UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.        )

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

SPX Corporation

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

13320-A Ballantyne Corporate Place Charlotte, NC 28277 Telephone: (980)474-3700 Facsimile: (980)474-3729 March 28, 2019

Fellow Stockholders:

On behalf of the Board of Directors, we invite you to attend the SPX Corporation 20192021 Annual Meeting of Stockholders on May 9, 2019,11, 2021, at 8:00 a.m. (Eastern Time), at. This year’s meeting will be held by a virtual format, conducted via live webcast.

2020 Review – A Solid Performance in a Challenging Year

2020 was a highly unusual and challenging year. Facing a worldwide pandemic, our team continued to make safety a top priority, while rapidly adapting and executing effectively on our value creation goals. Overall, our balanced portfolio and the SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277.

Continued Transformation in 2018

In 2018, we achieved or exceeded the overall targets we introduced to investors at the beginningresilience of our employees helped drive solid results. For the year, including an increase in full-yearour adjusted revenue* increased 1.9% and adjusted earnings per share* by more than 25% and cash generation from our core operations exceeding 120%rose 1.4%, making us one of only a small group of industrial companies to grow year-on-year. We are very proud of our adjusted net income.* We continued to make commercialaccomplishments during 2020, including the introduction of several new products, progress on continuous improvement initiatives, the completion of two strategic acquisitions, and operational improvements across the organization, including process improvements and enhancingseveral valuable investments in our product development models.

Our primary growth engines in 2018 were our HVAC and Detection and Measurement segments. HVAC experienced strong seasonal growth and improved competitive positioning while revenue growth in Detection and Measurement reflected portfolio reshaping from acquisitions. Our Engineered Solutions segment faced challenges, including a hurricane-related productivity setback and higher commodity costs. Our project work in South Africa remains on track for substantial completion by the end of this year; and, we are beginning to move throughend-of-project dispute resolution processes.

Focused on Growth and Value Creation Strategy

During 2018, our three segments continued to generate double-digit returns on invested capital and we remain well positioned to deliver sustainable double-digit earnings growth. We took steps to exit our remaining power related business, leaving us with three healthy platforms with attractive end markets. Our customers are primarily concentrated in niche markets where our strong technologies and brands have earned us leadership positions. Replacement decisions drive most of our product sales,people and our overall product demand is based onculture.

Well Positioned to Continue Our Growth Journey

We entered 2021 in a relatively diverse set of cyclical drivers.

Our balance sheet remains strong. Following three proprietary acquisitions that strengthened our leadership positions in location & inspectionvery strong position. As we progress through this year, and specialty lighting, we anticipate our net leverage ratio declining to the lower end of our target range of 1.5x to 2.5x by the end of 2019, leaving us ample liquidity for value creation initiatives.

Our acquisition focus remains on our HVAC and Detection & Measurement platforms, where we have identified a solid pipeline of prospects and see the highest growth and synergy opportunities. During 2018, we bolstered our integration capabilities and further developed our SPX business system around continuous improvement and talent development as we continue executing our value creation strategy.

Our team worked relentlessly during 2018 to create a stronger and more profitable SPX, andbeyond, we will continue to pushtightly adhere to our successful value creation framework. Our key initiatives include extending our continuous improvement processes across the organization, further investing in digital solutions to enhance our customers’ experience, and building on the successes in our employee development and Diversity & Inclusion efforts.

Environmental, Social & Governance is another important focus area for SPX. This year we will publish our fourth annual sustainability report detailing metrics on our water and energy usage, greenhouse gas emissions, and employee safety data. Our company offers a wide array of highly efficient and innovative products that position us to thrive in a world where long-term targets on carbon emissions are realized.

As we look to further build on the attractive growth platforms we have developed, we anticipate additional opportunities to employ our strong balance sheet and cash generation to invest in highly strategic businesses to accelerate our growth journey. We will also continue to rely on our business system to guide acquisition integrations, to help ensureoptimize sourcing and logistics, and to further strengthen our culture of continuous improvement throughout the organization.

Our external guidance range for 2021 includes a double-digit increase in adjusted earnings per share at the midpoint, excluding any benefit from potential capital deployment. We believe that the goals we have set reflect a high level of expectations for our significant accomplishmentsteam, and value creation are fully reflected in our share price. Overall, 2018 was another milestone year as we strengthened our foundation for 2019 and beyond.the commitment to delivering the high level of performance that investors have come to expect from SPX Corporation.

