UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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:

SNAP-ON INCORPORATED

(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):

NOTICEOF 20182021 ANNUAL MEETINGOF SHAREHOLDERS

AND PROXY STATEMENT

HELP US REDUCE COSTS

If you receive more than one set of proxy materials, it means your shares are held in more than one account. You should vote the shares on all of your proxy cards. You may help us reduce costs by consolidating your accounts so that you receive only one set of proxy materials in the future. To consolidate your accounts, please contact our transfer agent, Computershare Trust Company, N.A. (“Computershare”), toll-free at 1-800-446-2617, or as otherwise provided in our annual report.

ADMISSION TO THE ANNUAL MEETING

All shareholders of record as of the close of business on February 26, 2018,March 1, 2021, may attend the Annual Meeting. Seating, however, is limited andMeeting, which will be held in a virtual format, via a live webcast.

The Annual Meeting can be accessed directly at www.meetingcenter.io/207288527 or on the Company’s website at www.snapon.com/EN/Investors/Investor-Events. To login to the Annual Meeting as a first arrival basis.shareholder, individuals must enter the control number printed on the proxy card that was sent to the shareholder. The password for the meeting is SNA2021.

ToIf your shares of the Company’s common stock are held through an intermediary, such as a bank or broker, advance registration is required if you intend to attend the Annual Meeting,Meeting. To register, please follow these instructions:

HOW TO VOTE

While we offer fourseveral methods for you to vote your shares at the Annual Meeting, we encourage you to vote in advance of the meeting through the internet as it is the most cost-effective method. We also recommend that you vote as soon as possible, even if you are planning to attend the Annual Meeting, so that the vote count will not be delayed. Both the internet and the telephone provide convenient, cost-effective alternatives to returning your proxy card by mail. If you choose to vote your shares through the internet or by telephone, there is no need for you to mail back your proxy card.

You may (i) vote in person at the Annual Meeting via the meeting website or (ii) authorize the persons named as proxies on the proxy card to vote your shares by returning the enclosed proxy card through the internet, by telephone or by mail.

To vote over the internet:

Go to www.investorvote.com/sna. Have your proxy card available when you access the website. You will need the control number from your proxy card to vote.

To vote by telephone:

Call1-800-652-VOTE (1-800-652-8683) 24 hours a day, 7 days a week. Have your proxy card available when you make the call. You will need the control number from your proxy card to vote.

To vote by mail:

Complete, sign and return the proxy card to the address indicated on the proxy card.

If shares are not registered in your name, then you vote by giving instructions to the firm that holds your shares rather than using any of the methods discussed above. Please check the voting form of the firm that holds your shares to see if it offers internet or telephone voting procedures.

2801 80th Street

Kenosha, Wisconsin 53143

Notice of the 2021 Annual Meeting of Shareholders

March 12, 2021

Dear Shareholder:

Snap-on Incorporated will hold its 2021 Annual Meeting of Shareholders on Thursday, April 29, 2021, at 11:30 a.m. Central Time. Due to the ongoing public health impact of the coronavirus (COVID-19), the Annual Meeting will be held in a virtual format only, via a live webcast.

This year’s meeting is being held for the following purposes:

Only shareholders as of the close of business on March 1, 2021, the record date for the Annual Meeting, will have the opportunity to vote, participate in and ask questions at the Annual Meeting. The Annual Meeting can be accessed directly at www.meetingcenter.io/207288527 or on the Company’s website at www.snapon.com/EN/Investors/Investor-Events. To login to the Annual Meeting as a shareholder, individuals must enter the control number printed on the proxy card that was sent to the shareholder. The password for the meeting is SNA2021.

If your shares of the Company’s common stock are held through an intermediary, such as a bank or broker, advance registration is required if you intend to vote at or otherwise participate in the Annual Meeting. To register, please submit proof of proxy power (legal proxy) related to shares of the Company’s common stock, such as an e-mail from a broker or an image of the legal proxy, along with the shareholder’s name and email address, to Computershare at legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 4:00 p.m. Central Time on April 27, 2021.

The Company recommends that shareholders vote in advance of the Annual Meeting through the internet, by telephone, or by returning a completed proxy card.

Individuals interested in attending the virtual meeting that do not have a control number or are not a shareholder may attend as a guest, but will not have the option to vote or otherwise participate in the meeting.

If you have any questions or comments, please direct them to Snap-on Incorporated, Investor Relations, 2801 80th Street, Kenosha, Wisconsin 53143. If you prefer, you may email questions or comments to InvestorRelations@snapon.com. We always appreciate your interest in Snap-on and thank you for your continued support.

Your vote is important. Thank you for voting.

Sincerely,

Richard T. Miller

Vice President, General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 29, 2021. The proxy statement and annual report to security holders are available under the Investors section of the Company’s website at www.snapon.com.    

The Board of Directors recommends the following votes:

To vote at the Annual Meeting, you will need to follow the instructions discussed above. If you vote in advance of the Annual Meeting by proxy, either by internet, telephone or mail, and later find that you will be present at the Annual Meeting, or for any other reason desire to revoke your proxy, you may do so at any time before it is voted.

PROXY STATEMENT

TABLE OF CONTENTS

COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q:    WHEN IS THE ANNUAL MEETING?

A:    Snap-on Incorporated (“Snap-on,” “we” or the “Company”) will hold its 2021 Annual Meeting of Shareholders on Thursday, April 29, 2021, at 11:30 a.m. Central Time. Due to the ongoing public health impact of the coronavirus (COVID-19), the Annual Meeting will be held in a virtual format only, via a live webcast. Individuals will not be able to attend the Annual Meeting in person; however, we are committed to ensuring that shareholders have substantially the same opportunities to participate in the virtual meeting as they would at an in-person meeting, including the ability to vote, ask questions and view the list of the Company’s shareholders of record.

Q:WHO CAN ATTEND AND PARTICIPATE IN THE ANNUAL MEETING?

A:All shareholders of record as of the close of business on March 1, 2021 (the “Record Date”), may attend and vote at the Annual Meeting which, as noted above, will be held via a live webcast. As of the Record Date, Snap-on had 54,437,708 shares of common stock outstanding. Each outstanding share of common stock is entitled to one vote on each proposal.

Individuals interested in attending the virtual meeting that do not have a control number or are not a shareholder may attend as a guest, but will not have the option to vote, ask questions or otherwise participate in the meeting.

Q:HOW DO I ATTEND THE ANNUAL MEETING?

A:The Annual Meeting can be accessed directly at www.meetingcenter.io/207288527 or on the Company’s website at www.snapon.com/EN/Investors/Investor-Events. To login to the Annual Meeting as a shareholder, individuals must enter the control number printed on the proxy card that was sent to the shareholder. The password for the meeting is SNA2021.

To attend the Annual Meeting, please visit the website noted above and follow these instructions:

We recommend that you log in at least 15 minutes before the Annual Meeting to ensure you are logged in when the meeting starts. If you encounter any technical difficulties, please call the technical support number that will be posted on the Annual Meeting login page.

Q:HOW DO I VOTE?

A:While we offer several methods for you to vote your shares at the Annual Meeting, we encourage you to vote in advance of the meeting through the internet, as it is the most cost-effective method. We also recommend that you vote as soon as possible, even if you are planning to

attend the Annual Meeting, so that the vote count will not be delayed. Both the internet and the telephone provide convenient, cost-effective alternatives to returning your proxy card by mail. If you choose to vote your shares through the internet or by telephone, there is no need for you to mail back your proxy card.

You may (i) vote at the Annual Meeting via the meeting website or (ii) authorize the persons named as proxies on the proxy card, Messrs. Pinchuk and Miller, to vote your shares by returning the enclosed proxy card through the internet, by telephone or by mail.

To vote over the internet:

Go to www.investorvote.com/sna. Have your proxy card available when you access the website. You will need the control number from your proxy card to vote.

To vote by telephone:

Call 1-800-652-VOTE(1-800-652-8683) 24 hours a day, 7 days a week. Have your proxy card available when you make the call. You will need the control number from your proxy card to vote.

To vote by mail:

Complete, sign and return the proxy card to the address indicated on the proxy card.

If shares are not registered in your name, then you vote by giving instructions to the firm that holds your shares rather than using any of the methods discussed above. Please check the voting form of the firm that holds your shares to see if it offers internet or telephone voting procedures.

Q:    WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?

A:    To conduct the Annual Meeting, more than 50% of the shares entitled to vote must be present in person or by proxy. This is referred to as a “quorum.” Attendance at the virtual meeting constitutes presence in person for this purpose. Abstentions and shares that are the subject of broker non-votes will be counted for the purpose of determining whether a quorum exists; shares represented at the meeting for any purpose are counted in the quorum for all matters to be considered at the meeting. All of the voting requirements below assume that a quorum is present.

Directors are elected by a majority of the votes cast in person or by proxy at the meeting and entitled to vote on the election of directors. Abstentions and broker non-votes are not considered as votes cast with respect to each director-nominee and, therefore, will have no impact on the election of directors.

