SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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Check the appropriate box:

Lindsay Corporation

(Name of Registrant as Specified In Itsin its Charter)

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

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

January 30, 2018

TheNotice of 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 30, 2018, at 8:30 a.m., Central Standard Time, 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.

Only stockholders holding shares of the Company’s common stock of record at the close of business on December 1, 2017 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 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 Annual Meeting may withdraw their proxies and vote in person.

Omaha, Nebraska

December 21, 2017

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.

TABLE OF CONTENTSTable of Contents

LINDSAY CORPORATION

		PROXY STATEMENT SUMMARY

PROXY STATEMENT

i

		PROXY STATEMENT SUMMARY

ii

		PROXY STATEMENT FOR FISCAL 2023 ANNUAL MEETING OF STOCKHOLDERS

Proxy Statement for

Fiscal 2023 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 30, 2018,10, 2023, 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 1, 2017November 14, 2022 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^th18135 Burke Street, Suite 100, Omaha, Nebraska 68164.68022.

This Proxy Statement and the proxy cards are first being mailed to stockholders on or about December 21, 2017.November 22, 2022.

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

At the record date,As of November 14, 2022, there were 10,721,40211,006,852 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 1, 2017,November 14, 2022, 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. On the record date, the Company’s currentThe shares beneficially owned by executive officers and directors beneficially ownedof the Company represent approximately 1.1% of the total shares outstanding on the record date and were entitled to vote approximately 1.0% ofat the Company’s issued and outstanding shares of common stock.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

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		PROXY STATEMENT FOR FISCAL 2023 ANNUAL MEETING OF STOCKHOLDERS

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 November 14, 2022 and restricted stock units that will be settled into shares of common stock within 60 days of November 14, 2022 are deemed to be outstanding and beneficially owned by the person, but such shares are not actually outstanding and may not be voted at the Annual Meeting.

complied with all filing requirements applicable to them during the Company’s fiscal year ended August 31, 2017.

PROPOSAL 1

		PROPOSAL 1 ELECTION OF DIRECTORS

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 Robert E. Brunner, Timothy L. Hassinger,Michael N. Christodolou, Ibrahim Gokcen and Michael D. WalterDavid B. Rayburn to serve as directors for terms ending in December 2020. at the Fiscal 2026 Annual Meeting.

Messrs. Brunner, Hassinger,Christodolou, Gokcen and WalterRayburn are current directors of the Company serving for terms expiringthat will expire as of the date of the Annual Meeting, although Mr. Hassinger was only recently appointed to the Board in October 2017.Meeting. Each of Messrs. Brunner, Hassinger,Christodolou, Gokcen and WalterRayburn 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. Brunner, Hassinger,Christodolou, Gokcen or WalterRayburn, 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. Brunner, Hassinger,Mr. Christodolou, Mr. Gokcen or WalterMr. Rayburn 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. Proxies cannot be voted for a greater number of persons than the three director nominees named in this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF MESSRS. BRUNNER, HASSINGER,CHRISTODOLOU, GOKCEN AND WALTERRAYBURN AS DIRECTORS OF THE COMPANY WITH TERMS ENDING IN DECEMBER 2020.AT THE FISCAL 2026 ANNUAL MEETING.

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		PROPOSAL 1 ELECTION OF DIRECTORS

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 December 2020.at the Fiscal 2026 Annual Meeting. Information is also provided concerning each director’s and 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 the non-employee directors, Messrs. Brunner, Christodolou, Jagodinski, Nahl,Di Si, Gokcen and Rayburn Welsh and WalterMses. Lindsey and Madere, are independent directors of the Company under the listing standards adopted by the New York Stock Exchange (“NYSE”).

NOMINEES FOR ELECTION – Terms to expire in December 2020

Robert E. Brunner, age 60, 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 ofat 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 theFiscal 2026 Annual Meeting

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		PROPOSAL 1 ELECTION OF DIRECTORS