Meeting Attendance and Voting

All SPX stockholders of record at the close of business on March 14, 2019,15, 2021, are welcomeentitled to attendvote on the matters listed at the Annual Meeting. Whether or not you plan to attend, it is important that your shares be represented at the Annual Meeting.To ensure that your shares will be represented, we ask you to vote by telephone, mail, or over the internet as soon as possible.

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

Sincerely,

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

SPX CORPORATION

13320-A Ballantyne Corporate Place6325 Ardrey Kell Rd, Suite 400

Charlotte, North Carolina 28277

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Thursday,Tuesday, May 9, 201911, 2021

8:00 a.m. (Eastern Time)

SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277Virtually via live webcast at www.meetingcenter.io/200226083.

The password for the meeting is SPXC2021. There is no physical location for the Annual Meeting. Further information regarding attendance, including how to access the virtual meeting, is set forth in the “Question and Answers” section of this proxy statement.

Agenda

The principal business of the Annual Meeting will be to:

Record Date

March 14, 201915, 2021

You may vote atduring the virtual Annual Meeting in person or by proxy if you were a stockholder of record at the close of business on March 14, 2019.15, 2021. You may revoke your proxy at any time prior to its exercise at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available during the meeting through the meeting website for stockholders who choose to attend.

Proxy Materials

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

By Order of the Board of Directors,

John W. Nurkin

Vice President, General Counsel and Secretary

Approximate Date of Mailing of Proxy Materials or

Notice of Internet Availability:

March 28, 201926, 2021

SPX CORPORATION

Proxy Statement

Annual Meeting of Stockholders

The Annual Meeting of our stockholders will be held at 8:00 a.m. (Eastern Time), on Thursday,Tuesday, May 9, 2019, at11, 2021, virtually on the SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277.internet.

You will be able to attend the Annual Meeting, vote and submit questions during the meeting by visiting www.meetingcenter.io/200226083.

We are furnishing this Proxy Statement to our stockholders of record as of March 14, 201915, 2021 in connection with the solicitation of proxies by our Board of Directors for the 20192021 Annual Meeting of Stockholders on that date and any adjournment or postponement of the meeting.

Our 20182020 Annual Report to Stockholders, without exhibits, accompanies this Proxy Statement. You may obtain a copy of the exhibits described in the Form10-K for a fee upon request. Please contact Paul Clegg, Vice President, Investor Relations and Communications, SPX Corporation,13320-A Ballantyne Corporate Place, 6325 Ardrey Kell Rd, Suite 400, Charlotte, North Carolina 28277.

Certain statements in this Proxy Statement are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. The words “believe,” “expect,” “anticipate,” “project” and similar expressions identify forward-looking statements. Please read these forward-looking statements in conjunction with the company’sour annual report on Form 10-K included in the accompanying 20182020 Annual Report. These materials identifyReport to Stockholders, which identifies important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. Actual results may differ materially from these statements. Although the company believeswe believe that the expectations reflected in its forward-looking statements are reasonable, it can give no assurancewe cannot assure you that such expectations will prove to be correct. In addition, estimates of future operating results are based on the company’sCompany’s current complement of businesses, which is subject to change.

TABLE OF CONTENTS

		20192021 PROXY STATEMENT

CORPORATE GOVERNANCE

CODE OF ETHICS AND BUSINESS CONDUCT

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

CORPORATE GOVERNANCE GUIDELINES

As part of its ongoing commitment to good corporate governance, the Board has codified its corporate governance practices into a set of Corporate Governance Guidelines. These guidelines are reviewed annually by the Nominating and Governance Committee and approved by the full Board to maintain the most up to date governance practices. These guidelines, assist the Board in the exercise of its responsibilities and may be amended by the Board from time to time. Our Corporate Governance Guidelines are available on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance.”

DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines require that a substantial majority of the Board meet the independence requirements of the listing standards of the New York Stock Exchange (“NYSE”). At least annually, our Board reviews whether each of our directors is independent. The Board has adopted Independence Standards to help guide it in this process. Our Independence Standards are available on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance.” Based on its most recent annual review, the Board has concluded that Patrick J. O’Leary, Ricky D. Puckett, David A. Roberts, Meenal A. Sethna, Ruth G. Shaw, Robert B. Toth, and Tana L. Utley, and Angel S. Willis (a nominee to be added to the Board if she is elected at the Annual Meeting), are independent, as defined in our Independence Standards and the listing standards of the NYSE. The Board has concluded that Eugene J. Lowe, SPX’s President and Chief Executive Officer (“CEO”), is not independent as defined in our Independence Standards and the listing standards of the NYSE.

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

ESG MATTERS

In addition to our Corporate Governance Guidelines, we have implemented programs to ensure that SPX is engaged in effective and appropriate environmental, social and governance (“ESG”) practices. The Nominating and Governance Committee oversees the governance of SPX’s ESG program. At the direction of the Board, the Company has formed an ESG Steering Committee, which provides periodic reports to the Nominating and Governance Committee on the Company’s ESG initiatives and efforts. These initiatives and efforts are published in SPX’s sustainability report, the most recent of which can be found on our website (www.spx.com), under the heading “Investor Relations—Corporate Governance—Sustainability Performance.”

RISK OVERSIGHT

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

Management presents to the Audit Committee its view of the principal risks facing SPX in a dedicated “enterprise risk management” presentation at least once a year. Matters such as risk tolerance and management of risk are also discussed at this meeting. Further, management periodically reviews with the Audit Committee our major risk exposures, identified through the enterprise risk management process, as well as the steps management has taken to monitor and control such exposures.

		2021 PROXY STATEMENT		1

CORPORATE GOVERNANCE

We conduct an annual in-depth review of the risks associated with our incentive-based compensation arrangements and practices, and management presents to the Compensation Committee its view on such risks. In 2020, we again determined that the risks associated with these arrangements are appropriate. See “Risk Analysis,” on page 32, for further discussion.

In addition, the Board explicitly addresses risk in a wide range of discussions, including those relating to segment or business unit activities, the impact of the COVID-19 pandemic, specific corporate functions (such as treasury, tax, capital allocation, legal, etc.), legacy asbestos liabilities, cybersecurity, claims related to our South African operations, ongoing litigation, and consideration of extraordinary transactions. In addition to the Board’s active role in these discussions, the Board has full access to management, as well as the ability to engage advisors, in order to assist in its risk oversight role.

CHARITABLE CONTRIBUTIONS

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

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

RISK OVERSIGHT

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

Management presents to the Audit Committee its view of the principal risks facing SPX in a dedicated “enterprise risk management” presentation at least once a year. Matters such as risk tolerance and management of risk are also discussed at this meeting. Further, management periodically reviews with the Audit Committee our major risk exposures, identified through the enterprise risk management process, as well as the steps management has taken to monitor and control such exposures.

		2019 PROXY STATEMENT		1

CORPORATE GOVERNANCE

The Board and the Nominating and Governance Committee require each director to have a proven record of success and leadership. In order to maintain appropriate flexibility to adjust to evolving needs, neither the Board nor the Nominating and Governance Committee has set minimum requirements with respect to age, education, or years of business experience or has designated specific expertise required for directors. Rather, the Nominating and Governance Committee seeks to structure the Board so that it consists of a diverse group of individuals, each with a unique combination of skills, experience,

2		2019 PROXY STATEMENT

CORPORATE GOVERNANCE

Governance Guidelines requiring directors to tender to the Board advance resignations. The Board will nominate for election orre-election as a director only those candidates who agree to tender, promptly following each annual meeting of stockholders at which they are subject tore-election as a director, irrevocable resignations that will be effective only if (1) the director fails to receive a sufficient number of votes forre-election at the next annual meeting of stockholders at which he or she facesre-election, and (2) the Board accepts the resignation. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with this provision.

In the event a resignation is triggered as a result of a director failing to receive sufficient votes, the Nominating and Governance Committee will consider the resignation and make a recommendation to the Board on whether to accept or reject it, or whether other action should be taken. The Board will consider the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it in a Current Report on Form8-K filed with the SEC within 90 days from the date of certification of the election results.