To vote by telephone:

Call1-800-652-VOTE (1-800-652-8683) 24 hours a day, 7 days a week. Have your proxy card available when you make the call. You will need the control number from your proxy card to vote.

To vote by mail:

Complete, sign and return the proxy card to the address indicated on the proxy card.

If shares are not registered in your name, then you vote by giving instructions to the firm that holds your shares rather than using any of the methods discussed above. Please check the voting form of the firm that holds your shares to see if it offers internet or telephone voting procedures.

Q:WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

A:    It means your shares are held in more than one account. You should vote the shares on all of your proxy cards. You may help us reduce costs by consolidating your accounts so that you receive only one set of proxy materials in the future. To consolidate your accounts, please contact our transfer agent, Computershare Trust Company, N.A. (“Computershare”), toll-free at 1-800-446-2617, or as otherwise provided in our annual report.

Q:    WHO WILL COUNT THE VOTE?

A:    Computershare, our transfer agent, will use an automated system to tabulate the votes. Its representatives will also serve as the election inspectors.

Q:WHO CAN ATTEND THE ANNUAL MEETING?

A:    All shareholders of record as of the close of business on the Record Date may attend the Annual Meeting. Seating, however, is limited and will be on a first arrival basis.

To attend the Annual Meeting, please follow these instructions:

Q:    CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?

A:    Yes. Even after you have submitted your proxy, you can revoke your proxy or change your vote at any time before the proxy is exercised by appointing a new proxy or by providing written notice to the Corporate Secretary and voting in person at the Annual Meeting. PresenceAttendance at the Annual Meeting ofby a shareholder who has appointed a proxy does not in itself revoke a proxy.

Street name holders who wish to change their proxy prior to the voting thereof should contact the broker, bank or other holder of record to determine whether, and if so how, such proxy can be revoked.

Q:IF I PREVIOUSLY VOTED, MAY I VOTE AT THE ANNUAL MEETING?

A:    If you complete a proxy card or vote through the internet or by telephone, you may still vote in person at the Annual Meeting. To vote at the meeting, please give written notice that you would like to revoke your original proxy to one of the following:

Q:WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

A:It means your shares are held in more than one account. You should vote the shares on all of your proxy cards. To consolidate your accounts so that you receive only one set of proxy materials in the future, please contact our transfer agent, Computershare, toll-free at 1-800-446-2617, or as otherwise provided in our annual report.

Q:    WHEN ARE SHAREHOLDER PROPOSALS DUE FOR THE 20192022 ANNUAL MEETING?

A:    The Corporate Secretary must receive a shareholder proposal no later than November 13, 2018,12, 2021, for the proposal to be considered for inclusion in our proxy materials for the 20192022 Annual Meeting. To otherwise bring a proposal or nomination before the 20192022 Annual Meeting, you must comply with our Bylaws. Currently, our Bylaws require written notice to the Corporate Secretary between January 26, 2019,29, 2022, and February 25, 2019.28, 2022. If we receive your notice after February 25, 2019,28, 2022, then your proposal or nomination will be untimely. In addition, your proposal or nomination must comply with the procedural provisions of our Bylaws. If you do not comply with these procedural provisions, your proposal or nomination can be excluded. Should the Board nevertheless choose to present your proposal, the named proxies will be able to vote on the proposal using their best judgment.

Q:    WHAT IS THE ADDRESS OF THE CORPORATE SECRETARY?

A:    The address of the Corporate Secretary is:

Snap-on Incorporated

Attention: Corporate Secretary

2801 80th Street

Kenosha, Wisconsin 53143

Q:    WILL THERE BE OTHER MATTERS TO VOTE ON AT THIS ANNUAL MEETING?

A:    We are not aware of any other matters that you will be asked to vote on at the Annual Meeting. Other matters may be voted on if they are properly brought before the Annual Meeting in accordance with our Bylaws. If other matters are properly brought before the Annual Meeting, then the named proxies will vote the proxies they hold in their discretion on such matters.

The Board of Directors is currently comprised of 10 directors. This year’s Board nominees for election for one-year terms expiring at the 20192022 Annual Meeting, and until their successors are elected and qualified, are listed below.

It is our policy that the Board of Directors should reflect a broad variety of characteristics, experience and talents. When the Corporate Governance and Nominating Committee of the Board determines which directors to nominate for election at any meeting of shareholders, or appoints a new director between meetings, it reviews our director selection criteria and seeks to choose individuals who bring a variety of expertise to the Board within these criteria. For further information about the criteria used to evaluate Board membership, see “Corporate Governance Practices and Board Information—Nomination of Directors” below.

The following is information about the experience and attributes of the nominees. Together, thethis experience and the attributes included in “Composition of the Board” below provide the reasons that these individuals continue to serve on the Board and are nominated for election or re-election to the Board.

David C. Adams

Director since 2016

Mr. Adams, age 64,67, has served as Executive Chairman of Curtiss-Wright Corporation, a global provider of highly engineered, critical function products and services to the commercial, industrial, defense and energy markets, since his retirement as its President and Chief Executive Officer in January 2021. He was originally appointed as Chairman of Curtiss-Wright in 2015, and served as Chief Executive Officer since 2013 and as President since 2012. He previously served as Curtiss-Wright’s Chief Operating Officer from 2012 to 2013, and as its Co-Chief Operating Officer from 2008 until 2012.Officer. Prior thereto, he served as a Vice President of Curtiss-Wright and as President of Curtiss-Wright Controls, Inc., the former motion control segment of Curtiss-Wright. Mr. Adams is being re-nominated as a director because, among his other qualifications, he possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, manufacturing, sales, marketing, product innovation/development, operations, accounting/finance, mergers and acquisitions, strategy development, executive compensation and leadership development. Mr. Adams earned a Bachelor of Science degree from California State University and a Master of Business Administration degree from California Lutheran University.

Karen L. Daniel

Director since 2005

Ms. Daniel, age 60, has served63, retired in 2018 as Division President and Chief Financial Officer for Black & Veatch Corporation, a leading global engineering, construction and consulting company specializing in infrastructure development in the areas of energy, water and information, since 2000.information. She also serves as a director of Commerce Bancshares, Inc. and Teladoc Health, Inc. Ms. Daniel is being re-nominatedserved as a director because, among her other qualifications, she possesses experience and/or expertiseof Livongo Health, Inc. until its merger with Teladoc Health, Inc. in the following areas: knowledge of Snap-on’s industry/market, international business, accounting/finance (including as a chief financial officer), mergers and acquisitions and strategy development; inOctober 2020. In addition, Ms. Daniel is a Certified Public Accountant. Ms. Daniel earned a Bachelor of Science degree in accounting from Northwest Missouri State University and a Master of Science degree in accounting from the University of Missouri-Kansas City.

Ruth Ann M. Gillis

Director since 2014

Ms. Gillis, age 63,66, retired in 2014 as Executive Vice President and Chief Administrative Officer of Exelon Corporation, a utility services holding company engaged in energy generation and delivery. She was also President of Exelon Business Services Company, a subsidiary of Exelon that provides transactional and corporate services to Exelon’s operating companies. Previous roles included service as Executive Vice President of ComEd, an Exelon subsidiary, and as the Chief Financial Officer of Exelon. Prior to the merger that formed Exelon, Ms. Gillis was the Chief Financial Officer of Unicom Corp., a producer,

James P. Holden

Director since 2007

Mr. Holden, age 66,69, has been our Lead Director since 2009. He served 27 years in the automotive industry, including 19 years with DaimlerChrysler and its predecessor, Chrysler Corporation. He previously served as President and Chief Executive Officer of DaimlerChrysler Corporation, a U.S. subsidiary of DaimlerChrysler AG. Mr. Holden also serves as a director of Elio Motors, Inc., and Sirius XM Holdings Inc. andHe served as a director of Speedway Motorsports, Inc. Mr. Holden is being re-nominated as a director because, among his other qualifications, he possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, manufacturing, sales, marketing, product innovation/development, information technology, operations, accounting/finance, strategy development, executive compensation, leadership development and franchising.until 2019. Mr. Holden earned a Bachelor of Science degree in political science from Western Michigan University and a Master of Business Administration degree from Michigan State University.

Nathan J. Jones

Director since 2008

Mr. Jones, age 61,64, retired in 2007 as President, Worldwide Commercial & Consumer Equipment Division of Deere & Company, a manufacturer of agricultural, commercial and consumer equipment. He previously served as Deere & Company’s Senior Vice President and Chief Financial Officer and as its Vice President and Treasurer. Mr. Jones is being re-nominated as a director because, among his other qualifications, he possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, information technology, operations, accounting/finance (including as a chief financial officer), mergers and acquisitions, strategy development, executive compensation and leadership development. Mr. Jones earned a Bachelor of Business Administration degree in accounting from the University of Wisconsin-Eau Claire and a Master of Business Administration degree from the University of Chicago Graduate School of Business.