W. Thomas JagodinskiIbrahim Gokcen, age 61 (current term to expire in December 2019),44, is the retiredManaging Partner of Velocis Digital LLC, an interim executive services and management and execution consulting firm he founded in 2020. Mr. Gokcen is also a Strategic Advisor for NEO Holdings International, LLC, a blockchain company focused on transforming commodity trading for which he also previously served as Chief Technology Officer during 2021. Mr. Gokcen was the President and Chief ExecutiveRevenue Officer of Deltafor Open Insights LLC, a data advisory and Pine Land Company, a leader inservices company, during 2021. Prior to that, Mr. Gokcen was 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 various executive roles at Delta and Pine Land Company including Senior Vice President and Digital Chief FinancialTechnology Officer for Schneider Electric, an energy management and Treasurer.automation company, from 2018 to 2020. Prior to that, Mr. JagodinskiGokcen served as the Chief Digital Officer for A. P. Moller Maersk, an integrated transport and logistics company, from 2016 to 2018. Mr. Gokcen also previously held senior product, information technology, and research and development leadership roles at General Electric. Mr. Gokcen is NACD Directorship Certified^TM. Mr. Gokcen currently serves onas an independent director for Maersk Tankers, ZeroNorth, and PNO. Mr. Gokcen also serves as a member of the Board of DirectorsTrustees of Centrus Energy Corp., a publicly-traded companyAnitaB.org, an organization that supplies enriched uranium fuel for internationalhelps women and domestic commercial nuclear power plants.nonbinary people succeed in technology. 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. JagodinskiGokcen has been a director of the Company since 20082021 and he is also the Chairmancurrently serves as a member of the Company’s Audit Committee and a member of the Company’s Corporate Governance and Nominating Committee. Mr. Jagodinski’s experienceGokcen’s strong background in public accountinginternational markets and astransforming businesses in a chief executive officer, chief financial officer and directornumber of public companies, alongindustries with his experience in risk management and compliance oversight, providetechnology provides 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.

Michael C. Nahl, age 75 (current term to expire in December 2018), 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, 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.

David B. Rayburn, age 69 (current term to expire in December 2019),74, 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 ofpreviously served on 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 from 2000 to 2022, on the Board of Directors of Creative Foam Corporation from 2009 to 2017, on the Board of

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		PROPOSAL 1 ELECTION OF DIRECTORS

DIRECTORS CONTINUING IN OFFICE

William F. Welsh IIRobert E. Brunner, age 7665 (current term to expire in December 2018)at the Fiscal 2024 Annual Meeting), is the retired Chairmanwas an Executive Vice President of Election Systems & Software,Illinois Tools Works, Inc., a providerdiversified manufacturer of specialized election equipmentadvanced 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 software.President, North American Automotive Fasteners from 2003 to 2005. Prior to that, Mr. Welsh servedBrunner held a variety of positions within Illinois Tools Works, Inc. including general management, operations management and sales and marketing. Mr. Brunner currently serves as Presidenta member of the Boards of Directors of Leggett & Platt, Inc. and Chief Executive Officer of Election Systems & Software,NN, Inc. from 1995 to 2002. From 2000 to 2003, Mr. Welsh servedBrunner serves as Chairman of the BoardHuman Resources and Compensation Committee and as a member of Directorsthe Audit Committee of Election SystemsLeggett & Software.Platt, Inc. Mr. Welsh hasBrunner also previously served onserves as a member of the BoardCompensation Committee and the Governance Committee of Directors of Ballantyne StrongNN, Inc., a publicly-traded company that provides technology solutions primarily for applications in digital projection and digital signage. Mr. WelshBrunner has been a director of the Company since 20012013 and currentlyalso serves as the Chairperson of the Board of Directors and as a member of the Company’s Human Resources and Compensation 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.

Pablo Di Si, age 53 (current term to expire at the Fiscal 2025 Annual Meeting), is the President and Chief Executive Officer of Volkswagen Group of America and the Chief Executive Officer of Volkswagen North American Region. Mr. Di Si joined Volkswagen, a multinational automotive manufacturing company, in 2014 as Chief Operating Officer and Chief Financial Officer of Argentina and was subsequently appointed as President and Chief Executive Officer of Argentina in 2016, as President and Chief Executive Officer of Latin America in 2017, and to his current positions in 2022. Prior to joining Volkswagen, Mr. Di Si held various key positions in finance, business development, and project management with CNH Global, Fiat Industrial S.p.A., Kimberly-Clark Corporation, Monsanto, and Abbott Laboratories. Since 2021, Mr. Di Si has served as a member of the Board of Directors of Copersucar, a global trader of sugar and ethanol. Mr. Di Si has been a director of the Company since 2022 and he is also a member of the Company’s Audit Committee and the AuditCompany’s Human Resources and Compensation Committee. Mr. Welsh’s prior executive level leadershipDi Si’s experience in international operations and chief executive officer experience, along withbusiness management and development, as well as his extensive knowledge of the irrigationcorporate finance, taxation and infrastructure markets,accounting, provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. WelshDi Si 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.