		2019 PROXY STATEMENT		3

CORPORATE GOVERNANCE

the time they are shared with the relevant committee. The Compensation Committee has considered the independence of Pearl Meyer in light of SEC rules, NYSE listing standards, and the requirements of the Compensation Committee Charter.Committee’s charter. The Compensation Committee requested and received a letter from Pearl Meyer addressing relationships with and the independence of Pearl Meyer and the Pearl Meyer senior advisor involved in the engagement. In addition to this information, the Compensation Committee noted the following protocols designed to help ensure objectivity:

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

4		2019 PROXY STATEMENT

CORPORATE GOVERNANCE

Our Corporate Governance Guidelines provide that in the event the Board determines that the same individual should again serve as both Chairman of the Board and CEO, the Board will appoint an independent director to serve as Lead Director. In that circumstance, the Lead Director would serve as the principal liaison between the independent directors and the Chairman and CEO; chair meetings ofnon-employee directors; develop the Board’s agenda in collaboration with the Chairman and CEO; and review and advise on the quality of the information provided to the Board.

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

		2019 PROXY STATEMENT		5

CORPORATE GOVERNANCE

familiarity with basic finance and accounting practices, including the ability to read and understand financial statements. Finally, the Board has determined that each of Mr. Puckett and Ms. Sethna is an “audit committee financial expert” under the rules of the SEC and has accounting and/or related financial management expertise, as required by the listing standards of the NYSE.

Function

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

Additional information on the Audit Committee and its activities is set forth in the “Audit Committee Report” on page 50.48.

COMPENSATION COMMITTEE

Membership

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

6		2019 PROXY STATEMENT

DIRECTOR COMPENSATION

Annual Compensation

Ournon-employee directors receive the following compensation:

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

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

Ournon-employee directors have the option to defer settlement and payout of vested RSU grants until six months after separating from service on our Board (or, if earlier, a Change in Control as defined in the 20022019 Stock Plan). Anon-employee director must generally make such deferral election in the year prior to the grant of the RSU award.

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

Directors who are SPX employees receive no compensation for their service as directors. Mr. Lowe, our President and CEO, received no compensation for his service as a director in 2018.2020.

OTHER BENEFITS

Matching Gifts Program

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

Travel Reimbursements

We reimbursenon-employee directors for the reasonable expenses of attending Board and committee meetings and for expenses associated with director training and development. From time to time, a director’s spouse may accompany the director to certain business functions, and tax laws may require the incremental costs associated with the spouse’s attendance to be imputed as income to the director. On occasion, a director’s spouse may accompany a director when he or she travelsincluding on our corporate aircraft for Board-related business;aircraft; in such instances, the value of the spouse’s travel is imputed for income tax purposes as income to the director (determined under the U.S. Department of Transportation’s standard industry fare level (“SIFL”)). and the incremental cost to SPX, if any, is included as other compensation in our Director Compensation Table if it, together with any other personal benefits, exceeds the threshold specified under SEC rules.

COMPENSATION EVALUATION PRACTICES

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

8		20192021 PROXY STATEMENT

DIRECTOR COMPENSATION

STOCK OWNERSHIP GUIDELINES

Our Stock Ownership Guidelines are designed to help ensure that our directors are engaged and have interests closely aligned with those of our long-term stockholders. We request that allnon-employee directors achieve holdings in Company stock of three times the annual cash retainer within five years of his or her date of appointment as a director.initial election to the Board. All of our directors were in compliance with these requirements as of March 14, 2019.15, 2021. For additional information on our Stock Ownership Guidelines, see “Stock Ownership Guidelines,” beginning on page 15.16.

Director Compensation Table

The following table summarizes the compensation of ournon-employee directors who served during 2018.2020.

		20192021 PROXY STATEMENT		9

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board currently consists of seveneight directors. The directors are divided into three classes. There are currently three directors in the first class, twothree directors in the second class, and two directors in the third class. Pursuant to our By-Laws, the Board has increased the size of the Board to nine, effective upon the commencement of the Annual Meeting, with the number of directors to serve in the third class being increased to three at that time.

At this Annual Meeting, you will be asked to elect three directors to the firstthird class, Dr. Shaw, Mr. Toth, and Ms. Willis. Mr. Lowe, Mr. O’Leary, and Mr. Roberts.Roberts were elected to the first class by our stockholders at our 2019 Annual Meeting of Stockholders, and Mr. Puckett, Ms. Sethna, and Ms. Utley were elected to the second class by our stockholders at our 2017 Annual Meeting of Stockholders and Dr. Shaw and Mr. Toth were elected to the third class by our stockholders at our 20182020 Annual Meeting of Stockholders and they will continue to serve on the Board as described below.

