UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.        )

Filed by the Registrant     ☒

Filed by a Party other than the Registrant     ☐

Check the appropriate box:

SPX Corporation

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

13320-A Ballantyne Corporate Place Charlotte, NC 28277 Telephone: (980)474-3700 Facsimile: (980)474-3729   March 27, 2017April 2, 2020

Fellow Stockholders:

On behalf of the Board of Directors, we invite you to attend the SPX Corporation 20172020 Annual Meeting of Stockholders on May 8, 2017,14, 2020, at 8:00 a.m. (Eastern Time), at the SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277.. This year’s meeting will be held by a virtual format, conducted via live webcast.

Significant AccomplishmentsAnother Milestone Year in 20162019

SPX had another milestone year in 2019. Following a solid prior year performance, we significantly exceeded our initial financial targets for 2019. We hope you will join usgrew adjusted earnings per share* by 22%, and cash generation from our core operations exceeded our adjusted net income for the third year in celebratinga row. Our project work in South Africa reached substantial completion; and, while disputes remain, we successfully achieved multipleend-of-project claims resolutions that reduced future risk.

Throughout the tremendous successyear, our businesses continued to position SPX for further growth with several new product introductions and channel initiatives that SPX Corporation has enjoyedbroadened our sales opportunities. We successfully completed three highly strategic acquisitions that accelerated and expanded our market opportunity; and, we continued to integrate acquisitions from the prior year. We also added several new leaders and expanded our board to ensure we have the right experience and expertise to keep our value creation journey moving forward.

Positioned to Continue Growth and Value Creation

The actions we have taken over the past year. 2016 markedfew years have positioned SPX for sustainable earnings growth and value creation; and we see multiple opportunities to further broaden this potential. We are making investments to standardize best practices for continuous operational improvement throughout the first full year of operations as the “new” SPXcompany, and was a transformative year for our company. We have accomplished many of the goals we outlinedto leverage technology to facilitate engagement and education in the value creation roadmap we presentedcustomer decision-making process. We also continue to investors immediately prior to the spin-off of SPX FLOW, Inc., in September 2015. SPX is now a stronger and more profitable company, which is reflected in the significant stockholder return we have delivered over the past year.

In our two growth platforms, HVAC and Detection & Measurement, we have seen the introduction of new products and expansion into new channels. We have also experienced margin expansion in the HVAC segment andinvest in our Transformer business. Furthermore,employees by launching education and development initiatives to ensure that the next generation of leaders has the skills to execute our vision and strategy effectively.

While the COVID-19 virus has created current economic uncertainty, we have significantly reduced our exposureare well positioned financially with a strong balance sheet and ample liquidity to support the power generation end marketcompany through the sales of the Global Dry Cooling and European Power Generation businesses. In addition to eliminating the ongoing earnings and liquidity implications, these disposals have allowed us to significantly change the business model and risk profile of SPX.

Introducing the Engineered Solutions Segment

In recognition of this shift in our end market exposureuncertain time as well as for further value creation initiatives. We also have a solid pipeline of prospects to strengthen our focus on engineered solutions for gridposition and process cooling applications, we have changed the name ofextend our Power segment to “Engineered Solutions.”

Enhancing our Focus on Growth and Operational Excellence

We are now positioned to pivot our focus towards growth opportunities. As we presented at our March 6, 2017 Investor Day, we believe that we will deliver significant organic and inorganic growth over the next few years. We expect to do this by leveraging our foundation of established brands and channels; strong technology and innovation; leading positions in growth markets; and large installed base, as well as through the implementation of the SPX Business System and a disciplined approach to identifying, executing, and integrating high-quality acquisitions inopportunities throughout our HVAC and Detection & Measurement segments. platforms.

Our Investor Day Presentation is availableteam’s achievements during 2019 were impressive and enabled us to enter this year a stronger and more profitable company. As we progress throughout this year, we are focused on broadening our website (www.spx.com), undermarket coverage within the heading “Investor Relations”—“Webcastskey growth areas of our portfolio, and Presentations.”

As you can see, the changes thaton extending our platforms into attractive adjacencies where we believe we have made over the past year have positioned SPX to pursue the growth opportunities aheada strategic advantage. Our goals for 2020 reflect a high level of us. We are proud ofexpectations for our team, and our commitment to delivering the companyhigh level of performance that we are building together.investors have come to expect from our company.

Meeting Attendance and Voting

All SPX stockholders of record at the close of business on March 13, 2017,19, 2020, are welcomeentitled to attendvote on the Annual Meeting. Whether or not you plan to attend, it is important that your shares are representedmatters listed at the Annual Meeting.To ensure that youyour shares will be represented, we ask you to vote by telephone, mail, or over the internet as soon as possible.

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

Sincerely,

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

SPX CORPORATION

13320-A Ballantyne Corporate Place

Charlotte, North Carolina 28277

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Monday,Thursday, May 8, 201714, 2020

8:00 a.m. (Eastern Time)

SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277Virtually via live webcast at www.meetingcenter.io/235805813.

The password for the meeting is SPXC2020. There is no physical location for the Annual Meeting. Further information regarding attendance, including how to access the virtual meeting, is set forth in the “Question and Answers” section of this proxy statement.

Agenda

The principal business of the Annual Meeting will be to:

Record Date

March 13, 201719, 2020

You may vote atduring the virtual Annual Meeting in person or by proxy if you were a stockholder of record at the close of business on March 13, 2017.19, 2020. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.

Proxy Materials

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

By Order of the Board of Directors,

John W. Nurkin

Vice President, SecretaryGeneral Counsel and General CounselSecretary

Approximate Date of Mailing of Proxy Materials or

Notice of Internet Availability:

March 27, 2017April 2, 2020

SPX CORPORATION

Proxy Statement

Annual Meeting of Stockholders

The Annual Meeting of our stockholders will be held at 8:00 a.m. (Eastern Time), on Monday,Thursday, May 8, 2017, at14, 2020, virtually on the SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277.internet.