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		PROPOSAL 1 ELECTION OF DIRECTORS

Mary A. Lindsey, age 67 (current term to expire at the Fiscal 2025 Annual Meeting), is the retired Senior Vice President and Chief Financial Officer of Commercial Metals Company, a global manufacturer and recycler of steel and other metals. Ms. Lindsey joined Commercial Metals Company in September 2009 as Vice President-Tax. She was subsequently appointed Commercial Metals Company’s Vice President-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. In connection with Ms. Lindsey’s planned retirement from Commercial Metals Company, Ms. Lindsey stepped down as Senior Vice President and Chief Financial Officer in August 2019. 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 Corporate M&A, at The Timken Company, a global manufacturer of bearings, transmissions, gearboxes, and related components, from January 1985 to January 2005. Since 2020, Ms. Lindsey has served as a member of the Boards of Directors and the Audit Committees of Methode Electronics, Inc. and Orion Engineered Carbons S.A.. Ms. Lindsey serves as the Chair of the Audit Committee of Methode Electronics, Inc. Ms. Lindsey has been a director of the Company since 2018 and currently serves as Chairperson of the Company’s Audit Committee and as a member of the Company’s Corporate Governance and Nominating Committee. Ms. Lindsey’s experience in investor relations and international M&A, as well as her knowledge of corporate finance, taxation and accounting, provide her with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Ms. Lindsey an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that she qualifies as an audit committee financial expert.

Consuelo E. Madere, age 62 (current term to expire at the Fiscal 2025 Annual Meeting), 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’s executive leadership team. Ms. Madere currently serves as a member of the Board of Directors of Nutrien and S&W Seed Company, where she chairs the Nominations and Governance Committee of both companies and is a member of the Safety & Sustainability Committee at Nutrien and the Compensation Committee at S&W Seed Company. From 2014 to 2018, Ms. Madere served as a member of the Board of Directors of PotashCorp and was a member of its Audit Committee and its Safety, Health and Environment Committee. Ms. Madere has been a director of the Company since 2018 and currently serves as Chairperson of the Company’s Corporate Governance and Nominating Committee and as a member of the Company’s Human Resources and Compensation Committee. Ms. Madere’s 30-plus years of domestic and global experience at Monsanto, spanning manufacturing, strategy, technology, business development, profit and loss responsibility and general management, along with her service as a director of public companies, provide her with the relevant experience to serve on the Company’s Board of Directors.

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		PROPOSAL 1 ELECTION OF DIRECTORS

Randy A. Wood, age 50 (current term to expire at the Fiscal 2024 Annual Meeting), is President and Chief Executive Officer of the Company and has held such position since January 2021. Mr. Wood has also been a director of the Company since January 2021 and he is the only executive officer of the Company serving on the Board of Directors. Between September 2020 and December 2020, Mr. Wood served as Chief Operating Officer of the Company. Between October 2013 and May 2016, Mr. Wood served as President – International Irrigation of the Company. Between February 2012 and October 2013, Mr. Wood served as Vice President – Americas / ANZ Sales and Marketing. Previously he was Vice President – North America Irrigation Sales of the Company and held such position from March 2008, when he joined the Company. Prior to March 2008, Mr. Wood spent 11 years with Case Corporation / CNH Global including roles as the Senior Director of Marketing, Case IH Tractors, and Senior Director of Sales and Marketing, Parts and Service. Mr. Wood’s extensive experience in leading domestic and international irrigation 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 an experienced Company executive who now serves as the Company’s President and Chief Executive Officer, Mr. Wood will continue to provide the Board of Directors with valuable insight into the Company’s day-to-day operations and achievements.

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 BylawsBy-Laws 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 at http://www.lindsay.com by clicking on the Ethics link under 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, 2017,2022, the Board of Directors held elevennine meetings and acted pursuant to unanimous written consent on one occasion.two occasions. During fiscal 2017,2022, 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 or she 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 ChairmanChairperson of the Board, currently Mr. Nahl,Brunner, an independent director, serves as the presiding director at each executive session of the independent directors.

Hedging and Pledging.The Board of Directors has adopted Corporate Governance Principles prohibiting directors and executive officers from pledging Company securities as collateral for any outstanding obligation. Directors and executive officers are also prohibited from trading in derivative securities of Company securities, engaging in short sales of Company securities, or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of Company securities.

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		PROPOSAL 1 ELECTION OF DIRECTORS

Effective October 16, 2017, Timothy L. Hassinger was appointed as a member of the Board of Directors in connection with his appointment as the Company’s President and Chief Executive Officer. Effective on the same date and in connection with his previously announced retirement, Richard W. Parod stepped down as a member of the Board of Directors and as the Company’s President and Chief Executive Officer. Mr. Parod continued to serve as President Emeritus through his retirement date of December  1, 2017.

