassinger was hired to succeed Mr. Parod as President and Chief Executive Officer upon Mr. Parod’s retirement in October 2017. Following Mr. Hassinger’s preliminary review of the Company’s strategies, processes, operations and key differentiation points, the Company initiated a focused performance improvement initiative referred to as Foundation for Growth. Objectives included setting strategic direction, defining priorities, and improving overall operating performance, with a key financial objective to achieve operating margin performance of 11 percent to 12 percent in fiscal 2020 without assuming improvement in the market place.environment. While work is ongoing with respect to Foundation for Growth initiatives, the Company made meaningful progress during fiscal 2018:

The Company incurred $9.7 million of costs associated with Foundation for Growth initiatives during fiscal 2018 and expects to incur significant additional costs in fiscal 2019, which are expected to be recovered through improved operating income in fiscal 2020. While Foundation for Growth initiatives have and will continue to negatively affect short-term financial performance, management, the Committee and the Board of Directors believe this is an investment that will better position the Company for long-term profitability and success. Since thesenon-recurring costs were not contemplated at the time the Board of Directors approved the fiscal 2018 operating budget which served as the basis for the Company’s annual cash incentive awards, the Committee decided to adjust fiscal 2018 operating results to exclude costs associated with Foundation for Growth initiatives for purposes of the calculation of the annual cash incentive payouts.

Compensation-Related Risk Assessment.The Committee has assessed the risks that could arise from the Company’s compensation program and does not believe that the terms of this program encourage excessiverisk-taking that is reasonably likely to have a material adverse effect on the Company. For example,The Committee considered the Company’sfollowing factors as they relate to the compensation program: (i) focuses

The Committee’s Independent Compensation Consultant.The Committee engaged Meridian Compensation Partners, LLC in fiscal 20162018 to provide a competitive assessment of the Company’s executive compensation program and to evaluate the compensation of the Named Executive Officers in comparison to peer group proxy data and relevant survey data. Meridian was engaged directly by the Compensation Committee, but its fees were paid by the Company. The Committee has adopted apre-approval policy for certain compensation consulting services to be provided by Meridian to management of the Company, but has determined that the scope of services and annual limit on fees set forth in thepre-approval policy will not impair Meridian’s independence from management.

Market Alignment of our Executive Compensation.It has beenWhen evaluating the intentmarket competitiveness of the Committee that executive salaries, target annual incentive opportunities, and target long-term incentive values, be aimed at the median ofCommittee generally considers the market medians for comparable positions among manufacturing and general industry companies of similar size (measured by annual revenues) and complexity (measured primarily by number of distinct business lines and scope of international focus) toas the Company, for comparable positions, based on available peer group and survey data, with variation due to differences in executive skill levels and experience, the executive’s role, individual performance, organizational hierarchy, and internal fairness with other positions and roles within the Company.

The Committee annually compares the Named Executive Officers’ general compensation levels against available market data and then also performs anin-depth review of the entire compensation program approximately every three years in order to comprehensively review the Company’s short and long-term compensation strategies, award mixes and performance metrics.

In conducting its review and analysis, Meridian used a combination of proxy data from peer companies and survey composite data. Peer group data was used as the primary data source for establishing benchmark compensation levels for the Chief Executive Officer, Chief Financial Officer and other positions where comparable position data was available, with general industry survey data used as a supplemental data source for these positions. General industry survey data was used as the primary data source for positions where comparable position data was not sufficiently available. The composite data was obtained from the Equilar Executive Compensation Survey and included compensation information from over one thousand general industry companies with revenue betweenone-third ($206 million) and three times ($1.85 billion) the Company’s annual revenues.

DuringIn 2015, Meridian undertook an extensive review ofassisted the benchmarkingCommittee in reviewing and modifying the peer group for fiscal 2016 and utilizedgenerally used the following selection criteria: (i) U.S. based

The selected revenue range was broader than that used in the prior year (which was approximatelyone-half to two times the Company’s revenue for its most recently completed fiscal year), but similarly resulted in a peer group where the Company’s revenue was within a reasonable range ofutilized for fiscal 2017 pay decisions contained one change from the peer group median revenue. As a result of this extensive review by Meridian, the number ofestablished for fiscal 2016, as Blount International, Inc. was removed because it was acquired and taken private. The peer companiesgroup used for fiscal 2018 pay decisions contained an additional change from the peer group established for fiscal 2016, as CLARCOR Inc. was increased from 13 to 22, including significant overlap with the prior peer group.removed because it was acquired by a larger public company. The resulting22-company20-company peer group used for fiscal 2016 includes2018 pay decisions consists of the following companies:companies (each of which was publicly traded, had updated proxy filings, remained within an appropriate size range, and did not have any pending M&A, bankruptcies, or other issues that could diminish its effectiveness as a peer):

Based on its review and analysis, Meridian noted that in the aggregate, the Company’s 20152017 target total compensation levels were slightly below, butwas, on an aggregate basis, generally within a competitive range of both proxy and Equilar survey data and recommended various minor changes to the Company’s fiscal 2016 executive compensation program.relevant market data.

Role of Management in Setting Compensation.In addition to reviewing the compensation of executive officers against the competitive market, the Committee also considers recommendations from the Company’s President and Chief Executive Officer regarding the total compensation for executive officers.officers, which recommendations for fiscal 2018 were provided by Mr. Hassinger. Further, the Committee considered the historical compensation of each executive officer, from both a total compensation and a component by component basis, in setting the fiscal 20162018 compensation for the executive officers.