Henry W. Knueppel

Director since 2011

Mr. Knueppel, age 69,72, retired in 2011 as Chairman of the Board and Chief Executive Officer of Regal Beloit Corporation, a manufacturer of electric motors, generators and controls, as well as mechanical motion control products. Mr. Knueppelproducts, and served as a director of Regal Beloit until 2019. He previously served as Regal Beloit’s President and Chief Operating Officer and as an Executive Vice President prior thereto. Mr. Knueppel continues to serve as a director of Regal Beloit. In addition, Mr. Knueppelalso serves as a director of WEC Energy Group, Inc.; he previously served as a director of Wisconsin Electric Power Company until 2015. Mr. Knueppel served as a director of Harsco Corporation, a global industrial services and engineering company, until 2016, and was its Non-Executive Chairman of the Board until 2014. Mr. Knueppel is being re-nominated as a director because, among his other qualifications, he possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, manufacturing, marketing, product innovation/development, operations, accounting/finance, mergers and acquisitions, strategy development, executive compensation and leadership development. Mr. Knueppel earned a Bachelor of Arts degree in economics from Ripon College and a Master of Business Administration degree from the University of Wisconsin-Whitewater.

Gregg M. Sherrill

Director since 2010

Mr. Sherrill, age 65, has served68, retired as ExecutiveNon-Executive Chairman of Tenneco Inc., a producer of automotive emission control and ride control products and systems, in May 2020, after having served in such capacity since May 2017; he2018, and retired as a director of Tenneco, Inc. in July 2020. He served as Executive Chairman of Tenneco Inc. from 2017 until 2018, and previously served as Chairman and Chief Executive Officer of Tenneco Inc. since 2007.from 2007 until 2017. Prior thereto, Mr. Sherrill was Corporate Vice President and President, Power Solutions of Johnson Controls Inc., a global diversified technology and industrial company, and held various engineering and manufacturing positions at Ford Motor Company. Mr. Sherrill also serves as a director of The Allstate Corporation. Mr. Sherrill is being re-nominated as a director because, among his other qualifications, he possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, manufacturing, product innovation/development, operations, accounting/finance, mergers and acquisitions, strategy development, executive compensation and leadership development. Mr. Sherrill earned a Bachelor of Science degree in mechanical engineering from Texas A&M University and a Master of Business Administration degree from Indiana University’s Graduate School of Business.

Donald J. Stebbins

Director since 2015

Mr. Stebbins, age 60, has served63, retired in 2018 as President and Chief Executive Officer, and also as a director, of Superior Industries International, Inc., a manufacturer of aluminum wheels for the automotive industry, since 2014.industry. Prior thereto, he provided consulting services to various private equity firms since 2012.firms. Mr. Stebbins previously served as Chairman, President and Chief Executive Officer of Visteon Corporation, an automotive components manufacturer, from 2008 until 2012, after having served as Visteon’s President and Chief Operating Officer from 2005 until 2008. Visteon filed for Chapter 11 bankruptcy protection in 2009 and emerged from bankruptcy in 2010.prior thereto. Before joining Visteon, Mr. Stebbins held various positions with increasing responsibility at Lear Corporation, a supplier of automotive seating and electrical distribution systems, including President and Chief Operating Officer–Europe, Asia and Africa, President and Chief Operating Officer–Americas, and Senior Vice President

Composition of the Board

The following is the Company’s matrix of experience for our directors, which together with the directors’ principal occupations and business experience described above provide the reasons that each individual has been nominated to serve on the Board. Boxes marked with an “X” in the matrix below indicate that the particular experience is one of the specific reasons that the individual has been nominated to serve on the Board. The lack of an X does not mean that the director does not possess that experience, but rather that it is not a particular area of focus or expertise that was specifically identified as a reason for that individual’s nomination.

Snap-on Industry/Market Knowledge

X

X

X

X

X

X

X

X

X

X

Public Company Experience

X

X

X

X

X

X

X

X

X

Global Business Experience

X

X

X

X

X

X

X

X

X

Manufacturing Expertise

X

X

X

X

X

X

X

Sales Expertise

X

X

X

X

Marketing Expertise

X

X

X

X

Product Innovation and Product Development

X

X

X

X

X

X

X

X

Information Technology

X

X

X

X

Operations

X

X

X

X

X

X

X

X

X

Qualified Financial Expert

X

X

X

X

X

X

X

X

X

CFO Experience

X

X

X

X

Mergers and Acquisitions

X

X

X

��

X

X

X

X

X

Strategy Development

X

X

X

X

X

X

X

X

X

X

Executive Compensation

X

X

X

X

X

X

X

X

X

Leadership Development

X

X

X

X

X

X

X

X

X

Franchising

X

X

CEO Experience

X

X

X

X

X

X

In addition, nine of our 10 directors are independent, two are women, and one is a person of color. Eight of our directors currently serve on the boards of directors of another public company, and no director serves on more than a total of three public company boards, including the Company’s Board.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES.

Shares represented by proxies will be voted according to instructions on the proxy card. Only cards clearly indicating a vote against will be considered as a vote against the nominee. If the Board learns prior to the Annual Meeting that a nominee is unable to serve, then the Board may name a replacement, in which case the shares represented by proxies will be voted for the substitute nominee.

CORPORATE GOVERNANCE PRACTICES AND BOARD INFORMATION

Nomination of Directors

The Corporate Governance and Nominating Committee fulfills the role of a nominating committee. The material terms of the Committee’s role are included in its charter, which is available on the Company’s website at www.snapon.com. The charter requires that all members of the Committee meet the independence requirements of applicable laws and regulations, including, without limitation, the requirements imposed by the listing standards of the New York Stock Exchange (the “NYSE”).

The Committee uses a variety of means to identify prospective Board members, including the Committee’s contacts and recommendations from other sources. In addition, it may also retain a professional search firm to identify candidates. Pursuant to its charter, the Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates and has the sole authority to approve the search firm’s fees and other retention items.

The Committee will consider director candidates recommended by shareholders provided that the shareholders submitting recommendations follow the procedures set forth below. The Committee does not intend to alter the manner in which it evaluates candidates based on whether the candidate was recommended by a shareholder or not. If a shareholder wishes to suggest an individual for consideration as a nominee for election to the Board at the 20192022 Annual Meeting, and possible inclusion in the Proxy Statement, we recommend that you submit your suggestion in writing to the Corporate Secretary before October 1, 2018,2021, for forwarding to the Committee.

To bring a nomination before the 20192022 Annual Meeting from the floor during the meeting, you must comply with our Bylaws, which require written notice to the Corporate Secretary between January 26, 2019,29, 2022, and February 25, 2019.28, 2022. If we receive your notice after February 25, 2019,28, 2022, then your proposal or nomination will be untimely. The notice must also meet the requirements set forth in our Bylaws. If you do not comply with these requirements, your nomination can be excluded.

The Committee has a procedure under which all director candidates are evaluated. The Company’s Corporate Governance Guidelines provide that the Board will not nominate individuals for election or re-election as directors after they have attained age 75. When evaluating a candidate’s capabilities to serve as a member of the Board, the Committee uses the following criteria: independence, the relationships that the candidate has with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company), conflicts of interest, ability to contribute to the oversight and governance of the Company, the candidate’s skill set and positions held at other companies, existing time commitments and diversity. Further, the Committee reviews the qualifications of any candidate with those of the Company’s current directors to augment and complement the skill sets of the current Board members.

The Company believes that it is important for its Board to be comprised of individuals with diverse backgrounds, skills and experiences. The composition of the Board, as well as the experience and the qualities brought to the Board by our directors, are reviewed annually. While the Committee does not have a formal diversity policy and identifies qualified potential candidates without regard to any candidate’s race, ethnicity, color, national origin, disability, gender, national origin, religion or creed, it does seek to ensure the fair representation of all shareholder interests on the Board. The Board believes that the use of these general criteria, along with a non-discriminatory policy, will best result in a Board that evidences that diversity in many respects. The Board believes that it currently maintains that diversity.

Communications with the Board

Shareholders and other interested parties who wish to communicate with the Board of Directors, individually or as a group, should send their communications to the Corporate Secretary at the address

Board’s Role in Oversight of Risk

The Audit Committee is primarily responsible for evaluating the Company’s policies with respect to risk assessment and risk management.management, including risks related to information security. The Audit Committee reviews and discusses the Company’s major financial and other risk exposures, including cyber-related risk, and the steps management has taken to monitor and control such risks.risks on a quarterly basis. In addition, management briefs the full Board on the company’s enterprise risk management, including a dedicated presentation on information security matters at least once per year. The Organization and Executive Compensation Committee oversees risks related to our compensation policies and practices. The Organization and Executive Compensation Committee receives reports and discusses whether the Company’s compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. The Corporate Governance and Nominating Committee is responsible for the oversight of risks associated with corporate governance and compliance.compliance, as well as risks related to corporate social responsibility, environmental and sustainability matters. Periodically, the full Board itself conducts a review of risk management at the Company.