Board Leadership Structure

The Company’s Corporate Governance Principles provide that the position of ChairmanChairperson of the Board of Directors be held by an independent director and, accordingly, the same individual cannot serve as both the ChairmanChairperson 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 ChairmanChairperson 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, cybersecurity, 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 the regular consideration and evaluation of the Company’s cybersecurity risks, information security awareness training efforts, and information security risk insurance coverage, which are reported on a quarterly basis to the Board by the Company’s Chief Information Officer. The Board’s risk oversight process also 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, execution and preparation of reports with respect to the Company’s overall internal audit plan. Deloitte & Touche LLP also assists the Company’s internal auditors in the performance of certain other internal audit services and in the provision of 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 CommitteeCommittee..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 at http://www.lindsay.com by clicking on the Committees link under the Investor Relations tab and is available in print to any stockholder who submits

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		PROPOSAL 1 ELECTION OF DIRECTORS

Human Resources and acted pursuant to unanimous written consent on one occasion.

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 appointed officers. The Human Resources and Compensation Committee approves all individual grants and awards under the Company’s long-term equity incentive plans; 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 appointed 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 Chairperson of 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 retained external compensation consulting firms to assist and advise it on particular matters. During fiscal 2017,2022, 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 20172022 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 at http://www.lindsay.com by clicking on the Committees link 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 Rayburn (Chairperson), Brunner, (Chairman), Christodolou, Rayburn, WalterDi Si, and Welsh,Madere, 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. On January 4, 2022, Mr. Di Si was appointed as a member of the Human Resources and Compensation Committee, at which time Michael C. Nahl resigned as a member of the Human Resources and Compensation Committee when his term as a director expired. During fiscal 2017,2022, the Human Resources and Compensation Committee held fivefour meetings and acted pursuant to unanimous written consent on one occasion.two occasions.

Corporate Governance and Nominating CommitteeCommittee..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 chairmenchairpersons 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 at http://www.lindsay.com by clicking on the Committees link under the

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		PROPOSAL 1 ELECTION OF DIRECTORS

The Corporate Governance and Nominating Committee is currently comprised of Directors Walter (Chairman)Madere (Chairperson), Brunner, Christodolou, Gokcen, and Jagodinski,Lindsey, 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. Mr. Welsh served as a member of the Corporate Governance and Nominating Committee until Messrs. Brunner and Jagodinski were appointed as members the Corporate Governance and Nominating Committee effective February 1, 2017. During fiscal 2017,2022, the Corporate Governance and Nominating Committee held two meetings.four meetings and acted pursuant to a unanimous written consent on one occasion.

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.

Compensation Discussion and Analysis

Executive Summary.

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 who are critical to 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.

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:

Fiscal 2022 Business Highlights.Fiscal 2022 was a memorable year in which the Company achieved record revenues while its employees demonstrated impressive agility, resilience, and creativity in uncertain times. The Company persevered through inflationary headwinds and supply chain challenges by effectively managing pricing, improving operating performance, and committing to an innovation-driven strategy fully focused on customer-first solutions. In fiscal 2022, more employees returned to visiting customers and collaborating in person to wholly embody the Company’s clear and compelling mission: to provide powerful irrigation, infrastructure, and industrial technology solutions that conserve natural resources, expand our world’s potential, and enhance the quality of life for people around the world. Key highlights from fiscal 2022 include:

The Company achieved significant revenue and earnings growth. The Company reached an all-time high for full-year revenues, as total revenues for fiscal 2022 were $770.7 million, an increase of $203.1 million, or 36 percent, compared to $567.6 million in the prior fiscal year. Net earnings for fiscal 2022 were $65.5 million, or $5.94 per diluted

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share, compared with net earnings of $42.6 million, or $3.88 per diluted share, in the prior fiscal year. The Company also achieved its annual operating margin objective of 12%. In particular, the Company was able to capitalize on market tailwinds in irrigation while navigating inflationary headwinds and supply chain challenges. The Company’s commercial teams were able to return to near-pre-pandemic travel schedules, and their diligence and perseverance helped to stimulate movement in the Road Zipper^™ sales funnel and led to the capture of key large infrastructure projects in fiscal 2022.

The Company strengthened its technology leadership position in the irrigation and infrastructure spaces. In the face of global grain shortages and heightened concerns about food insecurity in light of the conflict between Russia and Ukraine, international irrigation project inquiries increased significantly in fiscal 2022. The Company also witnessed continued interest in modernizing global infrastructure with more sustainable solutions. Leveraging its common and differentiated technology platform, the Company is expanding the circle of innovation and investing to support the world’s food production supply and to mobilize global populations safely and sustainably. In fiscal 2022, the Company continued to focus on research and development toward IIoT-based technologies to optimize data analytics that support sustainable farming practices. The Company leveraged strategic partnerships in the areas of high resolution agronomic imagery, machine learning, and artificial intelligence in its efforts to bring its state-of-the-art smart pivot to market, combining FieldNET^™ advanced agronomics using drone-enabled detection with Zimmatic^™ machine health remote monitoring and diagnostics to improve speed, accuracy, and efficiency for autonomous management of both the crop and the machine in the field. In its infrastructure business, the Company leveraged strategic partnerships and its shared software development capabilities to provide innovative solutions for the transportation industry, including government agencies and their contractors. In fiscal 2022, the Company experienced strong market interest in RoadConnect^™, its cloud-based remote asset monitoring platform for the transportation industry, and ImpactAlert^™ asset impact detection.