Each of the director nomineesDr. Shaw and Mr. Toth is a current SPX director. Ms. Willis has not previously served as a director for SPX. She was identified to the Board and ifthe Nominating and Governance Committee by Ms. Sethna. After interviews by Dr. Shaw and Mr. Lowe, the entire Board then interviewed Ms. Willis and unanimously approved her nomination. If elected, each of the director nominees will serve for a three-year term expiring at the term as described below until a qualified successor director has been elected or until he resigns, retires, or is removed by the stockholders for cause.Annual Meeting to be held in 2024.

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

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

Nominees for Election to Serve Until 2024 Annual Meeting

Ruth Shaw Retired Group Executive for Public Policy and President of Duke Nuclear Age: 73 Director since: 2015 Committees:     •  Nom. & Gov. (Chair)     •  Compensation		PROFESSIONAL HIGHLIGHTS Ruth G. Shaw, 73, retired in 2007 from Duke Energy Corporation, an electricity and natural gas provider, and remained an Executive Advisor to the company until 2009. At Duke, she served as Group Executive for Public Policy and President, Duke Nuclear, from 2006 to 2007; President and Chief Executive Officer, Duke Power Company, from 2003 to 2006; Executive Vice President and Chief Administrative Officer from 1997 to 2003; and in various other roles from 1992 to 1997. She was also President of The Duke Energy Foundation from 1994 to 2003. Dr. Shaw is currently independent lead director of DTE Energy and retired from the board of Dow, Inc. In April 2020. She serves on the board of directors of the Foundation for the Carolinas, and has been a director and chair of the boards of the University of North Carolina Charlotte; the UNCC Charlotte Foundation; The Carolina Thread Trail; the United Way of Central Carolinas; and the Arts & Science Council. She a former member of the executive committees of the Nuclear Energy Institute and the Institute of Nuclear Power Operations. She earned her bachelor’s degree and M.A. from East Carolina University and her Ph.D. from the University of Texas at Austin. SKILLS AND QUALIFICATIONS Dr. Shaw contributes a deep understanding of the electric utility industry; corporate governance; human resources management; executive compensation; information technology; communications and public relations; environment, health and safety management; procurement; and diversity to our Board.

10		2021 PROXY STATEMENT

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Bob Toth Former Chairman, Chief Executive Officer and President, Polypore International, Inc. Age: 60 Director since: 2017 Committees:     •  Audit     •  Compensation		PROFESSIONAL HIGHLIGHTS Robert B. Toth, 60, has more than 30 years of experience in leadership roles at global industrial and manufacturing companies, as well as in private equity, most recently as a Managing Director at CCMP Capital Advisors, LLC from 2016 until 2019. Prior to CCMP, Bob served as the Chairman, Chief Executive Officer and President of Polypore International, Inc., a leading global high technology filtration company, where he optimized the business portfolio and positioned the company for accelerated growth, resulting in a substantial increase in enterprise value. Prior to Polypore, Bob served as President, Chief Executive Officer and Board Director of CP Kelco ApS, where he led the business through a comprehensive turnaround and successful sale. He also spent 19 years at Monsanto Company and its spin-off, Solutia Inc., where he held a variety of executive and managerial roles. Bob is currently a Director at Materion Corporation. He earned a bachelor’s degree in Industrial Management from Purdue University and MBA from the John M. Olin School of Business at Washington University, St. Louis, Missouri. SKILLS AND QUALIFICATIONS Mr. Toth contributes significant insight on mergers and acquisitions and on strategic portfolio management and related strategic and operational issues. Mr. Toth also brings extensive experience leading companies in the manufacturing sector, including knowledge and skills in senior management, finance, and operations.