You will be able to attend the Annual Meeting, vote and submit questions during the meeting by visiting www.meetingcenter.io/235805813.

We are furnishing this Proxy Statement to our stockholders of record as of March 19, 2020 in connection with the solicitation of proxies by our Board of Directors for the 20172020 Annual Meeting of Stockholders on that date and any adjournment or postponement of the meeting.

Our 20162019 Annual Report on Form 10-K,to Stockholders, without exhibits, accompanies this Proxy Statement. You may obtain a copy of the exhibits described in the Form10-K for a fee upon request. Please contact Paul Clegg, Vice President, Finance and Investor Relations and Communications, SPX Corporation,13320-A Ballantyne Corporate Place, Charlotte, North Carolina 28277.

Certain statements in this Proxy Statement are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. The words “believe,” “expect,” “anticipate,” “project” and similar expressions identify forward-looking statements. Please read these forward-looking statements in conjunction with the company’s annual report on Form10-K included in the accompanying 2019 Annual Report. These materials identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. Actual results may differ materially from these statements. Although the company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. In addition, estimates of future operating results are based on the company’s current complement of businesses, which is subject to change.

TABLE OF CONTENTS

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CORPORATE GOVERNANCE

CODE OF ETHICS AND BUSINESS CONDUCT

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

CORPORATE GOVERNANCE GUIDELINES

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

DIRECTOR INDEPENDENCE

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

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

CHARITABLE CONTRIBUTIONS

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

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

RISK OVERSIGHT

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

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

discussed at this meeting. Further, management periodically reviews with the Audit Committee our major risk exposures, identified through

 

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

We conduct an annualin-depth review of the risks associated with our incentive-based agreements and practices, and management presents to the Compensation Committee its view on such risks. In 2019, we again determined that the risks associated with these arrangements are appropriate. See “Risk Analysis,” on page 30, for further discussion.

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

We conductSTRATEGIC PLANNING

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

Furthermore, in setting our business strategy, the risks associated with our incentive-based agreementsBoard plays a critical role in determining the types and practices. In 2016, we again determined thatappropriate levels of risk undertaken by the risks were appropriate.

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

COMMUNICATIONS WITH DIRECTORS

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

BOARDDIRECTOR NOMINEES, QUALIFICATIONS, AND DIVERSITY

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

The Board and the Nominating and Governance Committee require each director to have a proven record of success and leadership. In order to maintain appropriate flexibility to adjust to evolving needs, neither the Board nor the Nominating and Governance Committee has set minimum requirements with respect to age, education, or years of business experience or

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has setdesignated specific expertise required skill sets for directors, but each does require each director to have a proven record of success and leadership. Thedirectors. Rather, the Nominating and Governance Committee seeks to structure the Board suchso that it consists of a diverse group of individuals, each with a unique combination of skills, experience, and background. The Nominating and Governance Committee has no set diversity policy or targets, but places what it believes to be appropriate emphasis on certain skills, experience, and background that it determines adds, or would add, value to our Board. Knowledge of our industryindustries and strategic perspective, as well as financial expertise and experience on other boards,with business development, mergers and acquisitions, are examples of attributes that our Board and the Nominating and Governance Committee consider to be key.important. The Nominating and Governance Committee also considers effective interaction among Board members and between the Board and management to be crucial factors in considering individuals for nomination.

We believe that each director should bring a wealth of experience and talent, and a diverse perspective that, individually and in the aggregate, adds value to our Company. As our Corporate Governance Guidelines state, our Nominating and Governance Committee, and ultimately our Board, selects individuals as director nominees based on the totality of their business and professional accomplishments; integrity; demonstrated ability to make independent analytical inquiries; ability to understand our business; absence of conflicts of interest; and willingness to devote the necessary time to Board duties. For a better understanding of the qualifications of each of our directors, we encourage you to read their biographies, beginning on page 10, as well as other publicly available documents discussing their careers and experiences.

DIRECTOR NOMINEES

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

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

In considering individuals for nomination, the The Nominating and Governance Committee consults with our Chairman and our President and CEO. A director’s qualifications in meeting the criteria discussed above under “Board Qualifications and Diversity” are considered at least each time the director is re-nominated for Board membership. The Nominating and

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Governance Committee applies the same process and standards to the evaluation of each potential director nominee, regardless of whether he or she is recommended by one or more stockholders or is identified by some other method.

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

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

If you wish to recommend a nominee for director for the 2018 Annual Meeting, our Corporate Secretary must receive your written nomination on or before January 8, 2018. You should submit your proposal to our Corporate Secretary at our address on the cover of this Proxy Statement. As detailed in our by-laws, for a nomination to be properly brought before an annual meeting, your notice of nomination must include the following: (1) your name and address, as well as the name and address of any beneficial owner of SPX stock owned beneficially and of record by you and any beneficial owner as of the date of the notice, and the name and address of the nominee; (2) the class and number of the shares (which information must be supplemented as of the record date); (3) a description of certain agreements, arrangements, or understandings entered into by you or any beneficial owner with respect to the shares (which information must be supplemented as of the record date); (4) a statement that you are a record holder of SPX shares entitled to vote at the meeting and that you plan to appear in person or by proxy at the meeting to make the nomination; (5) a description of all arrangements or understandings between you and any other persons pursuant to which you are making the nomination; (6) any other information regarding you, any beneficial owner, or the nominee that the rules of the SEC require to be included in a proxy statement; (7) the nominee’s agreement to serve as a director if elected; and (8) a statement as to whether each nominee, if elected, intends to tender, promptly following his or her election or re-election, an irrevocable resignation effective upon his or her failure to receive the required vote for re-election at the next meeting at which he or she would face re-election and the acceptance of such resignation by the Board, in accordance with our Corporate Governance Guidelines. In addition, any director nominee must provide information we may reasonably request in order for us to determine the eligibility of such nominee to serve as an independent director.