The Company further committed to sustainability and a culture of employee empowerment. The Company’s success is not only measured by revenues and operating margins, but also by its commitment and impact toward a sustainable future for all stakeholders. The Company published its fourth Sustainability Report, in which it outlined its continued commitment to be environmentally conscious through enhancing and creating more efficient technology offerings, conserving natural resources, and reducing waste in offices and production facilities. In furtherance of the Company’s commitment to conduct its business in a manner that conforms to the highest ethical, moral, and legal principles, the Company has implemented a Supplier Code of Conduct and a Human Rights Policy. The Company’s employee-led Environmental and Social Governance Council and Diversity, Equity, and Inclusion Council continue to evaluate opportunities for improvement and provide critical guidance to executive leadership. These councils are just part of the Company’s culture of employee empowerment, and in fiscal 2022 the Company decided to shift how it measures its culture’s performance by focusing more on its employees, their teams, their personal development, and the management and peer support they receive – as the Company continues to pursue opportunities to further strengthen a healthy culture that strives to ensure that all employees thrive.

In order to expand capacity and better deliver for its current and future customers, the Company embraced continuous improvement opportunities. Overall, the Company’s teams and channel partners excelled and innovated in new ways to meet customer needs. In a year of significant international growth, the Company’s investments in new manufacturing equipment, automation technologies, and shipping capabilities proved critical in successfully delivering on its commitments to customers during a time of increased demand and supply chain challenges. The Company’s manufacturing operation in Turkey implemented innovative logistics enhancements and redesigned the facility’s loading and unloading areas to safely increase efficiency and capacity, enabling the facility to better support key large international projects. The Company’s China leadership team was recognized with the Lindsay Way CEO Award for its impressive efforts to expand local gearbox production capacity while focusing on employee safety. The Company continued to further develop and embed Lindsay Production Systems to infuse disciplined sustainable thinking through lean manufacturing principles, seeking to reduce waste and energy while optimizing productivity and unlocking value added benefits for its customers.

Fiscal 2022 Total Compensation Program.Highlights include:

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Annual Cash Incentives Earned for Fiscal 2022 Performance.For fiscal 2022, payments in connection with the Company’s annual cash incentive awards were reflective of the Company’s performance against its financial objectives and the officers’ performance against their individual goals. The financial performance component and the individual performance component accounted for 80% and 20%, respectively, of each officer’s potential annual cash incentive award. The Company exceeded the target levels for both its revenue goal and its operating margin goal. Based on these results, the overall Company financial performance component payout percentage was 163.1% of target. In addition, the officers generally achieved their individual objectives and were entitled to performance multipliers under the individual performance component ranging from 92% to 100%.

Performance Stock Units (“PSUs”) Earned for Fiscal 2020-2022 Performance.The end of fiscal 2022 marked the end of the three-year performance period for PSUs granted in fiscal 2020. For this performance period, the Company achieved three-year relative total stockholder return at the 79^th percentile (resulting in a maximum 200% of target payout for this component) and three-year average return on invested capital of 12.0% (also resulting in a maximum 200% of target payout for this component), which equated to a cumulative payout percentage of 200% of target.

Say on Pay. The Board of Directors and the Committee take several measures to monitor thisthe degree of alignment between the financial interests of the Company’s executive officers and those of the Company’s stockholders, which include

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The Committee’s Independent Compensation Consultant.The Committee engaged Meridian Compensation Partners, LLC in fiscal 20172022 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 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 Executive Compensation.When evaluating the market competitiveness of executive salaries, target annual incentive opportunities, and target long-term incentive values, the Committee 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) as the Company, 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

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For fiscal 2017 pay decisions contained one change from2022, Meridian again reviewed the peer group established for fiscal 2016, as Blount International, Inc. was removed because it was acquired and taken private.recommended no changes from the previous year’s membership. The resulting21-company23-company peer group used for fiscal 20172022 pay decisions consists of the following companies:companies (each of which was publicly traded, had updated proxy filings, remained within an appropriate size range with five-year average revenue within approximately one-third and three times the Company’s five-year average revenue, and did not have any pending mergers or acquisitions, bankruptcies, or other known current scandals that could diminish its effectiveness as a peer):