Recoupment Policy.The Committee is of the view that awards of annual cash incentive and certainlong-term incentive compensation awarded to executive officers should be adjusted in the event of restatements of the Company’s financial results. Accordingly, the Committee has adopted a policy that allows recoupment or repayment of annual cash incentive and certain long-term incentive compensation payments made to executive officers during the three years preceding the restatement of Company financial statements to the extent such payments exceeded the amounts that would have been payable based on the restated financial results. Conversely, the policy allows for additional payments to the extent the amounts paid as annual cash incentive and certain long-term incentive payments received in the three years preceding a restatement of Company financial statements were less than the amounts that would have been payable based on the restated financial results.

20162018 Executive Compensation Program.The Company’s fiscal 20162018 compensation program for its executive officers, including the executive officers named in the Summary Compensation Table included in this Proxy Statement, consisted of four basic components, which are (i) base salary, (ii) annual cash incentive awards, (iii) long-term incentive compensation and (iv) other employee benefits. The purposes of each of these components of executive compensation and the manner in which compensation for fiscal 20162018 under these components was determined by the Committee for executive officers are as follows:

Base Salary.Base salaries are designed to provide executive officers with a competitive level of fixed compensation that is commensurate with the executive officer’s individual responsibility, experience, tenure and general performance of duties. Base salary levels are also subject to competitive pressures faced by the Company for attracting and retaining qualified executives to fill key positions in the different geographic regions where the Company’s executives reside. The Committee considers peer group and compensation survey information regarding base salary levels for executive officers with comparable positions and responsibilities in similar companies in order to maintain base salaries at competitive levels. In general, the Committee evaluates each executive officer’s base salary on an annual basis to determine if an increase from the prior fiscal year’s base

salary is justified based on these criteria and considerations. In the case of Mr. Parod, base salary was initially established by the terms of his employment agreement and was subject to annual increases as determined by the Committee. Likewise, in the case of Mr. Hassinger, base salary was initially established by the terms of his employment agreement and is subject to annual increases as determined by the Committee.

In the first quarter of fiscal 2016,2018, the Committee established the base salaries for each of the Named Executive Officers, except for Mr. Ketcham whose base salary was established when he joined the Company in April 2016. In May 2016, Mr. Wood’s base salary was further adjusted in connection with his appointment as President – Agricultural Irrigation.Officers. With respect to the base salaries of Named Executive Officers other than Mr. Parod,Hassinger, the Committee considered Mr. Parod’sHassinger’s recommendations for salary adjustments (or the establishment of a base salary for Mr. Ketcham) and competitive salary information included in Meridian’s report on executive compensation. Mr. Hassinger, with assistance from Mr. Parod, made his recommendations for salary adjustments primarily based on individual performance and the Meridian report. With respect to Mr. Parod,Given his recent hiring, the Committee considereddetermined that Mr. Hassinger’s salary would remain the competitive salarysame per the terms of his employment agreement. The table below sets forth information included in Meridian’s report on executive compensation,about the Company’s performance and Mr. Parod’s personal performance and concluded that an increase in hisfiscal 2018 base salary from $640,000 to $660,000 (or 3.1%) was appropriate. This increase brought Mr. Parod’s salary to approximately the medianlevel for each of the competitive market data.Named Executive Officers:

For purposes of the 2016annual cash incentive awards under the 2018 MIP, (i) revenue was defined as the Company’s fiscal 20162018 operating revenues and (ii) operating marginROIC was defined as the Company’s fiscal 20162018 net operating income after taxes divided by fiscal 2016 operating revenues, and (iii) economic profit was defined as the Company’s fiscal 2016 net operating profit after taxes less an operating charge equal to the Company’s fiscal 2016 average monthly net assets multiplied by the Company’s weighted average cost of capital.invested capital (i.e., total interest-bearing debt plus shareholders’ equity minus cash). Each of the threetwo subcomponents was to be calculated using the Company’s Consolidated Statement of Operations for the year ended August 31, 2016.2018. The Committee chose to use revenue operating margin and economic profitROIC as the financial performance measures for determining annual cash incentive awards under the 20162018 MIP because it believed that the Named Executive Officers had significant influence over these measures, that these measures align the interests of officers with the creation of stockholder value, that these measures incentivize revenue growth as well as earnings growth and prudent balance sheet management, and that these measures are well understoodwerewell-understood by management and stockholders. Accordingly, each of the revenue operating marginsubcomponent and economic profit subcomponents werethe ROIC subcomponent was assigned weightingsa weighting of 50%, 40% and 10%, respectively, by the Committee.

In general, the Committee seeks to establish target levels for financial performance goals based on the Company’s annual budget for the relevant fiscal year as approved by the Board of Directors. The targets established for specific business units also correspond to the fiscal 20162018 operating budget. Each target would have excluded the effect of any acquisitions made during fiscal 2016,2018, but there were none. The Committee took into consideration the cyclical downturnstabilization in the agricultural markets in establishing these target levels,

acknowledging thatlevels. For example, the Committee set the revenue operating margin and economic profit targetstarget for fiscal 2016 were set less2018 at a slightly higher level than the Company’s revenue target levels for fiscal 2015, but set2017 and significantly higher than the fiscal 20152017 actual results.