DIRECTOR ELECTION

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

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

In the event a resignation is triggered as a result of a director not receiving a majority vote,failing to receive sufficient votes, the Nominating and Governance Committee will consider the resignation and make a recommendation to the Board on whether to accept or reject it, or whether other action should be taken. The Board will consider the Nominating and Governance Committee’s

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recommendation and publicly disclose its decision and the rationale behind it in a Current Report on Form8-K filed with the SEC within 90 days from the date of certification of the election results. At the 2016 Annual Meeting, each director standing for election received a majority of the votes cast for his or her election or re-election.

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ATTENDANCE AT ANNUAL MEETING

It is our policy to invite all members of our Board to attend our Annual Meeting. While their attendance is not required, eachall but one of our directors serving at the time of our last Annual Meeting attended that meeting. We anticipate all our directors will attend the 2017 Annual Meeting.

INDEPENDENT COMPENSATION CONSULTANT

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

The independent compensation consultant:

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

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

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

CONSIDERATION OF RELATED-PARTY TRANSACTIONS

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

In the course of the Board’s determination regarding the independence of each of the non-employee directors, the Nominating and Governance Committee and Audit Committee considered any relevant transactions, relationships, or arrangements. No member of our Board or management was aware of any transactions that would require disclosure.

BOARD LEADERSHIP STRUCTURE

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

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

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

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

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would include acting as principal liaison between the independent directors and the Chairman and CEO, chairing meetings of independent directors, developing the Board’s agendas in collaboration with the Chairman and CEO, and reviewing and advising on the quality of the information provided to the Board.

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

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

BOARD COMMITTEES

The Board met sixfour times in 2016.2019. The Board currently has a standing Audit Committee, Compensation Committee, and Nominating and Governance Committee. Each director attended at least 75% of the meetings of the Board and of the committees on which he or she served in 2016.2019, during his or her period of service. Each committee has adopted a charter that specifies the composition and responsibilities of the committee. Each committee charter is posted on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance—Board Committees.”

The table below provides 2019 membership and 2016 meeting information for each of the Board committees.

AUDIT COMMITTEE

Membership

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

Function

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

Additional information on the Audit Committee and its activities is set forth in the “Audit Committee Report” on page 44.

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COMPENSATION COMMITTEE

Membership

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

Function

The Compensation Committee sets the compensation for our executive officers, including agreements with our executive officers, equity grants, and other awards, and makes recommendations to the Board on these same matters for our CEO. The Compensation Committee receives input regarding compensation for our executive officers, including proposed compensation, from its independent compensation consultant, as well as from our CEO for his direct reports. The Compensation Committee has delegated to our CEO the authority to issueone-time equity grants of up to $50,000 per individual and $250,000 in the aggregate annually tonon-officer employees.

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

Additional information on the Compensation Committee, its activities, and its relationship with its independent compensation consultant, and on management’s role in setting compensation, is set forth in “Compensation Discussion and Analysis,” beginning on page 18,19, and “Corporate Governance—Independent Compensation Consultant,” beginning on page 4.

NOMINATING AND GOVERNANCE COMMITTEE

Membership

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

Function

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

		20172020 PROXY STATEMENT		7

DIRECTOR COMPENSATION

Annual Compensation

Our director compensation program includesnon-employee directors receive the following compensation opportunities for our non-employee directors:compensation:

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

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

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

The annual equity grant is provided by grants of restricted stock units (“RSU”) is made under the SPX Corporation 2006 Non-Employee Directors’ Stock Incentive Plan (the “2006 Directors’ Plan”) and the SPX Corporation 20022019 Stock Compensation Plan (the “2002“2019 Stock Plan”). We award restricted shares to our non-employee directors based on the grant date valueThe number of the award (calculatedRSUs awarded is calculated by dividing the $130,000 annual equity retainer by the closing price of the Company’s stock on the date of grant).grant and rounding up to a full share. The restricted stockRSU award is granted on the date ofin connection with our Annual Meeting which restricted shares vestand vests the day before the following annual meeting. Vesting is subject to the director’s continued service on our Board through such vesting date. The annual equity grant for a director who has a partial year of service (due to joining the Board during the year) ispro-rated.

Ournon-employee directors have the option to defer settlement and payout of vested RSU grants until six months after separating from service on our Board (or, if earlier, a Change in Control as defined in the 2019 Stock Plan). Anon-employee director must generally make such deferral election in the year prior to the grant of the RSU award.

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

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

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

2016 COMPENSATION

As of the Spin-Off, our non-employee directors each received payments for the annual retainer and any applicable additional fees, with annualized values as listed above, pro-rated for his or her period of service beginning as of the Spin-Off, which was the date they each became a non-employee director of the Company, through the 2016 Annual Meeting. After the 2016 portions of the pro-rated annual retainer from the Spin-Off to the 2016 Annual Meeting and any applicable additional fees (described above) were paid to our non-employee directors, the third and fourth quarters of the 2016 payments were made in equal installments as described above. In addition, each received restricted stock of the Company in the amount of $130,000 (as described above) granted as of the 2016 Annual Meeting, which vests the day before the 2017 Annual Meeting, subject to the director’s continued service on our Board through such vesting date.

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

CHANGES FOR 2017

Effective for 2017, the annual equity grant will be provided by grants of restricted stock units, which shall be subject to the same vesting schedule described above. Additionally, our non-employee directors will be given the option to defer settlement of such restricted stock unit grants that vest until six months after separating from service on our Board.

8		2017 PROXY STATEMENT

---

DIRECTOR COMPENSATION

director in 2019.

OTHER BENEFITS

Matching Gifts Program

The SPX FoundationWe will make matching donations for qualified charitable contributions for anynon-employee director up to a total of $10,000 per year.