Based on its review and analysis, Meridian noted that in the aggregate, the Company’s 2016 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 2017 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, which recommendations for fiscal 2017 were provided by Mr. Parod, who served as the Company’s President and Chief Executive Officer until October 2017.officers. 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 20172022 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

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In the first quarter of fiscal 2017,2022, the Committee established the base salaries for each of the Named Executive Officers. With respect to the base salaries of Named Executive Officers other than Mr. Parod,Wood, the Committee considered Mr. Parod’sWood’s recommendations for salary adjustments and competitive salary information included in Meridian’s report on executive compensation. Mr. ParodWood made his recommendations for salary adjustments primarily based on individual performance and the Meridian report. With respect to Mr. Parod, the Committee considered the competitive salary information included in Meridian’s report on executive compensation, the Company’s performance and Mr. Parod’s personal performance. The table below sets forth information about the fiscal 20172022 base salary level for each of the Named Executive Officers:

Annual Cash Incentive Awards.The Company paidprovided annual cash incentive awards to its executive officers under a Management Incentive Plan for fiscal 20172022 (the “2017“2022 MIP”) that was adopted by the Committee pursuant to the terms of the Company’s 2014 Management Incentive Umbrella Plan which was approved by the stockholders at the Company’s annual stockholder meeting in 2014.Committee. The Company usedutilized the annual cash paymentsincentive awards under the 20172022 MIP primarily to encourage its executive officers to achieve specific short-term financial goals of the Company generally and, in some cases, for achievement of the Company’s financial results in certain market segments.Company. In addition, a portion of the annual cash incentives is designatedincentive awards was tied to reward individual performance objectives ofestablished for each executive officer participating in the 20172022 MIP. The Committee adopted the 20172022 MIP and established the financial and individual goals for executive officers under the 20172022 MIP during the first quarter of fiscal 2017.2022.

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there had been any acquisitions made during fiscal 2017, but2022, (i) actual results for the selected financial performance goals would have been adjusted by subtracting the Board-approved business cases for such acquisitions for purposes of award payout calculations (which would serve to reward executives for better-than-business-case performance while holding executives accountable for lower-than-business-case performance), unless the Committee were to approve a modification to include any such items, and (ii) transaction costs would have been added back to profitability. In the event that there had been any divestitures made during fiscal 2022, (a) actual results for the selected financial performance goals would have been adjusted by including the Board-approved budgets (and removing actual performance results) for such divestitures for purposes of award payout calculations, unless the Committee were none. The Committee took into consideration the cyclical downturnto approve a modification to exclude any such items, and (b) transaction costs would have been added back to profitability. Further, if a planned divestiture were not included in the agricultural marketsbudget, its financial performance metrics would not be included in establishing these target levels, acknowledging, for example, that the revenue target for fiscal 2017calculation of the financial performance goals so long as the divestiture was set less thannot completed by the Company’s revenue target level for fiscal 2016, but set higher thanend of the fiscal 2016 actual results.year. Transaction costs associated with any acquisition or divestiture considered, pursued, or closed shall be added back to profitability in the year or years in which such costs are incurred.

Under the 20172022 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 calculationsanalyses 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.

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Performance Level		Percentage of Target Cash Incentive Award Available for Individual Component
Significantly exceeds objectivesPROPOSAL 1 ELECTION OF DIRECTORS			200	%
Exceeds objectives			150	%
Meets all objectives			100	%
Meets most objectives			75	%
Meets some objectives			50	%
Does not meet objectives			0	%

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Long-Term Incentive Compensation.Long-term incentive compensation is designed to reward the achievement of longer-term strategic objectives and align the financial interests of the Company’s executive officers with those of the Company’s stockholders. For fiscal 2017,2022, the Committee approved a target dollar amount for the long-term incentive award for each of the Company’s Named Executive Officers andwhich were allocated as follows:

The PSUs, RSUs and stock options were granted pursuant to the Company’s 2015 Long-Term Incentive Plan, which was approved by the stockholders at the Company’s annual stockholder meeting in January 2015. The Committee believes that this mix of PSUs, RSUs and stock options will continue to promote sustained long-term performance, goal alignment and retention.

In determining the number of PSUs, RSUs and stock options granted to the Named Executive Officers as part of their long termlong-term incentive compensation for fiscal 2017,2022, the Committee first established a dollar value of the total long-term incentive awards to be awarded to each Named Executive Officer assuming they achieved target performance levels for the PSUs. Based primarily on Meridian’s compensation assessment, the Committee established total long-term incentive award amounts as follows for fiscal 2017:2022:

The dollar value of the total long-term incentive awards for each Named Executive Officer above is approximately atwithin a reasonable range of the median level indicated in the Meridian competitive market data for that officer with adjustments to reflect the relative size and scope of responsibilities and other internal pay equity reasons.