Under the 20162018 MIP, a Named Executive Officer could earn a portion of his Target Cash Incentive Award if he achieved at least a threshold level of performance for any of the financial or individual performance components. Separate calculations were performed to determine the payout earned under the financial performance component and the individual performance component, and those two components were then added together to determine the final cash incentive awarded to a Named Executive Officer. The financial performance subcomponents are calculated according to a scale that provides varying percentage payouts for “threshold”, “intermediate”, “target” and “maximum” performance levels. If the Company fails to meet the “threshold” performance level for a specific financial performance subcomponent, then the Named Executive Officer will receive no payout under that specific subcomponent. Percentage payouts between the threshold, intermediate, target and maximum levels are linearly interpolated for each financial performance subcomponent. Compared to fiscal 2017, the Committee tightened the range between threshold and maximum performance payouts in order to reduce or eliminate rewards for performance meaningfully below expectations while better rewarding exceptional performance. The Committee significantly increased the level of difficulty to achieve the threshold performance level necessary to earn a portion of a Target Cash Incentive Award. In recognition of the increased performance expectation, the Committee simultaneously increased the payout for achieving the more challenging threshold and reduced the maximum performance level relative to target.

For fiscal 2016,2018, the following performance levels trigger the following percentage awardsaward payouts (calculated as a percentage of the Target Cash Incentive Award available under the overall Company financial performance component):

The Committee also approved the use of individual performance objectives to determine 20% of the annual cash incentives under the 20162018 MIP for each Named Executive Officer. The individual performance objectives were designed to focus on goals or initiatives that will create longer-term value for the Company. Depending on the officer, these performance objectives relate to areas such as strategic acquisitions, market development, market share growth and product development. Some of these individual performance objectives are objective and depend upon the accomplishment of specific, measurable goals such as increased sales, introduction of new products or cost reductions. Others are subjective in nature, such as performance objectives tied to customer service, marketing, process improvements, or the strengthening of operational and sales capabilities.

The cash incentive awardedaward earned under the individual performance component is calculated according to a scale providing for the following percentage awardspayouts (calculated as a percentage of the Target Cash Incentive Award available under the individual performance component):

Both the financial and individual performance component calculations offer a range of payouts for performance that exceeds or falls short of the target level. The Committee believes that this not only provides an incentive tofor executives to achieve performance that exceeds expectations, but it also provides constant motivation during down business cycles. By rewarding a range of performance, the Committee hopedstrives to partially

counteract the cyclical nature of the Company’s business. Likewise, the receiptpayout of an earned award under one component or subcomponent is not contingent upon meeting a certain performance standard under any of the other componentcomponents or subcomponents. For example, an executive who has met all of his individual performance objectives would still be entitled to receive a payout under the individual component even if the Company failed to meet the threshold financial performance objectives. Similarly, an executive may receive a payout if the threshold level (or higher) is met for a specific financial performance subcomponent even if the executive failed to meet his or her individual performance objectives and/or the Company failed to meet the threshold levels for any of the other financial performance subcomponents. If any sort of unplanned event should arise, the 20162018 MIP gives the Committee the discretion to reduce (but not increase) the incentive payouts under the plan. The following example demonstrates how a hypothetical executive officer’s annual cash incentive payment was calculated under the 20162018 MIP:

During fiscal 2016,2018, for purposes of the 20162018 MIP, the Company recorded revenue of $516.4$547.7 million operating marginand ROIC of 6.7% and economic profit (loss)9.3%. However, based on the reasons stated in the “Background Regarding Strategic Transition in Fiscal 2018” discussion above, the Committee decided to adjust the calculation of $(14.0) million.ROIC to back outnon-recurring expenses related to Foundation for Growth initiatives, resulting in adjusted ROIC of 11.0%. Based on these results, the overall Company Financial Performance Component payout percentage was 64%88% based on subcomponent payout percentages of 86%, 53%96% and 0%80% for each of the revenue (50%), operating margin (40%) and economic profit (10%ROIC (50%) subcomponents, respectively. The payout percentage for certain market financial performance components for Named Executive Officersparticipants in the 2018 MIP ranged from 65%85% to 142%152%. At a meeting in October 2016,2018, the Committee verifiedcertified the attainment of these measures used for the Financial Performance Component of the 20162018 MIP. In addition, after the conclusion of fiscal 2016,2018, Mr. ParodHassinger recommended scores to the Committee for each Named Executive Officer (including himself) under the Individual Performance Component of the 20162018 MIP. TheMr. Hassinger requested that the Committee then discussed and approved those scores, determining thatconsider providing each of the Named Executive Officers were entitledwith full credit for their individual objectives as he did not believe it was fair to penalize officers for sacrificing their individual bonus opportunities to prioritize Foundation for Growth initiatives. After discussion, the Committee determined that each of the Named Executive Officers would receive a 100% performance multipliersmultiplier under the Individual Performance Component of the 20162018 MIP.

The table below sets forth the 2018 MIP rangingTarget Cash Incentive Awards and actual payouts to each of the Named Executive Officers based upon fiscal 2018 performance. Messrs. Parod and Downing have been intentionally omitted due to their departures from 92% to 105%.the Company during fiscal 2018, as neither received any payout under the 2018 MIP.