Board Leadership Structure

The Board has established the position of Lead Director to assist in overseeing the affairs of both the Company and the Board. The Lead Director is appointed by the Board and must be an independent director. The Lead Director’s responsibilities include: (i) presiding at Board meetings when the Chairman is not present; (ii) providing input to the Chairman regarding the agendas for Board and Committee meetings; (iii) presiding at all meetings of the independent directors; (iv) acting as the principal liaison between the independent directors and the Chairman on sensitive issues; and (v) being available for meetings with shareholders upon the request of the Chairman. Mr. Holden, an independent director, has served as our Lead Director since 2009.

Our Chairman is also our Chief Executive Officer and thus is not an independent director. The Company believes that having one person serve as chairman and chief executive officer allows that individual to leverage the substantial amount of information gained from both roles to lead the Company most effectively and to act as a unified spokesperson on behalf of the Company. Further, the Company believes that the designation of an independent Lead Director provides essentially the same benefits as having an independent chairman in terms of access and an independent voice with significant input into corporate governance, while maintaining Snap-on’s historical practice of generally having its chief executive officer also serve as chairman (other than at times when providing for an orderly transition of chief executive officers).

Audit Committee

The Audit Committee is composed entirely of non-employee directors who meet the independence and accounting or financial management expertise standards and requirements of the NYSE and the SEC. The Audit Committee assists the Board’s oversight of the integrity of the Company’s financial statements, the Company’s independent public accounting firm’s qualifications and independence, the performance and retention of the Company’s independent registered public accounting firm, the Company’s internal audit function and the Company’s compliance with legal and regulatory requirements. The Audit Committee is directly responsible for the compensation of the Company’s independent public accounting firm. The Audit Committee conducts an annual evaluation of its own performance. During fiscal 2017,2020, the Committee met eightnine times. The Board has adopted a written charter for the Audit Committee, which is located on the Company’s website at www.snapon.com. The Committee’s duties and responsibilities are discussed in greater detail in the charter. Currently, Mr. Jones (Chair), Ms. DanielGillis and Ms. GillisMr. Stebbins serve on the Audit Committee. The Board has determined that each member of the Audit Committee qualifies as an audit committee financial expert within the meaning of regulations promulgated by the SEC pursuant to the Sarbanes-Oxley Act of 2002.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is composed entirely of non-employee directors who meet the independence requirements of the NYSE. This Committee makes recommendations to the Board regarding Board policies and structure including size and composition of the Board, corporate governance, number and responsibilities of committees, tenure policy, qualifications of potential Board nominees, including nominees recommended by shareholders, and director compensation. In addition

Snap-on’s sustainability framework is focused on key areas impacting our industry, including energy management, employee health and safety, and material management, and is aligned with the guidelines of the Sustainability Accounting Standards Board (SASB). Snap-on’s sustainability metrics are available on the Company’s website at www.snapon.com.

Human Capital Management

Snap-on is guided by the beliefs and values in the Company’s “Who We Are” mission statement and strives to be the “employer of choice” for its current and future associates. Furthermore, through our Snap-on Value Creation Processes, a suite of principles we use every day, the Company remains committed to the areas of safety, quality, customer connection, innovation and RCI, which are closely linked to and contribute to improving employee engagement, productivity and efficiency.

Successful execution of our way forward is dependent on attracting, developing and retaining key employees and members of our management team, which we achieve through the following:

In response to the COVID-19 pandemic, Snap-on has generally maintained its headcount as the Company accommodated its operations to the virus environment. Snap-on has taken what it believes to be appropriate measures to ensure the health and safety of its personnel, including enhancing cleaning protocols, providing protective equipment, permitting remote work and providing wages for quarantined associates. Snap-on also provided direct assistance to its franchisees as they accommodated the turbulence caused by the virus to enable continued service to their essential technician customers.

Board Compensation

Employee Directors

Directors who are employees do not receive additional compensation for serving on the Board or its Committees.

Non-employee Directors

The annual cash retainer for our non-employee directors was $95,000$100,000 in fiscal 2017.2020. Annual committee chair fees were as follows: Audit Committee—$20,000;22,500; Organization and Executive Compensation Committee—$15,000; and Corporate Governance and Nominating Committee—$12,500. Audit Committee members, excluding the Audit Committee Chair, received an additional annual fee of $10,000; members$12,500. Members of the Corporate Governance and Nominating Committee and the Organization and Executive Compensation Committee, other than each committee’s chair, did not receivereceived an additional annual feesfee of $5,000 for such service. Our Lead Director received an additional annual fee of $25,000$30,000 for serving in that role. Non-employee directors do not receive Board or committee meeting attendance fees.

On February 9, 2017,13, 2020, the Board of Directors approved a grant of $135,000 worth of restricted stock under our 2011 Incentive Stock and Awards Plan (the “2011 Plan”) to each non-employee director serving at the time. The number of restricted shares granted was based on the average closing price for the Company’s stock for the 30 business days prior to the grant date and, as a result, each non-employee director received 774820 restricted shares. The restrictions on these shares generally lapse upon the earliest of the first anniversary of the grant date, the director’s death or disability or a change of control, as defined in the 2011 Plan. The directors have full voting rights with respect to these shares and are entitled to receive cash dividends at the same rate as the dividends paid to our other shareholders.

Directors have the option to receive up to 100% of their fees, including the annual retainer, in cash or shares of common stock under the Amended and Restated Directors’ 1993 Fee Plan which we refer to as the(the “Directors’ Fee Plan.”Plan”). Under the Directors’ Fee Plan, non-employee directors receive shares of our common stock based on the fair market value of a share of our common stock on the last day of the month in which the fees are paid. Directors may choose to defer the receipt of all or part of their shares and fees to a deferral account. The Directors’ Fee Plan credits deferred cash amounts with earnings based on market rates of return. Earnings on deferred cash amounts were based on the applicable market rates, which averaged 3.17%1.65% during fiscal 2017.2020. Dividends on deferred shares of common stock are automatically reinvested.

Directors also are entitled to reimbursement for reasonable out-of-pocket expenses they incur in connection with their travel to and attendance at meetings of the Board or committees thereof. In addition, non-employee directors who are not eligible to participate in another group health plan may participate in our medical plans on the same basis as our employees; however, non-employee directors must pay the full premium at their own expense. Eligibility to participate in our medical plans ceases upon termination of service as a director. In addition, pursuant to the Company’s employee tool purchase plan, directors are eligible to take advantage of employee discount prices up to a maximum of $5,000 per year, the same limit applicable to Company retirees (who are also eligible to participate in the plan).

Set forth below is a summary of compensation for each current and former non-employee director in fiscal 2017:2020:

Table 1: Director Compensation

The restrictions on the shares of restricted stock granted to non-employee directors in fiscal 20172020 generally lapse upon the earliest of the first anniversary of the grant date, the director’s death or

The Audit Committee is directly responsible for the appointment, compensation, oversight and retention of the Company’s independent registered public accounting firm. The Board of Directors proposes that shareholders ratify the selection by the Audit Committee of Deloitte & Touche LLP (“D&T”Deloitte”) to serve as the Company’s independent registered public accounting firm for fiscal 2018. D&T2021. Deloitte has served as the Company’s independent registered public accounting firm since 2002. In making its decision to reappoint Deloitte for fiscal 2021, the Audit Committee considered the qualifications, performance and independence of Deloitte and the audit engagement team, the quality of its discussions with Deloitte and the fees charged for the services provided. Pursuant to the Sarbanes-Oxley Act of 2002 and regulations promulgated by the SEC thereunder, the Audit Committee is directly responsible for the appointment of the independent registered public accounting firm. Although shareholder ratification of the Audit Committee’s selection of the independent registered public accounting firm is not required by our Bylaws or otherwise, we are submitting the selection of D&TDeloitte to our shareholders for ratification to permit shareholders to participate in this important decision. If the shareholders fail to ratify the Audit Committee’s selection of D&TDeloitte as the Company’s independent registered public accounting firm for fiscal 2018 at the Annual Meeting, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select a different independent registered public accounting firm. Representatives of D&TDeloitte will be at the Annual Meeting to answer your questions and to make a statement if they so desire.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2018.2021.

AUDIT COMMITTEE REPORT

The duties and responsibilities of the Audit Committee are set forth in a written charter adopted by the Board, which is located on the Company’s website at www.snapon.com. The Audit Committee reviews and reassesses this charter annually and recommends any changes to the Board for approval.

During fiscal 2017,2020, the Audit Committee met eightnine times. In the exercise of its duties and responsibilities, the Committee members reviewed and discussed the audited financial statements for fiscal 20172020 with management and the independent registered public accounting firm.firm, as well as critical audit matters addressed during the audit. In addition, the Audit Committee members met to discuss the earnings press releases and interim financial information with the Chairman, President and Chief Executive Officer, the Senior Vice President–Finance and Chief Financial Officer, the Vice President and Controller, and the independent registered public accounting firm prior to public release.