Travel Reimbursements

We reimbursenon-employee directors for the reasonable expenses of attending Board and committee meetings and for expenses associated with director training and development. From time to time, a director’s spouse may accompany the director to certain business functions, and tax laws may require the incremental costs associated with the spouse’s attendance to be imputed as income to the director. On occasion, a director’s spouse may accompany a director when he or she travels on our corporate aircraft for Board-related business; in such instances, the value of the spouse’s travel is imputed as income to the director (determined under the U.S. Department of Transportation’s standard industry fare level (“SIFL”)).

COMPENSATION EVALUATION PRACTICES

The Nominating and Governance Committee periodically reviewsnon-employee director compensation and makes recommendations to the Board. The Nominating and Governance Committee evaluates ournon-employee director compensation against our peer companies and consults with our independent compensation consultant when reviewing compensation amounts and structure.

8		2020 PROXY STATEMENT

DIRECTOR COMPENSATION

STOCK OWNERSHIP GUIDELINES

Our Stock Ownership Guidelines are designed to help ensure that our directors are engaged and have interests closely aligned with those of our long-term stockholders. We request that allnon-employee directors achieve holdings in Company stock of three times the annual cash retainer within five years of his or her date of appointment as a director. All of our directors were in compliance with these requirements as of March 13, 2017.19, 2020. For additional information on our Stock Ownership Guidelines, see “Stock Ownership Guidelines,” beginning on page 15.16.

Director Compensation Table

The following table summarizes the compensation of ournon-employee directors who served during 2016. Mr. Lowe, our President and CEO, receives no compensation in connection with his service as a director and, accordingly, he is omitted from this table.2019.

		20172020 PROXY STATEMENT		9

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board currently consists of six directors and one vacancy.eight directors. The directors are divided into three classes. There are currently three directors in the first class, twothree directors in the second class, and one director and one vacancytwo directors in the third class.

At this Annual Meeting, you will be asked to elect twothree directors to the second class, Mr. Puckett, Ms. Sethna, and Ms. Utley. Dr. Shaw and Mr. Toth were elected to the third class by our stockholders at our 2018 Annual Meeting of Stockholders, and Mr. Lowe, Mr. O’Leary, and Mr. Roberts were elected to the first class and Dr. Shaw was elected to the third class by our stockholders at our 20162019 Annual Meeting of Stockholders, and they will continue to serve on the Board as described below.

Each of the director nominees is a current SPX director and, if elected, will serve for the termsterm as described below until a qualified successor director has been elected or until he or she resigns, retires, or is removed by the stockholders for cause. Ms. Sethna was first elected as a director in October 2019 by the Board when the size of the Board was expanded from seven to eight. She was first identified to the Board and the Nominating and Governance Committee by a third-party search firm engaged by the Nominating and Governance Committee.

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

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

Nominees for Election to Serve Until 20202023 Annual Meeting

Rick Puckett   Retired Executive Vice President, CFO Treasurer and Chief Administrative Officer of Snyder’s-Lance, Inc. Age: 6366 Director since: 2015 Committees:     •  Audit (Chair)     •  Compensation     •  Nom. & Gov.		PROFESSIONAL HIGHLIGHTS   Ricky D. Puckett, 63,66, retired in December 20162017 fromSnyder’s-Lance, Inc., a snack foods manufacturer, where he had served as Executive Vice President, Chief Financial Officer and Treasurer since December 2010, adding the role of Chief Administrative Officer, with responsibility for Strategy, Information Technology, Human Resources, and Legal, in addition to Finance and Treasury, in 2014. Mr. Puckett served as Executive Vice President, Chief Financial Officer and Treasurer of Lance, Inc., from 2006 until its merger withSnyder’s-Lance, Inc. in 2010. Prior to joining Lance, Inc., Mr. Puckett served as Executive Vice President, Chief Financial Officer, Secretary and Treasurer of United Natural Foods, Inc., a wholesale distributor of natural and organic products, from 2005 to 2006; and as Senior Vice President, Chief Financial Officer and Treasurer of United Natural Foods, Inc., from 2003 to 2005. Mr. Puckett is currently a director of, and serves as audit committee chair for, Whitehorse Finance, Inc.; he also serves on the board of Driven Brands Inc., and Pet Retail Brands, both privately held companies. He has served on the board of the North Carolina Blumenthal Performing Arts Center for eleven years, including three years as chair, and the Wake Forest Graduate School in Charlotte. Mr. Puckett was “Father of the Year” for the American Diabetes Association and “Pink Tie Guy” for Komen Charlotte. He is a certified public accountantCertified Public Accountant and received his bachelor’sbachelor degree in Accounting and his MBA from the University of Kentucky.   SKILLS AND QUALIFICATIONS   Mr. Puckett brings extensive accounting and financial experience, including financial strategy and governance to our Board. In addition, he offers a deep understanding of mergers and acquisitions; strategic planning and analysis; commodity risk management; strategic information technology; organizational development; human relationsresources and compensation management; and investor relations.

10		20172020 PROXY STATEMENT

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Meenal Sethna Executive Vice President and Chief Financial Officer for Littelfuse Age: 50 Director since: 2019 Committees:     •  Audit		PROFESSIONAL HIGHLIGHTS Meenal A. Sethna, 50, has served as Executive Vice President and Chief Financial Officer, for Littelfuse, a global manufacturer of leading technologies in circuit protection, power control and sensing since 2016, and joined the company in 2015. She currently leads the company’s finance organization, including all aspects of accounting and reporting, financial planning and analysis, treasury, tax, internal audit, and investor relations. She also has leadership for the company’s digital and information technology organization, enabling improved business performance and efficiency, with an ongoing focus on operational governance and security. Ms. Sethna served four years at Illinois Tool Works as Vice President and Corporate Controller. Previous to that, she worked at Motorola Inc., most recently as Vice President, Finance. She began her career at Baxter International, holding a variety of finance roles during her tenure. Ms. Sethna received her bachelors degree in Finance from the University of Illinois – Urbana and her MBA from the Kellogg Graduate School of Management at Northwestern University. She is a Certified Public Accountant in Illinois. SKILLS AND QUALIFICATIONS Ms. Sethna brings a rich background in accounting and finance to our Board. In addition, she has deep experience in strategic planning; business growth; investor relations; risk management; and information technology.