The dollargrant date values allocated to PSUs and RSUs were divided by the closing sale price of the Company’s common stock on the grant date ($67.6891.56 as of October 23, 2015)31, 2017) to convert those dollar values into total numbers of stock units initially awarded to each Named Executive Officer other than Mr. Ketcham.Officer. While the dollar valuenumber of PSUs granted was based upon a payout ratio of 100%,target level, the actual PSU payout rationumber of PSUs actually earned may be as low as 0% if the Company fails to meet the threshold performance level for both performance measures. Alternatively, the PSU payout rationumber of PSUs actually earned may be as high as 200% if the Company meets or exceeds the maximum performance level for both performance measures. The dollar values allocated to stock options were converted to a number of stock options by using the Black-Scholes option pricing formula on the grant date. On April 11, 2016,

In addition to the Committee grantednormal cycle grant discussed above, Mr. Ketcham anHassinger received a special inducement award of RSUs with an initiala grant date value of $100,000approximately $3,000,000, which was converted into 1,463resulted in the grant of 33,658 RSUs based on the closing sale price of the Company’s common stock on that date ($68.31)89.13). TheseThe special inducement grant of RSUs grantedis subject to Mr. Ketcham were issuedvesting at the rate of33-1/3% per year on November 1, 2018, 2019 and 2020. This RSU grant was made as a recruiting inducement and to align his financial interestscreate an immediate and meaningful alignment with thosestockholders’ interests.

Further, on July 2, 2018, the Committee determined to make discretionary awards of RSUs in special recognition of management efforts in connection with the Company’s Foundation for Growth initiative. Each of Messrs. Ketcham, Wood and Marion received a special award with a grant value of approximately $20,000, which was converted into 204 RSUs based on the closing price of the Company’s stockholders.common stock on that date ($97.98). The special grant of RSUs is subject to vesting at the rate of33-1/3% per year on November 1, 2018, 2019 and 2020.

Under the terms of the individual award agreements, both the PSUs and RSUs awarded to Named Executive Officers for fiscal 20162018 are payable in common stock and provide the Named Executive Officers with special cash dividend equivalents which entitle them to receive any special cash dividend paid by the Company while the PSUs and RSUs are outstanding; provided, however, that any special cash dividend equivalents will be converted into additional units and will not be payable until all applicable vesting and performance conditions have been met. No cash payment or dividend equivalent will be payable in connection with any regular quarterly dividends. In addition, awards under the PSUs, RSUs and stock options are subject to certain anti-dilution adjustments in the event of a stock split, stock dividend, merger or other similar corporate transaction. The Committee has adopted a policy regarding the timing of grants of PSUs, RSUs and stock options to employees which generally provides that such grants will be made on an annual basis during the first quarter or at the beginning of the second quarter of the fiscal year and at least two business days after the Company has issued its full-year earnings release for the prior fiscal year.

Each of the PSUs and RSUs has a three-year vesting period. The PSUs awarded during fiscal 20162018 are subject to cliff vesting and will not become realizable until fiscal 2019.2021. At that point, depending upon the

Company’s performance over the three-year period, the PSUs will either convert into a specified number of shares of the Company’s common stock or become worthless. The Committee selected a three-year performance period because measuring performance over a long period would be less affected by cyclical variations in the Company’s business andone-time events. The Committee felt that a three-year period was commonly used by similar companies for this reason. The RSUs awarded during fiscal 20162018 will vest ratably vest over the same three-year period, with one third of the RSUs converting into Company common stock on November 1 in each fiscal year following the grant date, provided that the Named Executive Officer continues his employment with the Company. Nonqualified stock options vest ratably over a four-year period, provided that the Named Executive Officer continues his employment with the Company, and expire 10 years after the grant date.

The specific terms of the PSU, RSU and stock option grants made to the Named Executive Officers for fiscal 20162018 are as follows:

Performance Stock Unit (PSU) Awards.Awards.PSUs represent a right to receive a certain target number of shares of the Company’s common stock at a specified time in the future if certain performance objectives have been met

during the specified performance period leading up to the payout of the PSU. PSUs are, therefore, designed to reward achievement of specific performance objectives over this period. Historically, the Compensation Committee has awarded PSUs with a threshold payout of 50% of the target number and a maximum payout of 200% of the target number. In addition to requiring satisfaction of the applicable threshold performance levels, PSUs are only payable if the recipient remains employed with the Company until payout occurs after the end of the performance period (or under certain circumstances involving a change in control, death or complete disability, as discussed in the “Termination Payments” section below).

Each PSU awarded in fiscal 20162018 has a three-year performance period running through the end of fiscal 20182020 (i.e. August 31, 2018) and will vest2020) with any earned PSUs vesting on November 1, 2018. Consistent with prior years,2020. Reflective of the desire to balance earnings growth and efficient use of capital, the Committee chose Revenue Growthoperating income growth (“Operating Income Growth”) and Return on Net Assets (“RONA”),ROIC, each equally weighted, as the performance measures to be used to determine PSU payouts for the three-year performance period. TheStarting in fiscal 2017, the Committee previously considered several performance measures, including measures that were tiedreplaced revenue growth (“Revenue Growth”) with Operating Income Growth in order to better incentivize profitable growth. Also starting in fiscal 2017, the Company’s stock price orCommittee replaced return on net assets (“RONA”) with ROIC, as this measure is aligned with prevalent market practice and better incentivizes executives to optimize profitability and the accomplishment of specific performance objectives, but decided against using stock price as a performance measure because it felt that such a plan would be susceptible to distortion from the cyclical naturevalue-creation potential of the Company’s business. Likewise, the Committee decided against the use of other performance objectives because of the difficulty in correlating such objectives to stockholder value.capital investments. While revenueROIC is also used as a component of the Company’s annual cash incentive award, the Committee believed that top line revenueROIC is an appropriate metric for both short-term and long-term performance. The annual cash incentive program is based on performance against the Company’s annual budget, while PSUs are focused on cumulative revenue growthreturns over a three-year period. Considering the cyclical nature of the Company’s business, the Committee believed this mix of short-term and long-term targets provides a balanced focus on top-line revenue growth.ROIC. Additionally, each of the annual cash incentive and long-term incentive programs utilize other performance measures that incentivizetop-line revenue growth and profitability, with revenueROIC only accounting for a 40% weighting for the annual cash incentive program (50% of the financial performance component which accounts for 80% of total annual cash incentive award) and Revenue GrowthROIC only accounting for a 50% weighting for the PSU awards.