The Audit Committee also discussed with the independent registered public accounting firm those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board’sBoard (“PCAOB”) Auditing Standard No. 1301, Communications with Audit Committees.and the SEC. In addition, the independent registered public accounting firm provided to the Audit Committee the written disclosures required by the applicable standards of the PCAOB Ethics and Independence Rule 3526, Communicationregarding the independent registered public accounting firm’s communications with the Audit Committees Concerning Independence,Committee concerning independence, and the Audit Committee discussed with the independent registered public accounting firm their independence. Based on their review and discussions and subject to the limitations on the role and responsibilities of the Audit Committee in its charter, the Audit Committee recommended to the Board that the audited financial statements be included in Snap-on’s Annual Report to shareholders on Form 10-K to be filed with the SEC.

Nathan J. Jones, Chair

Karen L. Daniel

Ruth Ann M. Gillis

Donald J. Stebbins

DELOITTE & TOUCHE LLP FEE DISCLOSURE

The Audit Committee selects our independent registered public accounting firm for each fiscal year. During the fiscal year ended December 30, 2017, D&TJanuary 2, 2021, Deloitte was employed principally to perform the annual audit, including audit services related to the Company’s Sarbanes-Oxley Section 404 compliance, and to render tax advice and compliance services. The following table sets forth the amount of fees for professional services rendered by D&TDeloitte as of and for the fiscal years ended December 30, 2017January 2, 2021 (fiscal 2017)2020), and December 31, 201628, 2019 (fiscal 2016)2019).

The Audit Committee has adopted a policy for pre-approving all audit and non-audit services provided by the independent registered public accounting firm. These procedures include reviewing a budget for audit and permitted non-audit services. The budget includes a description of, and a budgeted amount for, particular categories of non-audit services that are recurring in nature or anticipated at the time the budget is submitted. Audit Committee pre-approval is required to exceed the budgeted amount for a particular category of services and to engage the independent registered public accounting firm for any service that was not pre-approved. The Audit Committee considers whether the provision of such services are consistent with the SEC’s rules on auditor independence and whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service. The Audit Committee considered the non-audit services provided by D&TDeloitte in fiscal 20172020 and 20162019, and determined that the provision of those services is compatible with maintaining auditor independence. The Audit Committee has also delegated pre-approval authority to the Committee Chair, provided that any pre-approval by the Committee Chair is reported to the Audit Committee at its next regularly scheduled meeting. The Audit Committee periodically receives a report from members of management and the independent registered public accounting firm on the services rendered and fees paid to the independent registered public accounting firm to ensure that such services are within the pre-approved amounts.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the number of shares of Snap-on common stock beneficially owned by each non-employee director or nominee for director, Messrs. Banerjee, Kassouf,Chambers, Pagliari, Pinchuk and Ward (the “named executive officers” or “NEOs”), and all current directors and executive officers as a group, as well as each person or entity known to us to be the beneficial owner of more than 5% of our common stock, as of the close of business on February 26, 2018March 1, 2021 (the “Record Date”). Beneficial owners include the directors and executive officers, their spouses, minor children and family trusts. Unless otherwise indicated in the footnotes, the individuals and entities listed below have sole voting and investment power over their shares.

Table 2: Security Ownership of Certain Beneficial Owners and Management

For Ms. Gillis, includes 265 shares held in a gift trust, of which her husband serves as a trustee and her adult son is a beneficiary. For Mr. Kassouf, includes 12,800beneficiary, and 5,155 shares held by a family limited liability company,indirectly via grantor retained annuity trusts, of which heshe is the trustee and his family are sole owners, and managerial responsibilities and duties are shared between Mr. Kassouf and his spouse as co-managers.annuitant.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation Discussion and Analysis provides information regarding the objectives and elements of our compensation program with respect to the executive officers named in the Summary Compensation Table herein (the “named executive officers” or “NEOs”) and listed below:

2020 Say-on-Pay Results

At the 20172020 Annual Meeting, we held a shareholder advisory vote to approve our executive compensation policies and decisions (“Say-on-Pay”). Approximately 96%79% of shares voted supported the proposal and, therefore, the advisory resolution regarding executive compensation was approved. Although the vote was non-binding, the Company, the Board of Directors and the Organization and Executive Compensation Committee of the Board (the “Committee”) all pay close attention to our shareholders’ views regarding the Company’s executive compensation policies and decisions. Baseddecisions, and, based on the vote, believe that our shareholders generally support our executive compensation program.    

In 2020, the level of support for Say-on-Pay was lower than it had been in prior years. In response to this vote result, the Committee undertook a holistic review of our executive compensation plan designs and made changes for fiscal 2021, taking into consideration feedback from our engagement with shareholders, market practices among our peers, and the advice of the Committee’s independent compensation consultant. Specifically, the Committee made the following modifications to our incentive plan designs for fiscal 2021:

The Committee believes that this revised approach is well aligned with our shareholders support the Company’sobjectives of attracting, retaining, and motivating our senior executive compensation philosophy, programteam going forward. These long-term incentive plan changes for 2021 are further summarized below in “Total Direct Compensation–Cash and decisions.Incentives–Long-term Incentive Compensation–2021 Long-term Incentive Plan Design.”

Executive Summary

Financial Performance Overview

In 2017, Snap-onSnap-on’s sales and earnings in 2020 were adversely impacted by the COVID-19 pandemic. However, despite the unprecedented headwinds caused by the pandemic, the Company continued to deliver on its

principal value proposition of makingobserving work, easier for serious professionals performingtranslating the insights gained and creating solutions that make essential tasks of consequence where the costs of failure are high. Our operating results for 2017 reflected our abilityeasier. Opportunities to further leverage this value propositionapproach, both within and beyond automotivevehicle repair, throughare embodied in our runways for coherent growth: enhance the franchise network, expand with repair shop owners and managers, extend to critical industries and build in emerging markets. During 2020, Snap-on focused on and invested in the future of these strategically decisive areas by launching new products, enhancing our brand, reinforcing our franchise network and maintaining the capabilities of our team. At the same time, these operating results also reflectthrough our ongoing commitment to our Snap-on Value Creation Processes, a suite of principles we use every day, inwe remain committed to the areas of safety, quality, customer connection, innovation and rapid continuous improvement (“RCI”). The ongoing contributions of these principles were evident in diverse ways as the Company navigated the virus environment throughout the year.

Net sales of $3.7$3.59 billion increased 7.5%, reflecting a $115.0decreased $137.5 million, or 3.4%3.7%, increase inincluding a $140.9 million, or 3.8%, organic sales decline (a non-GAAP financial measure that excludes acquisition-related sales and foreign currency translation) and $10.9 million of unfavorable foreign currency translation, and acquisition-related sales) and $141.5partially offset by $14.3 million of acquisition-related sales. The COVID-19 pandemic and associated government measures to limit the spread of the virus attenuated sales activity in the first half of 2020, while year-over-year organic sales increase reflects gains were achieved in the second half of the year. Sales to customers in our industrialautomotive repair end markets, over 2016 and continued strength in automotive repair, specifically in our businesses that serve vehicle repair shop owners and managers. Gains in these areas were tempered somewhat by lower salesparticularly in our mobile tool distribution business serving primarily vehicle repair technicians.technicians, were less impacted by the pandemic than sales to customers in our industrial end markets.    

With respectThe effects of decreased sales activity, $12.5 million of exit and disposal costs (“restructuring charges”) for actions outside of the United States, and the Company’s investments in offsetting the impact of the virus, including $11.9 million of direct costs to profitability, operatingabsorb temporary closures of certain facilities, wages for quarantined associates, event cancellation fees and other related costs (collectively, “direct COVID-19-related costs”), as well as $13.1 million of unfavorable foreign currency effects, resulted in lower year-over-year profitability. Operating margin before financial services of 18.0%17.6%, including pre-tax non-recurring legal charges of $45.9 million (or 13030 basis points (“bps”)) related to litigation matters that are being appealed (“of restructuring charges, 30 basis points of direct COVID-19-related costs, and 30 basis points of unfavorable foreign currency effects, compared with the 19.2% recorded in 2019, which included a 30 basis point benefit associated with a one-timelegal charges”settlement (the “2019 legal settlement”) compared to 19.1% a year ago.. Operating earnings from financial services of $217.5$248.6 million increased 9.5% primarily1.1% principally due to the growth of our financial services portfolio. Net earnings of $557.7 million, including $28.4 million, or $0.48 per diluted share,portfolio, partially offset by higher provisions for legal charges after tax, and $7.0 million, or $0.12 per diluted share, relatedcredit losses primarily due to the impact of new tax legislationthe COVID-19 pandemic in the U.S. (the “Tax Act”), increased 3.5%first half of the year and increases in variable compensation and other costs. Net earnings in 2020 of $627.0 million, including restructuring charges of $10.3 million after tax, or $0.19 per diluted share, decreased 9.6% year over year, and diluted earnings per share reached $9.52.were $11.44. Net earnings for 2019 included a benefit of $8.7 million after tax, or $0.15 per diluted share, from the 2019 legal settlement.