Tana Utley   Vice President of Large Power Systems Division at Caterpillar Inc. Age: 5356 Director since: 2015 Committees:     •  Audit		PROFESSIONAL HIGHLIGHTS   Tana L. Utley, 53,56, has served as Vice President of the Large Power Systems Division at Caterpillar Inc., a manufacturer of construction and mining equipment, engines, turbines, and locomotives, since 2013. She was appointed an officer and as Chief Technology Officer of Caterpillar in 2007, having joined thethat company in 1986 and has1986. Previously, she held a number of roles with Caterpillar, including a variety of engineering and general management positions. Ms. Utley has served in key engineering and leadership roles in the development ofnear-zero-emissions engines, and she has held general management positions in Caterpillar’s components and engines businesses. She earned her bachelor’sbachelor degree in Mechanical Engineering from Bradley University and her M.S. in Management from the Massachusetts Institute of Technology.   SKILLS AND QUALIFICATIONS   Ms. Utley brings a wealth of knowledge in engineering, operations, continuous improvement, and implementation of new programs to our Board. Ms. Utley also brings a depth of understanding of technology and cybersecurity, multi-industrial manufacturing, and how to minimize the environmental impact of manufacturing companies.

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

		2020 PROXY STATEMENT		11

PROPOSAL NO. 1: ELECTION OF DIRECTORS

DirectorDirectors Continuing to Serve Until 20182021 Annual Meeting

Ruth Shaw   Retired Group Executive for Public Policy and President of Duke Nuclear Age: 6972 Director since: 2015 Committees:     •  Nom. & Gov. (Chair)     •  Audit     •  Compensation		PROFESSIONAL HIGHLIGHTS   Ruth G. Shaw, 69,72, retired in 2007 from Duke Energy Corporation, an electricity and natural gas provider, butand remained an Executive Advisor to the company until 2009. At Duke, she served as Group Executive for Public Policy and President, Duke Nuclear, from 2006 to 2007; President and Chief Executive Officer, Duke Power Company, from 2003 to 2006; Executive Vice President and Chief Administrative Officer from 1997 to 2003; and in various other roles from 1992 to 1997. She was also President of The Duke Energy Foundation from 1994 to 2003. Dr. Shaw is currently a director of DTE Energy and The Dow Chemical Company and DTE Energy, andCompany.; she also serves on the board of trusteesSouthwire Company, LLC, a privately held company. Dr. Shaw previously served as a director of DowDuPont Inc.. She serves on the board of directors of the UNCFoundation for the Carolinas, and has previously been a director and chair of the boards of the University of North Carolina Charlotte; the UNCC Charlotte Foundation. She is also the founding board chair and a board member ofFoundation; The Carolinas Thread TrailTrail; the United Way of Central Carolinas; and the Arts & Science Council. She is a former member of the executive committees of the Nuclear Energy Institute and the Institute of Nuclear Power Operations. She earned her bachelor’sbachelor degree and M.A. from East Carolina University and her Ph.D. from the University of Texas at Austin.   SKILLS AND QUALIFICATIONS   Dr. Shaw contributes a deep understanding of the electric utility industry; corporate governance; human resources management; executive compensation; information technology; communications and public relations; environment, health and safety management; procurement; and diversity to our Board.

Bob Toth Former Chairman, Chief Executive Officer and President, Polypore International, Inc. Age: 59 Director since:2017 Committees:     •  Compensation		PROFESSIONAL HIGHLIGHTS Robert B. Toth, 59, has more than 30 years of experience in leadership roles at global industrial and manufacturing companies, as well as in private equity, most recently as a Managing Director at CCMP Capital Advisors, LLC from 2016 until 2019. Prior to CCMP, Bob served as the Chairman, Chief Executive Officer and President of Polypore International, Inc., a leading global high technology filtration company, where he optimized the business portfolio and positioned the company for accelerated growth, resulting in a substantial increase in enterprise value. Prior to Polypore, Bob served as President, Chief Executive Officer and Board Director of CP Kelco ApS, where he led the business through a comprehensive turnaround and successful sale. He also spent 19 years at Monsanto Company and itsspin-off, Solutia Inc., where he held a variety of executive and managerial roles. Bob is currently a Director at Materion Corporation. He earned a bachelor degree in Industrial Management from Purdue University and MBA from the John M. Olin School of Business at Washington University, St. Louis, Missouri. SKILLS AND QUALIFICATIONS Mr. Toth contributes significant insight on mergers and acquisitions and on strategic portfolio management and related strategic and operational issues. Mr. Toth also brings extensive experience leading companies in the manufacturing sector, including knowledge and skills in senior management, finance, and operations.

		2017 PROXY STATEMENT12		11   2020 PROXY STATEMENT

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Directors Continuing to Serve Until 20192022 Annual Meeting

Gene Lowe   President and CEO of SPX Corporation Age: 4952 Director since: 2015 Committees:     •  None		PROFESSIONAL HIGHLIGHTS   Eugene J. Lowe, III, 49,52, has served as President and Chief Executive Officer of SPX Corporation since September 2015. He was appointed an officer of SPX in 2014 and previously served as Segment President, Thermal Equipment and Services, from 2013 to 2015; President, Global Evaporative Cooling, from 2010 to 2013; and Vice President of Global Business Development and Marketing, Thermal Equipment and Services, from 2008 to 2010. Prior to joining SPX, Mr. Lowe held positions with Milliken & Company, Lazard Technology Partners, Bain & Company, and Andersen Consulting. Mr. Lowe is currently a director of Federal Signal Corporation. He earned his bachelor’sbachelor degree in Management Science from Virginia Polytechnic Institute and State UniversityTech and his MBA from Dartmouth’s Tuck School of Business.   SKILLS AND QUALIFICATIONS   Mr. Lowe brings valuable operations, strategic planning, marketing, and business development experience to our Board. As the only member of SPX management to serve on the Board, Mr. Lowe also contributes a level of understanding of our Company not easily attained by an outside director.