Ultimately, the Committee chose to base PSU payouts on RevenueOperating Income Growth and RONAROIC because it determined that there was a reasonable relationship between these performance measures andthey align executives’ potential payouts with stockholder value.value creation. Additionally, these performance measures could be easily quantified and calculated for the purposes of determining whether the Company had met the necessary performance requirements. The Committee assigned equal weighting to RevenueOperating Income Growth and RONAROIC for purposes of determining PSU payouts in order to drive profitable growth and focus on appropriate asset management. Additionally, the Committee was concerned that considering RONA alone could create an incentive for Named Executive Officers to unnecessarily dispose of assets in order to manage the denominator and inflate the Company’s RONA and thereby increase their PSU payout. To prevent such an occurrence, the Committee decided to use both RONA and Revenue Growth as performance measures and to weight them equally. Although the Committee feels that RevenueOperating Income Growth and

RONA ROIC reasonably approximate the connection between executive performance and stockholder value, future developments could possibly prompt the Committee to make subsequent PSU awards according to different performance measures.

“RevenueOperating Income Growth” is calculated according tobased on cumulative revenueoperating income growth as opposed to average annual revenueoperating income growth in order to minimize theyear-to-year distortion that can result fromshort-term cyclical changes in revenueoperating income growth. For purposes of measuring performance, the target annual RevenueOperating Income Growth rate is converted into a cumulative revenueoperating income amount which will be computed as the sum of all revenueoperating income generated during the three-year performance period assuming the target annual growth rate. Actual performance will be calculated as the sum of the Company’s actual consolidated operating revenuesincome during the three-year performance period in comparison to the target amount of cumulative revenue.operating income.

“RONA”ROIC” is calculated in the following manner:

For the purposes of calculating RevenueOperating Income Growth and RONA,ROIC, any acquisitions made by the Company and revenues, expenses, assets, income and/or assetslosses associated with such acquisitions are excluded in the fiscal year of the acquisition, but will be fully included during everyeach year thereafter.

The Committee has established the following three-year average performance measures for RevenueOperating Income Growth and RONAROIC for the PSUs awarded in fiscal 2016:2018:

The Committee selected target performance measures that were within the range of the long-term target financial performance goals communicated from Lindsay to the stockholders by Mr. Parod in the 20152017 Annual Report. The Committee attempted to establish maximum and threshold performance levels that would appropriately reward the Named Executive Officers for exceptional performance, while also providing them with continued motivation in the event that market factors or down periods make it impossible to meet target performance levels. A partial PSU payout can be earned by the Named Executive Officers as long as the Company achieves the threshold performance for one of the performance factors even if the Company does not achieve threshold performance for the other performance factor.

The Committee is also entitledhas discretion to adjust the conversionpayout calculation in order to reduce (but not increase) the amountnumber of stock awardedPSUs earned to take into account any unanticipated events including, but not limited to, extraordinary or nonrecurringnon-recurring items, changes in tax laws, changes in generally accepted accounting principles, impacts of discontinued operations and restatements of prior period financial results.

The following is an example of how the payout of PSUs would be calculated for a hypothetical executive officer who received a total award of 1,000 PSUs in fiscal 2016.2018.

In the event of a change in control of the Company, the PSUs will convert into an amount of Company common stock that is prorated to account forvestpro-rata based on the amount of time elapsed during the Named Executive Officers held the PSUsperformance period prior to the change of control transaction andtransaction. The payout, if any, will be paid out based on the probable or expected level of Revenue Growth and RONAachievement with respect to the applicable performance measures at the time of the change in control.control (i.e., either (i) Revenue Growth and RONA or (ii) Operating Income Growth and ROIC). If any of the Company’s financial statements are restated before the payout of PSUs as the result of errors, omissions or fraud, for any fiscal year during the three-year performance period, such restated results will be used to recalculate any PSU conversions made at the expiration of the performance period.

Fiscal 2014-2016 Performance.2016-2018 Performance. The end of fiscal 20162018 marked the end of the three-year performance period for the PSUs awardedgranted in fiscal 2014.2016. For this performance period, the Company achieved three-year cumulative revenue of $1,676.1$1,582.1 million and three-year average RONA of 8.2%5.07% which equated to a cumulative payout percentage of 0% of target. Since the threshold level was not met for either performance measure, no sharesnone of common stockthe PSUs were issued to anyearned by the Named Executive Officers with respect to this tranche of PSUs.Officers. No payouts have yet been earned with respect to the PSUs awarded in fiscal 20152017 and fiscal 20162018 which have three-year performance periods ending at the end of fiscal 20172019 and fiscal 2018,2020, respectively.