Angel Willis Vice President, General Counsel & Secretary for Sealed Air Corporation Age: 50 Director Nominee		PROFESSIONAL HIGHLIGHTS Angel Shelton Willis, 50, has served as Vice President, General Counsel & Secretary for Sealed Air Corporation, a global leader in essential packaging solutions, since 2019. She currently oversees all aspects of its global legal and compliance affairs, including commercial transactions, mergers & acquisitions, litigation, labor & employment, intellectual property, ethics and compliance, regulatory and corporate governance matters. Prior to joining Sealed Air in 2019, from 2005 to 2018, Ms. Willis served in a number of leadership roles of increasing responsibility at Ingersoll Rand Company, including Deputy General Counsel, Mergers and Acquisitions, Finance & Restructuring and General Counsel, Climate Solutions. Prior to Ingersoll Rand, Ms. Willis served as Corporate Counsel at Cummins Inc. She began her career as an Associate at Ice Miller, a full service law firm serving Fortune 500 companies, municipalities, and nonprofits. Ms. Willis received both her bachelor’s degree in Political Science and Economics and her MBA from Clemson University, and her J.D. from the University of Illinois. She is licensed to practice law in the states of North Carolina and Indiana. SKILLS AND QUALIFICATIONS In addition to Ms. Willis’s extensive legal background, she brings deep experience in global industrial and manufacturing sectors, mergers and acquisitions, regulatory, tax, risk management, communications, crisis management, and corporate governance.

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

		2021 PROXY STATEMENT		11

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Directors Continuing to Serve Until 2022 Annual Meeting

Gene Lowe   President and CEO of SPX Corporation Age: 5153 Director since: 2015 Committees:     •  None		PROFESSIONAL HIGHLIGHTS   Eugene J. Lowe, III, 51,53, has served as President and Chief Executive Officer of SPX Corporation since September 2015. He was appointed an officer of SPX in 2014 and previously served as Segment President, Thermal Equipment and Services, from 2013 to 2015; President, Global Evaporative Cooling, from 2010 to 2013; and Vice President of Global Business Development and Marketing, Thermal Equipment and Services, from 2008 to 2010. Prior to joining SPX, Mr. Lowe held positions with Milliken & Company, Lazard Technology Partners, Bain & Company, and Andersen Consulting. Mr. Lowe is currently a director of Federal Signal Corporation. He earned his bachelorbachelor’s degree in Management Science from Virginia Tech and his MBA from Dartmouth’s Tuck School of Business.   SKILLS AND QUALIFICATIONS   Mr. Lowe brings valuable operations, strategic planning, marketing, and business development experience to our Board. As the only member of SPX management to serve on the Board, Mr. Lowe also contributes a level of understanding of our Company not easily attained by an outside director.

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

Dave Roberts   Chairman of the Board and and Retired Executive Chairman, Chairman, President and CEO of Carlisle Companies, Inc. Age: 7173 Director since: 2015 Committees:     •  Compensation (Chair)     •  Audit     •  Nom. & Gov.		PROFESSIONAL HIGHLIGHTS   David A. Roberts, 71,73, has served as Chairman of the Board of Carlisle Companies, Inc., a diversified manufacturing company, since 2017. He previously served as Carlisle’s Executive Chairman of the Board, in 2016; its Chairman and Chief Executive Officer, from 2014 to 2015; and its Chairman, President and Chief Executive Officer, from 2007 to 2014. Prior to joining Carlisle, Mr. Roberts served as Chairman, President and Chief Executive Officer of Graco, Inc., a fluid handling system provider, from 2001 to 2007. Prior to that, Mr. Roberts served as a Group Vice President of The Marmon Group, LLC, a diversified industrial holding company, from 1995 to 2001. He began his career serving in a variety of manufacturing, engineering, and general management positions with The Budd Company, Pitney Bowes, and FMC Corporation. Mr. Roberts is currentlypreviously served as a director of Franklin Electric Co., Inc. and, Horizon Global Corporation; he previously served as a director ofCorporation, and Polypore International, Inc. prior to its 2015 merger transaction with Asahi Kasei Corporation. He earned his bachelorbachelor’s degree from Purdue University and his MBA from Indiana University.   SKILLS AND QUALIFICATIONS   Mr. Roberts brings extensive experience in senior management of multinational companies, including expertise in the industrial and manufacturing sectors, and mergers and acquisitions, to our Board. Mr. Roberts also contributes strong financial acumen and experience from his service on various public company boards.