Patrick O’Leary   Retired Executive Vice President, Finance, Treasurer and CFO of SPX Corporation Age: 5962 Director since: 2015 Committees:     •  None		PROFESSIONAL HIGHLIGHTS   Patrick J. O’Leary, 59,62, retired in August 2012 from SPX Corporation, having served as Vice President, Finance, Treasurer and Chief Financial Officer from 1996, and later adding the title ofas Executive Vice President in 2004. During his more than 15 years with SPX, he was a principal architect of the Company’s transformation until his retirement. Prior to joining SPX, Mr. O’Leary served as Chief Financial Officer and a director of Carlisle Plastics, Inc., from 1994 to 1996. He began his career with Deloitte & Touche LLP, where he held various roles of increasing responsibility from 1978 to 1994, including Partner in the firm’s Boston office from 1988 to 1994. Mr. O’Leary is currently servesa director of Avanos Medical Inc.; he previously served as a director of PulteGroup, Inc., and Halyard Health Inc. from 2005 until 2018. He earned his bachelor’sbachelor degree in Accountancy and Law from the University of Southampton, England.   SKILLS AND QUALIFICATIONS   Mr. O’Leary contributes a deep understanding of SPX history and businesses to our Board. In addition, he brings broad financial strategy and governance experience,expertise, including strong financial acumen.acumen, and mergers and acquisition and governance experience. Mr. O’Leary also contributes leadership skills developed through his experience serving on various public company boards.

		12   2020 PROXY STATEMENT		2017 PROXY STATEMENT		13

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Dave Roberts   Chairman of the Board and and Retired Executive Chairman, Chairman, President and CEO of Carlisle Companies, Inc. Age: 6972 Director since: 2015 Committees:     •  Compensation (Chair)     •  Audit     •  Nom. & Gov.		PROFESSIONAL HIGHLIGHTS   David A. Roberts, 69,72, has served as Chairman of the Board of Carlisle Companies, Inc., a diversified manufacturing company, since 2017. He previously served as Carlisle’s Executive Chairman of the Board, in 2016; its Chairman and Chief Executive Officer, from 2014 to 2015; and its Chairman, President and Chief Executive Officer, from 2007 to 2014. Prior to joining Carlisle, Mr. Roberts served as Chairman, President and Chief Executive Officer of Graco, Inc., a fluid handling system provider, from 2001 to 2007. Prior to that, Mr. Roberts served as a Group Vice President of The Marmon Group, LLC, a diversified industrial holding company, from 1995 to 2001. He began his career serving in a variety of manufacturing, engineering, and general management positions with The Budd Company, Pitney Bowes, and FMC Corporation. Mr. Roberts is currently Lead Directora director of Franklin Electric Co., Inc. and Horizon Global Corporation; he previously served as a director of Polypore International, Inc. prior to its 2015 merger transaction with Asahi Kasei Corporation. He earned his bachelor’sbachelor degree from Purdue University and his MBA from Indiana University.   SKILLS AND QUALIFICATIONS   Mr. Roberts brings extensive experience in senior management of multinational companies, including expertise in the industrial and manufacturing sectors, and mergers and acquisitions, to our Board. Mr. Roberts also contributes strong financial acumen and experience from his service on various public company boards.

		2017 PROXY STATEMENT14		13   2020 PROXY STATEMENT

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Director and Nominee Skills and Experience

Under the leadership of our Nominating and Governance Committee, in 2016 our Board developed and maintains a director skills matrix that identifies expertise and experience that the Board believes contribute to an effective and well-functioning board and that the Board as a whole should possess.

The Nominating and Governance Committee and the Board use this matrix to identify areas for director training and as a tool to maintain a balanced and well-rounded board. In addition, the Nominating and Governance Committee considers these and other criteria as a guide, but not as a minimum set of requirements, when evaluating potential candidates for the Board. Together, this variety of skill sets, experiences, and personal backgrounds allows our directors to provide the diversity of thought that is critical to the Board’s decision-making and oversight process. For a better understanding of our Board qualifications and diversity, we encourage you to read “Board“Director Nominees, Qualifications, and Diversity” beginning on page 2.

		14   2020 PROXY STATEMENT		2017 PROXY STATEMENT		15

OWNERSHIP OF COMMON STOCK

Stock Ownership Guidelines

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

The guidelines are:

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

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

Eachnon-employee director and named executive officer was in compliance with these requirements as of March 13, 2017.

19, 2020.

 

		2017 PROXY STATEMENT16		15   2020 PROXY STATEMENT

OWNERSHIP OF COMMON STOCK

Ownership of Common Stock

DIRECTORS AND EXECUTIVE OFFICERS

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

Unless otherwise noted, amounts and percentages are as of March 13, 2017.10, 2020.