While the full-year 2020 results were below 2019, the Company did navigate through the unprecedented challenge of the pandemic while maintaining its operating capabilities, acting to preserve its franchisee, technician, and industrial customer base, and managing its customer loan portfolio without significant disruption. These exceptional efforts resulted in bringing the enterprise its highest-ever second half performance, ending the year with greater strength than when the business entered the difficulty, and establishing an elevated base for moving forward, while at the same time placing tremendous focus and work on protecting the health, well-being, and safety of its employees and franchisees.

Similar to other businesses, Snap-on encountered a significant shock as the virus emerged through the first quarter and expanded in the second quarter. The Company managed that shock and went on to accommodate to the COVID environment with progressive efficacy and efficiency as the year progressed, and the operating team drove a clear “V-shaped” recovery. Sales for the second half of 2020 exceeded the prior year by 8.6%; operating earnings before financial services rose by 18.5% and the related margin of 19.9% exceeded 2019 by 160 basis points; operating income from financial services increased by 8.8% and second half diluted earnings per share of $7.10 compared to $6.04 in the same period last year. In effect, the management team accomplished significant strategic and operating goals

Wethat drove the Company to higher performance levels that exceeded any ever reached in prior years and drove the full year earnings per share to exceed any achieved prior to 2018, despite the significant impact of the rising COVID, absorbing the shock of the virus and placing the operations in position to move into 2021 without impact from the pandemic on its strategic trajectory.

Going forward, we believe our continued commitment to our strategic initiatives for both growth and improvement will enable us to create long-term value for our shareholders. The table below provides fiscal 20172020 and 20162019 financial highlights:

Non-GAAP Measure

The references above to “organic sales” refer to sales from continuing operations calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), excluding acquisition-related sales and the impact of foreign currency translation (foreign currency had no effect on net sales in fiscal 2017).translation. Management evaluates the Company’s sales performance based on organic sales growth, which primarily reflects growth from the company’s existing businesses as a result of increased output, customer base and geographic expansion, new product development and/or pricing, and excludes sales contributions from acquired operations the Company did not own as of the comparable prior-year reporting period. The Company’s organic sales disclosures also exclude the effects of foreign currency translation as foreign currency translation is subject to volatility that can obscure underlying business trends. Management believes that the non-GAAP financial measure of organic sales is meaningful to investors as it provides them with useful information to aid in identifying underlying growth trends in our businesses and facilitating comparisons of our sales performance with prior periods.

20172020 Executive Compensation Overview

Our executive compensation philosophy drives programs structured to pay for operating and individual performance. Our positive results are driven by our executives, and their teams, who are rewarded for this performance. Our pay program is aligned with our key long-term and short-term strategic business objectives. As results improve, our shareholders and associates, including our executives, are rewarded. Our positive performance in fiscal 2016 led to our overall executive compensation levels in fiscal 2017 generally increasing from the prior year. However, if results decline or do not improve, our executives’ compensation is reduced accordingly.

In accordance with our pay-for-performance philosophy, sincethe 2020 incentive results were as follows:

2016 operating performance. In the weeks leading up to the equity grants, the Company’s stock price reached a then-record highThe components of our executive compensation program are described in this section and consequently, the Black-Scholes value of the Company’s shares, which is used to value option awards, was also high, resulting in a further increase in the grant date fair value of option awards to NEOs (and other executive officers) compared to fiscal 2016 as reported in the Summary“Executive Compensation TableInformation” below. In addition, the increase in the stock price, combined with the Company’s positive performance in fiscal 2016, also led to a higher year-over-year value of stock awards to the NEOs for fiscal 2017.

Overview of Executive Equity Grants for 20182017-2020

In furtherance of the Company’s pay-for-performance philosophy and after reviewing practices in the Market (described below), the Committee made changes to its equity award allocation formula forbeginning in fiscal 2018 to place a greater emphasis on performance-based equity awards through increasing the portion of equity awards granted to our executive officers as PSUs and performance-based RSUs and decreasing the portion granted as stock options. In addition, as a result of the Company’s fiscal 2017recent performance, which as noted above, was below target for annual incentives and performance-based RSUs, grants of equity awards for our executive officers werehave generally been reduced.

The bar charts below outline the grant date fair value of equity grants to the NEOs in February 2018the last four fiscal years, as comparedwell as the compound annual growth rate (“CAGR”) of the grant value to fiscal 2017. The 2018 grants will be reported ineach indicated NEO during that time period. Mr. Chambers was excluded from the Summary Compensation Table inchart because he was not an NEO for the 2019 Proxy Statement and are not included in the Summary Compensation Table in this Proxy Statement.entire four-year period.

As noted above, the allocation of stock and option awards were modifiedThe three-year compound annual reduction in 2018 to place a greater weighting on performance-based incentives. For fiscal 2017 grants, the Black-Scholes value of our shares was $33.45 and the closing price of our stock on the grant date, which was also the option exercise price, was $168.70. For fiscal 2018 grants, the Black-Scholes value of our shares was $32.54 and the closing price of our stock on the grant date, which was also the option exercise price, was $161.18.

While the equity grant allocation formulavalue was as follows for the NEOs listed above: Mr. Pinchuk -13%; Mr. Pagliari -12%; Mr. Ward -15%; and Mr. Banerjee for fiscal 2018 was adjusted, as described above, the overall grant date fair value of his-8%.

In addition, based on our compensation philosophy that incentive pay, including equity awards, was not reduced from fiscal 2017require year-over-year progress to achieve target levels of operating performance, all vested equity awards as a result ofgranted over the positioning of his compensation relative to his Company peers.past four years paid out below target or were forfeited in accordance with our standard pay-for-performance philosophy.

Five Year Stock Performance Overview

The graph below illustrates the cumulative total shareholder return (“TSR”) of a $100 investment inSnap-on common stock on December 31, 2012,2015, assuming that dividends were reinvested quarterly, through the end of fiscal 20172020 as compared to the Standard & Poor’s 500 Industrials Index (“S&P 500 Industrials”) and Standard & Poor’s 500 Stock Index (“S&P 500”).

Five Year Financial and Stock Performance plus Incentive Plan Achievement

The graph below presents year-over-year cumulative growth in the Company’s operating income, the cumulative TSR of a $100 investment in Snap-on common stock on December 31, 2015, assuming that dividends were reinvested quarterly, and annual incentive payouts based solely on consolidated financial results, expressed as a percent of target.

Relationship Between Pay and Performance

The Committee evaluates the alignment between pay and performance when making decisions on annual incentive payouts and equity grants to our executive officers, including the NEOs. Both Company operating results and share price performance are taken into consideration. The Company’s operating performance over the past eight years resulted in record earnings per share each year. In the last five rolling periods of three years each, the Company’s absolute share price performance was between the 75^th and 100^th percentile of peer group comparisons, and the equity grants included in the Summary Compensation Table below were decided in part based on this performance. In the past three years, the Company’s shares yielded a 33% total shareholder return. The Company’s shares deliver returns to shareholders in the form of dividends and potential price appreciation. The Company’s operating performance over the last 10 years prior to fiscal 2020 (which, as noted above, was adversely impacted by the COVID-19 pandemic) resulted in record earnings per share each year. For fiscal 2020, 2019 and 2018, the Company’s total relative shareholder return performance was between the lowest percentile and 20th percentile of peer group comparisons and equity grants to the NEOs were generally reduced to reflect that result. The Committee will continue to monitor the relationship between pay and performance when determining compensation levels and outcomes.

Our goal is to design a compensation program that rewards executive officers for operating performance, as well as corporate and personal performance goals. As such, the majority of our executive officers’ total compensation opportunity is placed at risk by tying it to annual and long-term performance incentive plans. In addition, our objective is to properly balance financial and strategic performance, short- and long-term performance and cash and equity compensation.

Our overall compensation program consists of base salary, cash-based annual incentives and long-term incentives, which arefor fiscal 2020, were granted in the form of stock options, PSUs and performance-based RSUs. The total target direct compensation mix for the Chief Executive Officer (“CEO”) and the other NEOs is illustrated in the following pie charts:

We believe that the performance metrics outlined above,utilized for fiscal 2020 grants, coupled with stock price, focus our executives on the important factors that drive our business and create value for our shareholders.

Governance

We have maintainedmaintain sound compensation practices and have, over the past several years, adjusted our program to better reflect good governance practices and standards. For example:

We believe that:

To further emphasize our pay for performancepay-for-performance philosophy, we generally derive base salaries from the median for comparable positions reflected in the Market Data (described below). Our targeted total direct compensation levels are designed to generally fall within reasonable competitive boundaries, which we believe are at or somewhat above the median of the Market (described below), with stretch goals built into our incentive plans to achieve above the 50th percentile. InFor fiscal 2017, reflective of our continuing positive performance,2020, we expect our actualtarget total direct compensation levels will fall abovebetween the 50th and 75th percentilepercentiles of Market Data based on information used during the compensation planning process. As stated below, the actual compensation earned by our executives can vary significantly due to the potential variation in the Company’s performance and changes in the market price, and associated shareholder return, of our stock. Each element of our compensation program is outlined below.