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 ($78.23145.93 as of October 21, 2016)25, 2021) to convert those dollar values into total numbers of stock units initially awarded to each Named Executive 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.

Under the terms of the individual award agreements, both the PSUs and RSUs awarded to Named Executive Officers for fiscal 20172022 are payable in common stock and provide the Named Executive Officers with special

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The specific terms of the PSU, RSU and stock option grants made to the Named Executive Officers for fiscal 20172022 are as follows:

Performance Stock Unit (PSU) Awards.PSUs. 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 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 20172022 has a three-year performance period running through the end of fiscal 20192024 (i.e. August 31, 2019) and will vest2024) with any earned PSUs cliff vesting on November 1, 2019. Reflective of2024. The Committee selected a three-year performance period because measuring performance over a long period would be less affected by cyclical variations in the desire to balance earnings growthCompany’s business and efficient use of capital, theone-time events. The Committee felt that a three-year period was commonly used by similar companies for this reason. The Committee chose operating income growthtotal stockholder return relative to a select peer group (“Operating Income Growth”Relative Total Stockholder Return”) and ROIC,return on invested capital (“ROIC”), each equally weighted, as the performance measures to be used to determine PSU payouts for the three-year performance period. The Committee considered several performance measures, including measures that were tied to the Company’s stock price or 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 nature 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. For fiscal 2017, the Committee replaced revenue growth (“Revenue Growth”) with Operating Income Growth in order to better incentivize profitable growth. For fiscal 2017, the Committee 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 value-creation potential of the Company’s capital investments. While ROIC is also used as a component of the Company’s annual cash incentive award, the Committee believed that ROIC 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

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For purposes of PSUs awarded in fiscal 2022, “ROIC” is calculated in the following manner:

ForIn the event of an acquisition, actual financial results will be adjusted in the year in which the acquisition occurs for purposes of calculating Operating Income Growth and ROIC by subtracting the Board-approved business case for each acquisition, unless the Committee approves a modification to include any acquisitions madesuch items. In the event of a divestiture, actual financial results will be adjusted in the year in which the divestiture occurs for purposes of calculating ROIC by including the Board-approved budget (and removing actual performance results) for each divestiture, unless the Committee approves a modification to include any such items. If a planned divestiture is not included in the budget, its financial performance metrics will not be included in the calculation of ROIC if the divestiture is not completed by the Company and revenues, expenses, assets, income and/or lossesend of the applicable budget year. Transaction costs associated with such acquisitions are excludedany acquisition or divestiture considered, pursued, or closed shall be added back to profitability in the fiscal year of the acquisition, but will be fully included during every year thereafter.or years in which such costs are incurred.

The Committee has established the following three-year average performance measures for Operating Income GrowthRelative Total Stockholder Return and ROIC for the PSUs awarded in fiscal 2017:2022:

To the extent the Company’s three-year absolute Total Stockholder Return is negative but relative performance is above the 50^th percentile, the total percentage of PSUs to be eligible to be settled pursuant to the Relative Total Stockholder Return subcomponent shall be capped at the “target” amount.

The Committee selected target performance measures that were within the range ofaligned with the long-term target financial performance goals communicated from Lindsayby the Company to theits stockholders by Mr. Parod in the 20162021 Annual

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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 2017.2022.

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 forvest pro-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, as applicable, based on the probable or expected level of achievement with respect to the applicable performance measures at the time of the change in control (i.e., either (i) Revenue Growth and RONA or (ii) Operating Income GrowthRelative Total Stockholder Return 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 2015-20172020-2022 Performance.The end of fiscal 20172022 marked the end of the three-year performance period for the PSUs awardedgranted in fiscal 2015.2020. For this performance period, the Company achieved three-year cumulative revenue of $1,576.2 millionRelative Total Stockholder Return in the 79^th percentile (resulting in a maximum 200% payout for this component) and three-year average RONAReturn on Invested Capital of 5.86%12.0% (also resulting in a maximum 200% payout for this component), which equated to a cumulative payout percentage of 0%200% of target. SinceIn accordance with the threshold levelterms of the PSUs earned for this performance period, Mr. Wood was not met for either performance measure, noissued 3,918 shares of common stock were(resulting from 1,959 PSUs awarded in fiscal 2020), Mr. Ketcham was issued to any Named Executive Officers with respect to this tranche3,918 shares of PSUs.common stock (resulting from 1,959 PSUs awarded in fiscal 2020), Mr. Oberto was issued 2,382 shares of common stock (resulting from 1,191 PSUs awarded in fiscal 2020), and Mr. Marion was issued 1,852 shares of common stock (resulting from 926 PSUs awarded in fiscal 2020). No payouts have yet been earned with respect to the PSUs awarded in fiscal 20162021 and fiscal 20172022 which have three-year performance periods ending at the end of fiscal 20182023 and fiscal 2019,2024, respectively.