		Number of Shares of Common Stock Beneficially Owned(1)				Right to Acquire Beneficial Ownership Under Options Exercisable/ Stock Units Distributable Within 60 Days				Percent of Class
DIRECTORS AND DIRECTOR NOMINEES WHO ARE NOT NAMED EXECUTIVE OFFICERS
Patrick J. O’Leary			15,382				—				*
Ricky D. Puckett			15,382				—				*
David A. Roberts			15,382				—				*
Ruth G. Shaw			15,382				—				*
Tana L. Utley			15,382				—				*
NAMED EXECUTIVE OFFICERS
Eugene J. Lowe, III			49,830				92,820				*
Scott W. Sproule			37,157				15,576				*
J Randall Data			8,400				12,461				*
John W. Nurkin			25,161				10,342				*
John W. Swann, III			21,840				10,592				*
All directors and executive officers as a group (12 persons)			237,728				157,366				*

 

		Number of Shares of Common Stock Beneficially Owned(1)				RIGHT TO ACQUIRE BENEFICIAL OWNERSHIP UNDER OPTIONS EXERCISABLE/ STOCK UNITS DISTRIBUTABLE WITHIN 60 DAYS(2)(3)				Percent of Class
DIRECTORS AND DIRECTOR NOMINEES WHO ARE NOT NAMED EXECUTIVE OFFICERS
Patrick J. O’Leary			15,382				—				*
Ricky D. Puckett			19,345				3,963				*
David A. Roberts			23,232				3,963				*
Meenal A. Sethna			—				—				*
Ruth G. Shaw			28,042				3,963				*
Robert B. Toth			12,341				3,963				*
Tana L. Utley			15,382				—				*
NAMED EXECUTIVE OFFICERS
Eugene J. Lowe, III			953,611				721,792				2.10	%
Scott W. Sproule			264,877				167,043				*
J. Randall Data			91,678				34,734				*
John W. Nurkin			159,268				92,923				*
John W. Swann, III			169,919				124,283				*
All directors and executive officers as a group (14 persons)			1,973,525				1,308,764				4.39	%

*	Less than 1.0%

 

(1)

Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a director or officer can vote or transfer, and stock options that are exercisable.exercisable or would become exercisable within 60 days, and other shares a director or officer would have the right to acquire within 60 days. The number of our shares beneficially owned by each of the named executive officers and by all directors and officers as a group also includes shares represented as held under the individual’s account under the SPX Corporation Retirement Savings and Stock Ownership Plan.Plan (“401(k) Plan”). The stockholders named in this table have sole voting and investment power for all shares shown as beneficially owned by them. Director RSUs that were electively deferred until six months following separation from service are not included as beneficially owned.

(2)

Represents shares of our common stock issuable under options that are exercisable or become exercisable within 60 days of March 19, 2020 and RSUs that vest within 60 days of March 19, 2020. Such shares are included in the number of shares of common stock beneficially owned as presented in the preceding column on this table.

(3)

Includes shares beneficially owned through the 401(k) Plan on March 19, 2020 for each of the following: Mr. Lowe, 4,205 shares; Mr. Sproule, 3,748 shares; Mr. Data, 2,944 shares; Mr. Nurkin, 22,187 shares; Mr. Swann, 3,258 shares; and all directors and named executive officers as a group, 36,342 shares. Directors do not participate in our 401(k) Plan.

 

		16   2020 PROXY STATEMENT		2017 PROXY STATEMENT		17

OWNERSHIP OF COMMON STOCK

PRINCIPAL STOCKHOLDERS

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

Based solely upon a review of Forms 3 and 4 (including amendments to such forms) furnished to us during 2016 and Forms 5 furnishedfiled with respect to 2016,the SEC, no director, officer, or beneficial owner of more than 10% of our outstanding common stock failed to file on a timely basis during 20162019 any reports required by Section 16(a), except Mr. Michael A. Reilly—Corporate Controller and Chief Accounting Officer, inadvertently reported a grant of stock options under the 2002 Stock Plan as restricted stock in October 2015 and corrected the error in August 2016..

		2017 PROXY STATEMENT18		17   2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

INTRODUCTION

As you read ourThis Compensation Discussion and Analysis (“CD&A”), keep in mind that 2016 was a transformative year for SPX given the Spin-Off at the end of September 2015. As a result, we believe that a focus on 2016, as the first full year of operations as the “new” SPX, is particularly relevant for evaluating provides information about our executive compensation.compensation program and the factors considered in making compensation decisions for the named executive officers named in our Summary Compensation Table set forth below (“NEOs”).

When assessing our pay-for-performance outcomes, it is necessary to separateOur NEOs for 2019 are listed in the pre-Spin-Off results from post-Spin-Off results. The Company’s business model, strategy, managed assets, executive officer team, and membership of the Compensation Committee (the “Committee”) of our Board were materially different in 2016 compared with pre-Spin-Off.

Here are just a few of the differences:table below:

* For Committee members serving on the Committee at some point within the ten years preceding Spin-Off.

Summary of Key Business Accomplishments

Over the past year, we achieved several key milestones on our value creation roadmap. In late 2015, management rolled out its plans to create value for stockholders by driving operational excellence and growth across our strategic platforms in our HVAC, Detection & Measurement, and Transformer businesses, while reducing exposure to underperforming businesses in the power generation industry. SPX’s 2016 results reflect a significant reduction in risk and overall successful execution against both internally and externally communicated goals. We believe the following key 2016 accomplishments have had a meaningful impact on the current and future value of SPX:

* Non-GAAP financial measure. Reconciliation to the most comparable measures calculated and presented in accordance with GAAP is available in the appendix to this Proxy Statement.

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EXECUTIVE COMPENSATION

Three-Year Total Stockholder Return

Due to the significant difference between pre-Spin-Off SPX and post-Spin-Off SPX, we do not believe a three-year total stockholder return (“TSR”) is relevant. Therefore, we are presenting the total stockholder return from the point of the Spin-Off in September 2015.

EXECUTIVE SUMMARY

This CD&A provides information about2019 represented another year of impactful growth for SPX. Our executive officers and directors continued to lead the organization through the execution of our value creation roadmap and strategic objectives resulting in strong performance. We have demonstrated the ability to consistently deliver value for our stakeholders through a combination of improvements within our core businesses and the execution of strategic acquisitions.

Our executive compensation the factors that were considered in making compensation decisions for our NEOs (as defined on page 21), and how we have modified our program to meet SPX’s needs for the future.