“Revenue Growth” was calculated according to cumulative revenue growth as opposed to average annual revenue growth in order to minimize theyear-to-year distortion that can result from short-term cyclical changes in revenue growth. For purposes of measuring performance, the target annual Revenue Growth rate was converted into a cumulative revenue amount which was computed as the sum of all revenue generated during the three-year performance period assuming the target annual growth rate. Actual performance was calculated as the sum of the Company’s actual consolidated operating revenues during the three-year performance period in comparison to the target amount of cumulative revenue.

“RONA” was calculated in the following manner:

Restricted Stock Unit (RSU) Awards.Awards.For the previously discussed reasons, the Committee determined that one third of each Named Executive Officer’s long-term incentive award should consist of RSUs, except that (i) Mr. KetchamHassinger received 100% of his start dateinducement award in the form of RSUs.RSUs and (ii) the Committee determined to make discretionary awards to Messrs. Ketcham, Wood and Marion consisting solely of RSUs in special recognition of management efforts in connection with the Company’s Foundation for Growth initiative. RSUs represent a right to receive a certain number of shares of the Company’s common stock at a specified time in the future, but are not conditioned upon achieving any specific performance objectives, and are only payable if the recipient remains employed by the Company at the end of the vesting period leading up to the payout of the RSU (or under certain circumstances involving a change in control, death or complete disability, as discussed in the “Termination Payments” section below). RSUs are designed primarily to encourage retention of executive officers and key employees.

The RSUs awarded in fiscal 20162018 vest according to a three-year schedule, withone-third of the RSUs vesting on November 1 of each fiscal year following the fiscal year of their award contingent upon the Named Executive Officer’s continued employment with the Company. Upon vesting, each RSU converts into a share of the Company’s common stock. There will be no acceleration of vesting of these RSUs upon a change in control unless (i) such awards are not assumed or substituted by the acquirer or (ii) the acquirer’s securities are not publicly traded in the United States, in which case, vesting would be fully accelerated.

Nonqualified Stock Option Awards.Awards. Nonqualified stock options represent an option to purchase shares of the Company’s common stock at an option price equal to the closing price on the New York Stock Exchange of the Company’s common stock on the grant date. Stock options have a10-year term and will vest ratably (one-fourth(one-fourth each year) on November 1 of the next four calendar years following the grant date (or under certain circumstances involving a change in control, death or complete disability, as discussed in the “Termination

Payments” section below). The stock options are designed to motivate executives to increase stockholder value as the stock options will only have value if our stockholders also benefit from increasing stock prices.

The nonqualified stock options awarded in fiscal 20162018 have an option price of $67.68$91.56 (which is equal to the closing price on the New York Stock Exchange of the Company’s common stock on the grant date) and will vest ratably (one-fourth(one-fourth each year) on November 1 of the next four calendar years following the grant date. Vesting is contingent upon the Named Executive Officer’s continued employment with the Company. No stock option may be exercised more than 10 years from the date of grant. There will be no acceleration of vesting of these stock options upon a change in control unless (i) such awards are not assumed or substituted by the acquirer or (ii) the acquirer’s securities are not publicly traded in the United States, in which case, vesting would be fully accelerated.

Committee’s View on Executive Stock Ownership.The Committee intends that annual grants of long-term incentive awards will create a layering effect that will provide constant motivation and alignment of executive and stockholder interests extending into the future and will support executive retention. In December 2014, the Board adopted formal stock ownership guidelines applicable to all members of senior management. Each Named Executive Officer is expected to reach his respective ownership requirement within seven years after the date of his appointment as an officer. In addition to shares owned by the executive, outstanding RSUs andin-the-money stock options, net of taxes and exercise price, are counted toward the ownership requirement. PSUs are not counted toward the ownership requirement until they are earned, vested and distributed to the executive. The following table sets forth the applicable stock ownership guideline for each Named Executive Officer and the current ownership multiple for such officer as of December 1, 2016. Mr. Raabe hasOctober 19, 2018. Messrs. Parod and Downing have been intentionally omitted due to his retirement.their departures from the Company.

Anti-Pledging/Hedging Policy.The Board has adopted a policy prohibiting directors and executive officers from pledging Company securities as collateral for any outstanding obligation or entering into any transactions designed to hedge or offset any decrease in the market value of Company securities.

Other Employee Benefits.The Company also provides certain other benefits to its Named Executive Officers in the normal course of business as appropriate to be competitive with market practice. In addition to this standard benefits package, Named Executive Officers are provided supplemental life insurance coverage and offered participation in a concierge executive health program.

Also, during fiscal 2016,according to the terms of his employment agreement, Mr. Hassinger received a taxable car allowance of $2,000 per month commencing upon his October 2017 start date. Mr. Parod also received a taxable car allowance of $2,000 per month according to the terms of his employment agreement. agreement until his retirement in December 2017.

In connection with his commencement of employment in fiscal 2018, the Company agreed to provide Mr. Hassinger with certain relocation benefits and agreed to facilitate the sale of his former home in Indiana because he was unable to sell his home within a reasonable period of time and the Company desired to facilitate his family’s relocation in a timely manner. The Company retained an outside relocation administrator, which purchased the Indiana residence from Mr. Hassinger for $762,250, which was equal to the average of two independent valuations of the home. The Company also agreed to pay the closing costs associated with Mr. Hassinger’s sale of the home and the purchase of his new home and certain associated fees and expenses related to the purchase and resale of the home. The Company also agreed to provide taxgross-ups to Mr. Hassinger to the extent his relocation benefits were taxable to him.