“Revenue Growth” wasFor PSUs granted in fiscal 2020, “Relative Total Stockholder Return” and “Return on Invested Capital” or “ROIC” were calculated according to cumulative revenue growthin the same manner as opposed to average annual revenue growthdescribed above for PSUs granted in order to minimize theyear-to-year distortion that can result from short-term cyclical changes in revenue growth.fiscal 2022. 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 sumcalculating Relative Total Stockholder Return, one member of the Company’s actual consolidated operating revenues duringoriginally approved peer group experienced a bankruptcy and thus remained in the three-year performance periodpeer group for PSUs granted in comparisonfiscal 2020 but dropped to the target amountbottom of cumulative revenue.

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Nonqualified Stock Option 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, willin order to be consistent with other long-term equity awards, stock options awarded in fiscal 2022 vest and become exercisable ratably over a 3-year period (one-fourthone-third each year) on November 1 of the next fourthree calendar years following the grant date contingent upon the Named Executive Officer’s continued employment with the Company (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 stockholders also benefit from increasing stock prices.

The nonqualified stock options awarded in fiscal 20172022 have an option price of $78.23 (which$145.93, 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 each year) on November 1date of the next four calendar years following the grant date. Vesting is contingent upon the Named Executive Officer’s continued employment with the Company.October 25, 2021. 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.Ownership Guidelines.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 requirementguideline 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.guideline. PSUs are not counted toward the ownership requirementguideline 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

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health and dental insurance, life insurance and disability benefits.benefits, and the employee stock purchase plan. 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 2022.

Termination PaymentsPayments..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

For all equity awards issued toand outstanding under the Named Executive Officers prior to the endCompany’s 2015 Long-Term Incentive Plan, there will be no acceleration of fiscal 2015 would be treated as follows in the eventvesting 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 and fiscal 2017), 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.

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Tax Considerations.The Committee considers the impact of applicable tax laws with respect to executive compensation. 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. TheHowever, the Tax Cuts and Jobs Act of 2017 eliminated the Section 162(m) provisions exempting performance-based compensation from the $1 million deduction limit, subject to an exception for remuneration pursuant to a written binding contract which was in effect on November 2, 2017. As a result, while the Committee has attempted to preserve, to the extent practicable, the deductibility of all compensation payments to the Company’s executive officers. However, whileofficers until the Committee believes it is in the best interests oftax law change, the Company and its stockholdersis generally no longer able 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”take a deduction for purposes of Section 162(m). Moreover, even if the Committee intends to grant 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.

With the exception of approximately $20,000 ofany annual compensation paid to Mr. Parod, allits current or former Named Executive Officers in excess of $1 million and does not limit executive compensation paid to covered employees is expected to beamounts deductible under Section 162(m) for fiscal 2017..

Employment Agreement with New President and Chief Executive Officer.Effective October 16, 2017, Mr. Hassinger was appointed as the Company’s President and Chief Executive Officer. In hiring Mr. Hassinger, the Company’s Board of Directors approved a written employment agreement with a term of three years, setting forth the principal terms and conditions of his employment, including an annual base salary of $900,000, eligibility for a target bonus equal to 100% of his base salary and a maximum bonus of up to 200% of his target bonus, and eligibility to receive annual equity or long-term incentive awards, the aggregate grant-date accounting value of which is expected to be $1,800,000. In addition, on October 16, 2017, Mr. Hassinger received a special grant of RSUs with a value of approximately $3,000,000 (based on the Company’s closing stock price of $89.13 on October 16, 2017). The special grant of RSUs is subject to vesting at the rate of 33–1/3% per year on November 1, 2018, 2019 and 2020.

In addition to the compensation discussed above, the employment agreement provides that Mr. Hassinger will receive a taxable transportation allowance of $2,000 per month and will be eligible to participate in other insurance and benefit plans generally available to senior executives of the Company. In addition, if Mr. Hassinger’s employment is terminated by the Company other than for cause (as defined in his employment agreement), death or disability (as defined in his employment agreement), Mr. Hassinger will receive severance compensation equal to one andone-half (1.5) times the sum of his annual base salary plus target bonus at the rate in effect on the date of his termination. However, if Mr. Hassinger is terminated other than for cause, death or disability within two (2) years following a Change in Control (as defined in his employment agreement), or voluntarily terminates his employment for Good Reason (as defined in his employment agreement) within such period, then he will receive severance compensation equal to three (3) times the sum of his annual base salary plus target bonus at the rate in effect on the date of termination. 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.

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