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

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

Meenal Sethna Executive Vice President and Chief Financial Officer for Littelfuse Age: 51 Director since: 2020 Committees:     •  Audit     •  Nom & Gov.		PROFESSIONAL HIGHLIGHTS Meenal A. Sethna, 51, has served as Executive Vice President and Chief Financial Officer, for Littelfuse since May 2015 and is responsible for finance and accounting, tax and treasury, investor relations, digital and information technology and internal audit. Prior to joining Littelfuse, Ms. Sethna spent four years at Illinois Tool Works as Vice President and Corporate Controller. Previous to that, she worked at Motorola Inc., most recently as Vice President, Finance. She began her career at Baxter International, holding a variety of finance roles during her tenure. Ms. Sethna is a graduate of the Kellogg School of Management at Northwestern University and the University of Illinois-Urbana, and is a Certified Public Accountant in Illinois. SKILLS AND QUALIFICATIONS Ms. Sethna brings a rich background in accounting and finance to our Board. In addition, she has deep experience in strategic planning; business growth; investor relations; risk management; and information technology.

Tana Utley   Vice President of Large Power Systems Division at Caterpillar Inc. Age: 5557 Director since: 2015 Committees:     •  Audit     •  Compensation		PROFESSIONAL HIGHLIGHTS   Tana L. Utley, 55,57, has served as Vice President of the Large Power Systems Division at Caterpillar Inc., a manufacturer of construction and mining equipment, engines, turbines, and locomotives, since 2013. She was appointed an officer and as Chief Technology Officer of Caterpillar in 2007, having joined that company in 1986. Previously, she held a number of roles with Caterpillar, including a variety of engineering and general management positions. Ms. Utley has served in key engineering and leadership roles in the development ofnear-zero-emissions engines, and she has held general management positions in Caterpillar’s components and engines businesses. She earned her bachelorbachelor’s degree in Mechanical Engineering from Bradley University and her M.S. in Management from the Massachusetts Institute of Technology.   SKILLS AND QUALIFICATIONS   Ms. Utley brings a wealth of knowledge in engineering, operations, continuous improvement, and implementation of new programs to our Board. Ms. Utley also brings a depth of understanding of technology and cybersecurity, multi-industrial manufacturing, and how to minimize the environmental impact of manufacturing companies.

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

Director and Nominee Skills and Experience

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

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

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OWNERSHIP OF COMMON STOCK

Stock Ownership Guidelines

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

The guidelines are:

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

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

Eachnon-employee director and named executive officer was in compliance with these requirements as of March 14, 2019.15, 2021.

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OWNERSHIP OF COMMON STOCK

Ownership of Common Stock

DIRECTORS AND EXECUTIVE OFFICERS

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

Unless otherwise noted, amounts and percentages are as of March 14, 2019.15, 2021.

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OWNERSHIP OF COMMON STOCK

PRINCIPAL STOCKHOLDERS

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

Based solely upon a review of Forms 3 and 4 (including amendments to such forms) furnished to us during 2018 and Forms 5 furnishedfiled with respect to 2018,the SEC, no director, officer, or beneficial owner of more than 10% of our outstanding common stock failed to file on a timely basis during 20182020 any reports required by Section 16(a).

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

INTRODUCTION

This Compensation Discussion and Analysis (“CD&A”) provides information about our executive compensation program and the factors considered in making compensation decisions for the namedcurrent and former executive officers namedlisted in our Summary Compensation Table set forth below (“NEOs”(the “named executive officers” or “NEOs”).

Our NEOs for 20182020 are listed in the table below:

Mr. Sproule retired as Chief Financial Officer and Treasurer in August 2020 and retired as Vice President at the end of 2020.

EXECUTIVE SUMMARY

In 2018, we proudly celebrated our third anniversary since thespin-offThe impact of the FlowCOVID-19 pandemic was far reaching and had a range of impacts on our various markets and operational capabilities. We responded swiftly and effectively to the challenges created by the pandemic. The efforts of our teams across the globe drove solid performance in a year with revenue pressures, daily operational challenges, and high levels of uncertainty. Through the creation of our executive-led COVID-19 Task Force, the implementation of global monitoring and delivery frameworks across each business (the“Spin-Off”) into an independent, publicly-owned company called SPX FLOW, Inc. Over this period,and function, and daily communication on key issues, we took timely and measured actions to address risks while keeping our executive officersteams safe. This active engagement not only resulted in strong financial performance for our stakeholders, but ensured that we maintained focus on our longer-term strategic growth initiatives, positioning us well for future years. The commitment, outstanding effort, and directors have ledfocus demonstrated by our leaders and teams cannot be emphasized enough. Without it, the potential negative impact of the pandemic on the organization first through a periodcould have been far greater. Ensuring that we recognize the current year’s strong performance, despite being faced with the COVID-19 pandemic, is important to key talent retention and the motivation of stabilization and then through a pivot to execute on our growth strategy. We have demonstrated continued improvement in business performance, delivered strong stockholder returns, and completed two acquisitions.the overall workforce.