Other benefits provided to the Named Executive Officers are generally those which are available to all employees of the Company, such as participation in Company sponsored health and dental insurance, life insurance and disability benefits. The Company and employee participants share in the cost of these programs. The Company also maintains a qualified 401(k) retirement plan to which the Company makes matching contributions corresponding to employee contributions. The Company’s Named Executive Officers are eligible to participate in each of these employee benefit plans.

See the Summary Compensation Table for additional information about the value of benefits and perquisites provided to Named Executive Officers in fiscal 2018.

Termination Payments. The Company is party to arrangements with its Named Executive Officers that provide for termination payments under several possible scenarios, including payments that are triggered by a change in control of the Company. All outstanding equity awards issued to the Named Executive Officers prior to the end of fiscal 2015 would be treated as follows in the event of a change in control:

For all equity awards issued and outstanding under the Company’s new 2015 Long-Term Incentive Plan (i.e., all outstanding equity awards issued during fiscal 2016)2016, fiscal 2017, and fiscal 2018), there will be no acceleration of vesting of RSUs and options upon a change in control unless (i) such awards are not assumed or substituted by the acquirer or (ii) the acquirer’s securities are not publicly traded in the United States, in which case, vesting would be fully accelerated.

The Company has entered into employment agreements with each Named Executive Officer which do provide for certain additional compensation to them if their employment with the Company is terminated without cause. In the case ofIf Mr. Parod, he will be entitled to receive a lump sum payment equal to 3.2 times his annual salary if hisHassinger’s employment is terminated without cause other than at any time within two years following a change inof control, (or a prorated target bonus for the portion of the fiscal year in which his termination occurs and a lump sum paymenthe will receive severance compensation equal to threeone andone-half times the sum of his annual base salary andplus target bonus if his employmentbonus. If Mr. Hassinger is terminated without cause or if he terminates his employment for good reason within two years following a change in control).control, then he will receive severance compensation equal three times the sum of his annual base salary plus target bonus. In either severance scenario, Mr. Hassinger will also receive a prorated bonus based on

actual performance under the Company’s annual management incentive plan for the fiscal year of termination. In the case of Messrs. Downing, Ketcham, Wood and Wood,Marion, each of them will be and in the case of Mr. Raabe who retired effective December 2, 2016, he would have been, entitled to receive a lump sum payment equal to one times his annual salary if his employment is terminated without cause other than at any time within one year following a change in control or one timesthe sum of his annual salary plus target bonus if his employment is terminated without cause or if he terminates his employment for good reason within one year following a change in control. The termination provisions contained in Mr. Parod’s employment agreement were specifically negotiated between the Company and Mr. Parod at the time he joined the Company and were considered necessary in order to attract and retain him. In fiscal 2010, the Company modified the definition of separation payment under Mr. Parod’s employment agreement from two times annual salary and target bonus to 3.2 times annual salary (which is the economic equivalent of the prior arrangement) to avoid potential issues with the deductibility of annual bonus payments under Section 162(m) of the Internal Revenue Code, as amended. All termination provisions are designed to provide these executive officers with cash to provide for their living expenses in situations where their employment was not terminated voluntarily or for cause.

The following tables set forth the estimated amount of the benefits that each of the Named Executive Officers would have received under a variety of hypothetical termination and change in control scenarios. Messrs. Parod and Downing have been intentionally omitted due to their departures from the Company prior to the end of fiscal 2018. Mr. Parod did not receive any severance benefits in connection with his retirement. Information regarding Mr. Downing’s separation pay can be found in the Summary Compensation Table. All of the information presented in the following tables is provided for illustrative purposes only.

TERMINATION SCENARIOS NOT INVOLVING A CHANGE IN CONTROL

CHANGE IN CONTROL SCENARIOS

Tax Considerations.Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), imposes an annual, individual limit of $1 million on the deductibility of the Company’s compensation payments to the chief executive officer and certain other Named Executive Officers. Prior to the three most highly compensated executive officers (other thaneffectiveness of the principal financial officer). Specified compensation is excluded for this purpose, includingTax Cuts and Jobs Act of 2017, the deduction limit did not apply to performance-based compensation, provided that certain conditions arewere satisfied. The Committee has attempted to preserve, to the extent practicable, the deductibility of all compensation payments to the Company’s executive officers. WithHowever, while the exceptionCommittee believes it is in the best interests of $58,980the Company and its stockholders to have the ability to grant “qualified performance-based compensation” under Section 162(m), it may decide from time to time to grant compensation that will not qualify as “qualified performance-based compensation” for purposes of compensationpaidSection 162(m). Moreover, even if the Committee intends to Mr. Parod, allgrant compensation that qualifies as “qualified performance-based compensation” for purposes of Section 162(m), the Company cannot guarantee that such compensation ultimately will be deductible.

All compensation paid to covered employees is expected to be deductible under Section 162(m) for fiscal 2016.

The Company had twonon-concurrent Chief Executive Officers who served during fiscal 2018. Richard W. Parod served as Chief Executive Officer until October 16, 2017, when Timothy L. Hassinger succeeded him to the position. As required by Securities and Exchange Commission rules, in calculating the compensation of the Chief Executive Officer for purposes of the pay ratio disclosure, the Company annualized the compensation provided during fiscal 2018 to Mr. Hassinger, who served as Chief Executive Officer on June 30, 2018, the date which was selected to identify the median employee (the “Pay Ratio Date”). As a result of the annualization, the amount of Mr. Hassinger’s compensation included in the pay ratio calculation is greater than the amount of his total compensation included in the Summary Compensation Table.