In addition to base salary and incentive compensation, the Committee also oversees benefits and other amounts payable to executive officers, including retirement benefits and potential benefits that may be

components of an executive officer’s direct compensation; however, it does not use this information to mathematically calculate compensation nor limit itself to the range produced by the Market Data. The Committee reviews the Market Data in general terms, and we believe it is important for the Committee to use its judgment and discretion to address individual circumstances rather than to simply aim for a level of compensation that falls within a specific range of the Market Data. Therefore, the information in the Market Data is not used to limit the discretion of the Committee in establishing compensation levels for executive officers.

The Committee has retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) to provide ongoing advisory services to the Committee. These services include, but are not limited to: providing updates on trends in executive compensation practices; reviewing and making recommendations on the Company’s overall compensation strategy; providing input and reviewing CEO and other executive officer salary increases and incentive targets; reviewing incentive program design; updating the peer group; and performing market analyses. Semler Brossy does no other work for the Company other than acting as an advisor to the Committee. The Committee reviewed the independence factors set forth in applicable NYSE and SEC rules, and determined that the retention of Semler Brossy did not give rise to any conflict of interest in 2017.2020.

cases, financial goals for incentive plan awards may be finalized shortly after the February meeting, allowing the Committee to further consider items from that meeting. Occasionally, grants of long-term incentive compensation are made at other meetings in special cases such as promotions or new hires.

Stock options and other long-term incentives are generally awarded effective as of the Board or Committee meeting date (the “grant date”). Stock options have an exercise price equal to the closing price of Snap-on common stock as reported on the NYSE on the grant date.

Upon the request of the Committee, various Company personnel compile and organize information, arrange meetings and act as Company support for the Committee’s work. As discussed in further detail

each executive officer’s total annual compensation at risk (i.e., pay for performancepay-for-performance only). While base salaries are generally compared to Market median, as previously discussed, annual incentive targets are designed to generally fall within reasonable competitive boundaries, with stretch goals built into our incentive plans to achieve pay results above the 50th percentile. However, as is the case with base salaries, the Committee exercises discretion and is not bound by the range provided by the Market Data. In aggregate, our fiscal 20172020 annual incentive targets as a percent of base salary for our NEOs were at the 50th percentile of the Market.

Under the relevant plans, the Committee has broad discretion in determining goals, results and payments, including modifying goals to reflect corporate developments, such as acquisitions, adjusting results or changing an individual’s goals. However, it only uses this discretion after setting goals when it believes it is appropriate to better reflect the intentions of these incentives and further the interests of the Company and its shareholders. The Committee also can consider unusual financial circumstances. During fiscal 2017, corporate goals were adjusted to reflect the acquisitions of BTC Global Limited (“BTC”), Norbar Torque Tools Holdings Limited (“Norbar”) and Torque Control Specialists Pty Ltd

In February 2018,2021, after comparing the Company’s consolidated financial results for fiscal 20172020 to the consolidated financial performance goals, (including non-recurring legal charges of $45.9 million), the Committee approved an award of 37.7% relative todetermined that awards would not be paid on the consolidated financial results component of the annual incentive plan. The Company achievedAs a RONAEBITresult of the impact of the COVID-19 pandemic and its effects on the global economy, the performance of 33.5%, betweenlevels necessary for participants to have earned at least an incentive payout at the threshold level were not met and, target levels. Operating income improved slightly when compared to fiscal 2016, excluding the effect of foreign currency translation but including non-recurring legal charges, resulted in performance between the threshold and target levels.therefore, no payouts were earned.

Personal Strategic Business Goals Component

As previously discussed, 50% of each executive officer’s annual incentive is based on the achievement of personal strategic business goals. Inclusion of these personal strategic business goals is intended to incent a focus on specific objectives that are critical to the individual’s role at the Company. Our objective is to set goals under the plan that are quantitative and measurable where possible; however, certain personal strategic business goals are, by necessity, somewhat subjective in nature. Strategic business goals include strategic growth objectives; business unit performance; advancement of the Snap-on Value Creation Processes in the areas of safety, quality, customer connection, innovation and RCI; employee development; succession planning; cooperation; and collaboration.

Achievement of personal strategic business goals ranges from zero to 200% of target. The fiscal 20172020 personal strategic business goals for each of the NEOs, and the weighting of each individual goal, as well as the Committee’s determinationsdetermination related to overall performance with respect to the goals, are summarized as follows:

Mr. Pinchuk:

After review, the Committee approved a payout of 35%180.0% for Mr. Pinchuk’s personal strategic business goals.

Mr. Pagliari:

After review, the Committee approved a payout of 50%185.0% for Mr. Pagliari’s personal strategic business goals.

After review, the Committee approved a payout of 190.0% for Mr. Chambers’ personal strategic business goals.

Annual incentive payments to the NEOs for fiscal 2020, which were only based on the achievement of consolidated financial results and personal strategic business goals, ranged from 18.9%90% to 43.9%95% of target. In determining performance based on these goals and the related payouts, the Committee considered management’s extraordinary efforts in navigating the COVID-19 pandemic. Management displayed exceptional leadership, sharp insight, and significant skill in response to the pandemic and, through their hard work and dedication, helped the Company absorb the considerable shock of COVID-19 and quickly accommodate to the virus environment. As a result of these great efforts in the face of an unprecedented challenge, management guided the Company to record second-half performance while ensuring the health and safety of franchisees and employees. See the Summary Compensation Table below for payouts made to our NEOs under the Company’s annual incentive plan.

The Committee believes that using Company stock for a significant portion of these awards provides executive officers with an additional potential equity stake in the Company and helps further align the interests of the executive officers with those of our shareholders.

Grants of long-term incentives are generally made at the Committee’s February meeting, which is held in conjunction with a regularly scheduled Board meeting and after the public release of the prior year’s financial results, although the final financial targets may be set after the February meeting, allowing the Committee to consider items from that meeting. Options have an exercise price equal to the closing price of Snap-on common stock as reported on the NYSE on the grant date and generally vest in three equal annual increments beginning on the first anniversary of the grant date. Occasionally, grants of long-term incentives are made at other meetings in special cases, such as promotions or new hires.

Prior to making a grant, the Committee considers the potential burn rate (awards granted as a percentage of fully diluted weighted-average common shares outstanding), the Company’s then-current share price and the volatility of that share price. When determining eligibility and granting awards, the Committee considers market practice, levels of responsibility and the individual’s contributions to the Company. In fiscal 2017,2020, in order to develop the grant range guidelines for various personnel grades (including both executive officers and other participants), the Committee reviewed market conditions and practice, as well as the estimated value of each grant determined using the Black-Scholes valuation model.

that providing for the payout of these awards in shares rather than cash further aligns the interests of management with those of our shareholders.

Similar to the process discussed above related to the granting of options, the Committee made the final long-term performance plan grant decisions for executive officers and approved the total recommended grant size for other participants. In fiscal 2017,2020, we granted our NEOs 20,02519,936 PSUs. Individual grants to the NEOs ranged from 1,8871,671 to 9,57710,033 units. In aggregate, the number of PSUs granted to executive officers was between the target and maximum of the guidelines, again reflecting the Committee’s evaluation of Company performance and individual contributions.guidelines.

Vesting of the PSUs awarded in fiscal 20172020 will depend on cumulative performance relative to revenue growth and RONAEBIT goals set for fiscal years 20172020 thru 2019.2022. These two measures have been consistently used for our prior long-term plans. We use these measures because they are consistent with the Company’s growth goals and objectives to increase returns to shareholders. We regularly use RONAEBIT as a measure of return to evaluate performance. As previously noted, the methodology used to calculate RONAEBIT is consistent with that used to calculate the Company’s WACC. The table below provides examples of vesting at the performance levels under these plans:

We intend that payments at the target level for PSUs and performance-based RSUs (which are discussed below), combined with the value of stock options, would provide total long-term compensation within reasonable

As part of the long-term performance plans, the Committee considers any acquisitions and divestitures or other significant changes in business practices that occur during the performance period and makes what it considers appropriate adjustments to performance measures to reflect the financial effects of these events on those measures. In addition to the Committee’s considerations, the PSU award agreements provide a specific formula related to incorporating acquisitions. In accordance with such formula,There were no adjustments to the PSU performance measures for the 20152018 to 2017 and 2016 to 2018 plans were adjusted to reflect the 2016 acquisitions of Car-O-Liner Holding AB and Ryeson Corporation (d/b/a Sturtevant Richmont), and the 2015 to 2017, 2016 to 2018 and 2017 to 2019 plans were adjusted to reflect the 2017 acquisitions of BTC, Norbar and TCS.2020 plan.