Our executive compensation program is designed to align short- and long-term rewards directly to business performance. Having achieved three years of performance sinceThe Compensation Committee continued to monitor theSpin-Off, market carefully to understand changes resulting from the pandemic, ensuring that we maintain our competitive position, retain key talent, and deliver on commitments. We and the Compensation Committee of the Board (the “Committee”) are now able to benchmark our compensation strategy independent of thepre-Spin-Off history, more clearly accounting for the performance of the current leadership team against market andour peer group companies.companies, which rewards performance that results in value generation for our stockholders.

Summary of Key Business Accomplishments

Overall solid execution during 2018 resultedAs noted above, our agility and engagement in improvements in operating income2020 limited the potential adverse impact of the global COVID-19 pandemic, delivering strong financial results and cash flow.progressing our strategic growth initiatives. Select accomplishments during 20182020 include:

		2017				2018
GAAP EPS		$1.91				$1.75
Adjusted EPS*		$1.74				$2.20

 

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EXECUTIVE COMPENSATION

		2019				2020
GAAP EPS		$1.71				$2.20
Adjusted EPS*		$2.76				$2.80

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

Three-Year Total Stockholder Return

The following graph shows our three-year total stockholder return (“TSR”) as compared to our peer group, as defined on page 24,26, the S&P 600 Capital Goods500 Index and the S&P 500600 Small Cap Capital Goods Index for the period December 31, 20152017 to December 31, 2018.2020.

Three-Year TSR from December 31, 20152017 to December 31, 20182020

 

20182020 Compensation Highlights

Our executive compensation program has three primary elements: base salary, annual incentive, and long-term incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on stockholder value creation. Based on our performance, and consistent with the design of our program, the Committee made the following executive compensation decisions for 2018:2020:

 

•

Base Salary. Annual salary increases ranged from 3%3.0% to 4%4.5%. These adjustments were a continuationmaintain alignment of the effort to bring our NEOs’ base salaries towith the market median, commensurate with performance, over a three-year period.to facilitate retention and reward for execution of responsibilities and delivery of performance. These adjustments also reflect the contributions made by our NEOs in connection with executing on key initiatives and the Company’s strategic priorities over the course of 2018.the year. For details, please see page 24 of this CD&A.26.

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EXECUTIVE COMPENSATION

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

† Exclusive of annual incentive adjustments.

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EXECUTIVE COMPENSATION

Our Compensation Principles

Our executive compensation program is centered around the following principles:

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EXECUTIVE COMPENSATION

Mix of Compensation Elements

The following charts show that for 20182020 the mix of compensation elements targeted for our NEOs was heavily weighted toward variable compensation. The mix of LTI is based on the allocation value used in determining the number of units or options, as applicable, for each award.

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EXECUTIVE COMPENSATION

Our CEO’sPay-for-Performance Alignment

The following chart shows our CEO’s compensation relative to our TSR and compared with our peer group of companies listed on page 24,26, demonstrating how our executive compensation program aligns with performance. This chart is based on our three-year TSR; the average of our CEO’s total compensation for 2016, 2017,2018, 2019, and 20182020 by percentile; and the average total compensation for CEOs at our peer companies, from their most recent three annual proxy statement filings.

While ourOur CEO’s relative pay rank falls belowwithin the median of our peer companies for 2018,consistent with, our philosophy is to align executive compensation with that of our peers and provide variable incentive compensation that rewards executives at higher levels when superior performance is achieved.

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EXECUTIVE COMPENSATION

HOW DECISIONS FOR OUR NAMED EXECUTIVE OFFICERS WERE MADE

Executive Compensation Practices

The Role of the Compensation Committee