On the Pay Ratio Date, the Company had approximately 982 U.S. employees and 377non-U.S. employees, for a total of 1,359 employees. This population consisted of the Company’s full-time, part-time, seasonal and temporary employees. In determining the median employee, the Company excluded from its employee population all of its 63 employees located in China pursuant to a de minimis exemption permitted under Securities and Exchange Commission rules.

To identify the median employee from the Company’s employee population, a comparison was made of the amount of salary and wages paid to employees who were employed on the Pay Ratio Date as reflected in payroll records from July 1, 2017 to June 30, 2018, excluding the Company’s Chief Executive Officers. The compensation was annualized for employees who were hired during the measurement year but did not work for the Company the entire year, excluding seasonal and temporary employees. Nocost-of-living adjustments were made in identifying the median employee.

The identified median employee was a full-time employee. After the median employee was identified, such employee’s annual total compensation was calculated using the same methodology used for the Company’s Named Executive Officers as set forth in the Summary Compensation Table.

For fiscal 2018, the annualized total compensation for Mr. Hassinger was $6,471,904 and the annual total compensation for the median employee, excluding Chief Executive Officers, was $58,714 which resulted in a ratio of 110.2 to 1. During fiscal 2018, Mr. Hassinger receivedone-timesign-on awards and relocation benefits totaling $2,967,853. Excluding theseone-timesign-on awards and relocation benefits, the ratio of the Chief Executive Officer’s annualized total compensation to the annual total compensation of the median employee for fiscal 2018 would have been 59.7 to 1. As noted above, as required by Securities and Exchange Commission rules, Mr. Hassinger’s compensation provided during fiscal 2018 has been annualized for purposes of calculating the pay ratio. As a result of the annualization, the amount of Mr. Hassinger’s compensation disclosed in this paragraph and included in the pay ratio calculation is greater than the amount of his total compensation included in the Summary Compensation Table.

The Securities and Exchange Commission rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. The Company believes that the calculated ratios are reasonable estimates calculated in a manner consistent with the pay ratio disclosure requirements. The pay ratios reported by other companies, including those within the Company’s peer group and industry, may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

This information is being provided for the purposes of compliance with the pay ratio disclosure requirement. Neither the Human Resources and Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

Executive Compensation

The following table below sets forth information regarding all forms of compensation earned by the Company’s Named Executive Officers during the last three fiscal years. In reviewing the table, please note the following:

SUMMARY COMPENSATION TABLE

Codification (“ASC 718”), Stock Compensation, assuming a payout at target for equity incentive plan awards. Assuming the maximum level of performance was achieved for the performance stock units awarded in fiscal 2016, the grant date fair value of these awards would have been: Mr. Parod, $1,046,077; Mr. Ketcham, $95,095; Mr. Downing, $285,223; Mr. Wood, $171,095; Mr. Raabe, $366,137.

(3)

This award consists entirely of restricted stock units granted under the Company’s 2015 Long-Term Incentive Plan. These restricted stock units vest 33 1/3% per year over three years on November 1 of each year following the date of grant. The amount shown equals the grant date fair value of the Company’s common stock multiplied by the actual number of restricted stock units awarded.

(4)

These awards consist of stock option awards granted under the Company’s 2010 Long-Term Incentive Plan and 2015 Long-Term Incentive Plan. The stock options vest 25% per year over four years on November 1 of each year following the date of grant. The amounts shown reflect the grant date fair value as computed in accordance with ASC 718, Stock Compensation. The assumptions used to calculate the grant date fair value of stock option awards are included in Note 18 to the consolidated financial statements contained in the Company’s Annual Report onForm 10-K for the fiscal year ended August 31, 2016.2018.

In addition, the Company retained an outside relocation administrator, which purchased Mr. Hassinger’s Indiana residence for $762,250, which was equal to the average of two independent valuations of the home. The Company also agreed to pay the closing costs associated with Mr. Hassinger’s sale of the home and purchase of his new home and certain associated fees and expenses related to the purchase and resale of the home. The Company also provided taxgross-ups to Mr. Hassinger to the extent his relocation benefits were taxable to him. As a result, pursuant to Securities and Exchange Commission disclosure rules, this amount also includes (i) $42,490 in relocation benefits provided to Mr. Hassinger, including moving expenses, travel expenses, closing costs associated with his purchase of a new home and certain associated fees and expenses, and other miscellaneous relocation costs and (ii) $43,228 for the related taxgross-up payments to the extent the foregoing relocation benefits were taxable to him.

The following table sets forth information concerning each grant of an award made to the Company’s Named Executive Officers during the last completed fiscal year under the Company’s 2015 Long-Term Incentive Plan and Management Incentive Plan for fiscal 2016.2018. Mr. Parod is intentionally omitted from this table since he did not receive any grants of plan-based awards during fiscal 2018.

GRANTS OF PLAN-BASED AWARDS

The following table sets forth information concerning unexercised options, stock that has not vested and equity incentive plan awards for each of the Company’s Named Executive Officers that were outstanding as of the end of the last completed fiscal year. Messrs. Parod and Downing have been intentionally omitted from this table due to their departures from the Company prior to the end of fiscal 2018, which resulted in neither officer having any outstanding equity awards at fiscalyear-end.

OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END