Our Executive Compensation Design

Following the Spin-off, we redesigned our compensation programis designed to align to the “new” SPX. We worked to ensure our compensation practices aligned with stockholder interests while maintaining market competitiveness. As we committed to do for 2016, we implemented new base pay structures, short- and long-term incentive programs,rewards directly to business performance. We and the Compensation Committee of the Board (the “Committee”) benchmark our compensation governance practices.strategy against our peer group companies, which rewards performance that results in value generation for our stockholders.

Summary of Key Business Accomplishments

Execution in 2019 drove positive results in revenue, operating profit and cash flow conversion. Select accomplishments during 2019 include:

		2018				2019
GAAP EPS		$1.75				$1.67
Adjusted EPS*		$2.27				$2.76

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

 

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EXECUTIVE COMPENSATION

Three-Year Total Stockholder Return

The following graph shows our three-year total stockholder return (“TSR”) as compared to our peer group, as defined on page 25, the S&P 600 Capital Goods Index, and the S&P 500 Index for the period December 31, 2016 to December 31, 2019.

Three-Year TSR from December 31, 2016 to December 31, 2019

2019 Compensation Highlights

Our executive compensation program has three primary elements: base salary, annual incentive, and long-term incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on stockholder value creation. Based on our performance, and consistent with the design of our program, the Committee made the following executive compensation decisions for 2019:

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EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION PROGRAM

Our Compensation Principles

After the Spin-Off, the Committee, in partnership with our management team and our independent compensation consultant, undertook a thorough review of our historic compensation practices. The result was a newly designedOur executive compensation program for 2016 that takes into account the feedback we received from stockholders and is centered around the following principles:

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

		20   2020 PROXY STATEMENT		2017 PROXY STATEMENT		21

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION PROGRAM

Our Named Executive Officers

The compensation decisions that pertain to the named executive officers listed in the table below (“NEOs”) were made by the members of the Committee who were appointed effective as of the Spin-Off in September 2015.

Components of Total Direct Compensation

For 2016,2019, we focusedcontinued to focus on aligningensuring alignment of pay practices with the external marketstockholder interests and creatingdriving apay-for-performance culture.

Design and philosophical characteristics of the SPX compensation program include:

Beginning with compensation awards made in 2019, the Committee has decided to no longer grant cash performance unit (CPU) awards and to proportionately increase PSU awards. As a result, all of the 2019 LTI compensation grants are comprised of equity-based awards. The Committee evaluates the Company’s compensation programs annually and considers a number of factors when evaluating the components of LTI compensation, including equity use and dilution, compensation trends to attract and retain talent, and alignment of incentives with Company performance.

Mix of Compensation Elements

The following charts show that for 20162019 the mix of compensation elements targeted for our NEOs was heavily weighted toward variable performance-based compensation. The mix of LTI is based on the allocation value used in determining the number of units or options, as applicable, for each award.

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EXECUTIVE COMPENSATION

Our CEO’sPay-for-Performance Alignment

The following chart shows our CEO’s compensation relative to our TSR and compared with our peer group of companies listed on page 25, demonstrating how our executive compensation program aligns with performance. This chart is based on our three-year TSR; the average of our CEO’s total compensation for 2017, 2018, and 2019 by percentile; and the average total compensation for CEOs at our peer companies, from their most recent three proxy statement filings.

While our CEO’s relative pay rank falls below the median of our peer companies, our philosophy is to align executive compensation with that of our peers and provide variable incentive compensation that rewards executives at higher levels when superior performance is achieved.

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EXECUTIVE COMPENSATION

HOW DECISIONS FOR OUR NAMED EXECUTIVE OFFICERS WERE MADE

Executive Compensation Practices

The Role of the Compensation Committee

The Committee is responsible for overseeing the design and administration of the executive compensation program so that the program is consistent with our compensation philosophy. The Committee reviews compensation levels for all of our executive officers, including our NEOs. The Committee also makes all final compensation decisions regarding our NEOs and officers, except for the CEO, whose compensation is reviewed and approved by the full Board, excluding Mr. Lowe, based upon recommendations of the Committee.

The Committee also works very closely with its independent compensation consultant and with management to examine the effectiveness of the Company’s executive compensation program. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which is available on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance—Board Committees.”

The Role of Management

In general, certainCertain members of our senior management team help prepare for and attend meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. However, only the Committee members are allowed to vote on decisions regarding executive compensation. The Committee also receives recommendations from the CEO regarding the compensation of our other officers, including the other NEOs. The CEO does not participate in the deliberations of the Committee and Board regarding his own compensation.

The Role of the Independent Compensation Consultant

The Committee engages an independent compensation consultant to provide expertise on competitive pay practices and compensation program design and an objective assessment of any inherent risks of any compensation programs. Pursuant to the authority granted to it under its charter, the Committee has retained Pearl Meyer as its independent consultant. Pearl Meyer reports directly to the Committee and does not provide additional services to management. The Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules, NYSE listing standards, and the requirements of the Compensation Committee charter,Charter, and has determined that work performed by Pearl Meyer does not create a conflict of interest.

The Role of the Peer Group

After the Spin-Off, the Committee, with the assistance of its independent compensation consultant, refined SPX’s peer group to better reflect the Company’s new structure. In 2016, additional modifications were made, adding the following four companies to the existing twelve peers from 2015:

The SPX peer group now includes the following:

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EXECUTIVE COMPENSATION

The Role of the Peer Group

Our executive compensation program takes into account the compensation practices of companies with which we compete or could compete for executive talent. In 2019, the Board approved a change to our Peer Group to ensure continued consistency with this philosophy. Peer companies are selected based on a number of factors including size, industry, and markets served. Based on changes to organization structure and market caps in 2019, Babcock and Wilcox was substituted by NN, Inc. whom we believe is more closely aligned with the SPX peer company strategy.

For purposes of setting 2019 executive compensation, the Committee used the following peer companies (“peer group”):