In February 2018,2021, the Committee approved the outcome of the PSUs granted in fiscal 20152018 based on financial performance during fiscal 20152018 thru 2017.2020. The metrics for those awards and actual performance are set forth in the table below:

Financial Results Component,” executive officers earned approximately 37.7%did not earn the RSUs granted in 2020 and, as a result, the awards were forfeited.

As discussed in “Total Direct Compensation–Cash and Incentives–Long-term Incentive Compensation–2021 Long-term Incentive Plan Design” below, the Committee discontinued the use of performance-based RSUs beginning in 2021.

2021 Long-term Incentive Plan Design

The Committee regularly reviews the Company’s overall compensation program, including the long-term incentive compensation design. After the 2020 Annual Meeting, the Committee considered the feedback received from shareholders and reviewed incentive plan design practices in the Market with its independent compensation consultant. As a result, the Committee approved the following changes to the long-term incentive plan design for 2021:

The RSUs earned will vest atCommittee believes that this plan design drives and rewards long-term shareholder value creation, aligns pay with performance, motivates executives, promotes retention, and supports management’s focus on the end of fiscal 2019, assuming continued employment, and will be paid out shortly thereafter.Company’s business strategies. The new long-term incentive design is illustrated below:

Stock Ownership Guidelines

The Company’s stock ownership guidelines for its top executives are based on a multiple of base salary using a six-month average stock price to value the holdings. Stock ownership includes shares held outright or through plans, RSUs that have been earned (but have yet to vest) and the “in the money” value of vested stock options, net of an assumed 40% tax rate. TheMr. Pinchuk is required to own Company stock with a minimum value equal to six times his base salary and the ownership multiples for our other executive officers range from one to sixfour times base salary, based on an executive’s salary grade and level of responsibility. Executives are expected to reach the stock ownership guidelines within a five-yearfive-

year time frame. The Committee has the authority to pay up to 50% of the annual incentive payout in restricted stock if it is determined that an executive is not making reasonable progress towards reaching the guidelines. The Committee reviews progress toward ownership guidelines annually at its August meeting. In August 2017,2020, based on our six-month average stock price, eightseven of our nineten executive officers, including Mr. Pinchuk, had met their stock ownership guidelines,guidelines. As a result of the impact of the COVID-19 pandemic and our other executive officer, who was promoted in fiscal 2017, isits effects on targetthe global economy, the six-month average stock price used to meet thevalue equity holdings for stock ownership guideline purposes decreased by 14.6% as compared to last year’s valuation price, which unfavorably impacted compliance with the guidelines infor several officers. The Committee will continue to monitor the required time frame.impact of economic conditions on guideline compliance throughout the year and still expects executive officers to make further progress toward meeting the guidelines.

Clawback Policy

The Company’s Clawback Policy covers all elements of its incentive compensation program. Pursuant to the policy, the Company has the right to clawback, or recoup, an incentive award (in whole or in

Retirement and Deferred Benefits

The Company maintains two types of retirement plans covering its executive officers, a defined benefit pension program and a defined contribution program where eligible employees and executives may receive matching contributions. Benefits are provided through both “qualified” and “non-qualified”“non-qualified” plans; the non-qualified plans are designed to “restore” the benefit levels that may be limited by Internal Revenue Service (“IRS”) regulations. The Company also maintains a deferred compensation plan that functions as a defined contribution plan.

The Defined Benefit Program includes the Snap-on Incorporated Retirement Plan (the “Pension Plan”) and the Snap-on Incorporated Supplemental Retirement Plan for Officers (the “Supplemental Plan”). The Pension Plan is a defined benefit retirement plan that covers substantially all U.S. salaried employees, with minimum service requirements. (The Company maintains separate retirement arrangements for hourly employees.) The Pension Plan is a “qualified” retirement plan under the Internal Revenue Code (the “Code”) and is, therefore, subject to the Code’s limits on covered compensation and benefits payable. The NEOs also participate in the Supplemental Plan, which is a non-qualified excess benefit and supplemental retirement plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

The Pension Plan serves as a general benefit for salaried employees. The Pension Plan includes an account-based formula and a final average pay times years of service formula. Precise benefits also depend upon the payment alternative chosen by the participant. The Supplemental Plan, commonly referred to as a supplemental executive retirement plan or “SERP,” covers approximately 9590 active and

Focusing on retention considerations, and reflecting our belief that these benefits should be earned over time, employees step-vest in the Company’s 401(k) Plan match over a period of four years, and an employee must have three years of continuous employment before becoming vested in account-based benefits under the Defined Benefit Program.

The Committee believes it is appropriate to maintain all four of these plans, taken together, to provide adequate retirement benefits that are comparable to the competitive market and are an additional incentive for the participants to provide for their own retirement.

Other Benefits

Our executive officers receive additional benefits also available to other salaried employees. For example, we provide executive officers and other U.S. salaried employees with health insurance (where the employee pays a portion of the premium), vacation pay and sick pay. The Company does not provide its executive officers with automobiles or club memberships, nor does it reimburse “social expenses,” except to the extent that they are specifically, directly and exclusively used to conduct Company business. There are no other perquisites or similar benefits for executive officers that are inconsistent with those of other salaried employees. Perquisites were compared against our peers, and we found our policy to be conservative relative to the market.

Change of Control and Other Employment-related Agreements

Snap-on does not generally enter into employment-related agreements, including with its executive officers. Although the Committee believes that it is appropriate to have change of control agreements in place, as described below, it believes that the Company is better served by maintaining the ability to continuously evaluate the performance of its executive officers without the constraints of specific employment agreements. Snap-on occasionally enters into severance or other agreements with individuals that the Company hires from outside in order to provide for severance or retirement benefits in recognition of foregone opportunities at such individual’s prior employer;outside; however, Snap-on does not currently have any such agreements covering its named executive officers.

The Company maintains change of control agreements with all of its current NEOs, as well as selected other key personnel. In the event of a transaction involving a change of control of the Company, senior executives and key personnel would typically face a great deal of pressure, including uncertainty concerning their own future. Such arrangements help assure their full attention and cooperation in the negotiation process.

The Committee periodically reviews the change of control agreements and believes that the Company’s agreements are conservative compared to the Market as evidenced by: the “double trigger” element of the agreements, which narrows the circumstances in which payments might be made; two times multiples for severance and other benefits; a provision for the continuation of health, disability, life and other insurance benefits, pension credit and 401(k) Plan matching for two years; and the lack of a tax

in place as of November 2, 2017 (e.g., stock options granted prior to that date). As a general matter, in making previous compensation decisions, we structured most compensation so that it does not adversely impact Snap-on’s tax deduction, there may be instances in which we determine that we cannot structure compensation accordingly. In those instances, the Committee may elect to structure elements of compensation (such as the CEO’s base salary or certain qualitative factors in annual incentives) to accomplish business objectives that it believes are in the best interests of the Company and its shareholders, even though doing so may reduce the amount of Snap-on’s tax deduction for related compensation.deduction. We believe that substantially all compensation paid in fiscal 20172020 under grandfathered arrangements will be tax deductible. Changes were madeWhen making changes to Section 162(m)the Company’s compensation program in connection with the Tax Act that generally further limit tax deductibility. The Companyfuture, we will continue to consider how to address the effects of such changes on its executive compensation programs while continuing to provide appropriate performance incentives.any related tax implications.

Other provisions of the Code also can affect the decisions that we make. Under Section 280G4999 of the Code, a 20% excise tax is imposed upon executive officers who receive “excess” payments upon a change of control of a public corporation to the extent the payments received by them exceed an amount approximating three times their average annual compensation. The excise tax applies to all payments over one times annual compensation, determined by a five-year average. A company also loses its tax deduction for “excess” payments.payments under Section 280G of the Code. There are no gross-up features in our change of control agreements.

In addition, the Code was amended to provide a surtax under Section 409A of the Code with respect to various features of deferred compensation arrangements of publicly-heldpublicly held corporations, mostly for compensation deferred on or after January 1, 2005. Our Defined Contribution and Defined Benefit Programs and employment agreements are designed to help ensure that there are no adverse effects on the Company or executive officers as a result of these Code amendments. We do not expect these changes to have a material tax or financial consequence on the Company.

Compensation Committee Report

The duties and responsibilities of the Organization and Executive Compensation Committee of the Board of Directors (the “Compensation Committee” or the “Committee”) are set forth in a written charter adopted by the Board and can be found on the Company’s website at www.snapon.com. The Compensation Committee reviews and reassesses this charter annually and recommends any changes to the Board for approval.

As part of the exercise of its duties, the Compensation Committee has reviewed and discussed the above “Compensation Discussion and Analysis” contained in this Proxy Statement with management. Based upon that review and those discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be incorporated by reference in the Company’s 20172020 Annual Report on Form 10-K and included in this Proxy Statement.

Gregg M. Sherrill, Chair

Karen L. Daniel

James P. Holden

Donald J. Stebbins

Executive Compensation Information

Table 3: Summary Compensation Table