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:

PARKER-HANNIFIN 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)all boxes that apply):

Parker-Hannifin Corporation is a Fortune 250 global leader in motion and control technologies. For more than a century, the company has engineered the success of its customers in a wide range of diversified industrial and aerospace markets.

Parker-Hannifin Corporation

6035 Parkland Boulevard—Boulevard, Cleveland, Ohio, 44124-4141

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

OCTOBER 23, 2019

TO OUR SHAREHOLDERS:To Our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of Parker-Hannifin Corporation. The meeting will be held at our headquarters located at 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141, on Wednesday, October 23, 2019,26, 2022, at 9:00 a.m., Eastern Daylight Time, for the following purposes:

Voting Items

1

Election of Directors

2

Approval of the Compensation of Our Named Executive Officers on a Non-Binding, Advisory Basis

3

Ratify the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm

FOR each director nominee

FOR

FOR

Shareholders of record at the close of business on August 30, 2019September 2, 2022 are entitled to vote at the meeting. On September 2, 2022, 128,460,821 shares were outstanding and entitled to vote at the meeting. Each share is entitled to one vote. This Proxy Statement and the form of proxy are being mailed to shareholders on or about September 23, 2022. Your vote is important, so if you do not expect to attend the meeting, or if you do plan to attend but wish to vote by proxy, please mark, date, sign and return the enclosed proxy card promptly in the envelope provided or vote electronically via the internet or by telephone in accordance with the instructions on the enclosed proxy card. Please refer to the section “How to Attend“General Information About the Annual Meeting of Shareholders” and to the back page of this Proxy StatementMeeting” for directions to attend the Annual Meeting.more information.

Thank you for your support of Parker-Hannifin Corporation.

By Order of the Board of Directors

Joseph R. Leonti

Secretary

September 23, 2022

How to Vote

VOTE VIA INTERNET www.proxyvote.com

VOTE BY PHONE 800-690-6903

VOTE BY MAIL Vote Processing c/o Broadridge 51 Mercedes Way, Edgewood, NY 11717

VOTE AT THE MEETING Parker-Hannifin Corporation 6035 Parkland Boulevard Cleveland Ohio, 44124

By OrderImportant Notice Regarding the Availability of Proxy Materials for the BoardAnnual Meeting of DirectorsShareholders to be held on October 26, 2022. This Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, is available free of charge on our investor relations website (www.phstock.com).

Joseph R. Leonti

Secretary

September 23, 2019

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Shareholders to be held on October 23, 2019.

This Proxy Statement, along with our Annual Report on Form10-K for the fiscal year ended June 30, 2019, is available free of charge on our investor relations website (www.phstock.com).

TABLE OF CONTENTS

3		Page    Our Company
Proxy Statement
3		1 Business Highlights and Performance
Governance Documents
4		1 Executive Compensation Highlights
5		Environmental, Social and Governance Highlights
10		Shareholder Engagement Highlights
11		Proxy Statement SummarySummary/ Voting Roadmap
12		1
	Item 1 – Election of Directors
13		4 Director Selection and Nomination, Qualifications and Diversity
14		Director Skills and Experience
15		Director Biographies
15		Nominees for Election Asas Directors for Terms Expiring in 20202023
21		4 Director Independence
21		Annual Elections; Majority Voting; No Cumulative Voting
21		10
New Elections and RetirementsDepartures
22		10 Corporate Governance
Corporate Governance: Board of Directors
22		11 Board and Committee Structure
22		Current Leadership Structure
23		Board Committees; Committee Charters
24		Meetings and Attendance; Executive Sessions
	11
Number; Current Term; Relationships 25		11 Director Education and Orientation Program
Director Independence
25		11 Board and Committee Evaluations
Current Leadership Structure
26		12 Board Strategic and Risk Oversight
Director Selection and Nomination, Qualifications and Diversity
26		13 Board’s Role in Strategic Oversight
Risk Management
27		15 Board’s Role in Risk Oversight
Committees of Our Board of Directors
28		16 Spotlight: Oversight of Cybersecurity
Board Committees; Committee Charters
28		16 Spotlight: Succession Planning
The Human Resources and Compensation Committee
28		17 Spotlight: Board’s ESG Oversight
The Corporate Governance and Nominating Committee
30		18 Communications with Directors
The Audit Committee
30		18
Other Governance Matters
30		20
Review and Approval of Transactions with Related Persons
	20
Delinquent Section 16(a) Reports 31		20
Proxy Access
	21
“Claw-Back” Policy 31		21
Stock Ownership Guidelines
31		21
Stock Ownership Restrictions - Speculative Transactions / Transactions/Hedging
31		22 Governance Documents
32		Director Compensation
32		Compensation of Directors
33		Director Compensation for Fiscal Year 2022

34		Executive Compensation
34				Item 2 – Advisory Vote to Approve Named Executive Officer Compensation
35		Compensation Discussion and& Analysis
35		23 Named Executive Officers
35		Executive Summary—Fiscal Year 2019Summary
40		23 Compensation Setting Process
Objectives and Philosophies of the Executive Compensation Program
45		23
Categories andPrincipal Elements of Executive Compensation
	23
“Pay-for-Performance”—Structure, Key Financial Metrics and Impact on Compensation 58		24
Administration, Oversight and Determination of ExecutiveOther Compensation		27
Human Resources and Compensation Committee		27
Board of Directors		27
Executive Officers		27
Compensation Consultants and Benchmarking		28
General Policies and Practices Relating to Executive Compensation
60		30
Allocation of Executive Compensation		30
Accounting and Tax Considerations
	32
Committee Discretion 60		33
Elements of Executive Compensation		33
Base Salaries		33
Annual Cash Incentive Compensation		34
Long-Term Incentive Compensation		40
Employee Benefits		44
Executive Perquisites		50
Consideration of 2018Say-on-Pay Voting Results		52
Compensation Committee Report
61		53
Compensation Tables
61		54
Summary Compensation Table for Fiscal Year 20192022
63		54
Grants of Plan-Based Awards for Fiscal Year 20192022
65		56
Outstanding Equity Awards at June 30, 20192022
67		58
Option Exercises and Stock Vested for Fiscal Year 20192022
68		60
Pension Benefits for Fiscal Year 20192022				61

i

General Information for 2019 Annual Meeting of Shareholders

OUR COMPANY

Parker-Hannifin Corporation is a Fortune 250 global leader in motion and control technologies. For more than a century, the company has engineered the success of its customers in a wide range of diversified industrial and aerospace markets.

The following sections provide highlights from our fiscal year 2022 across matters of importance to our shareholders, including business and financial performance, executive compensation, our environment, social and governance (“ESG”) program and shareholder engagement.

Business Highlights and Performance

Fiscal year 2022 was a year marked by significant macroeconomic headwinds, including inflation, supply chain constraints, international conflict and ongoing COVID-19 challenges. Nonetheless, The Win Strategy drove sustained profitable growth and strong financial performance as compared to our diversified industrial proxy peers. The actions taken under The Win Strategy to strengthen our portfolio and improve our performance have built a business that we believe is better equipped than ever before to be resilient across macroeconomic cycles. Our Purpose Statement: Enabling Engineering Breakthroughs that Lead to a Better Tomorrow continued to provide inspiration and direction for our team members, and represents how we can strengthen our communities and have a positive impact on the world.

In fiscal year 2022, we delivered strong financial performance and value for our shareholders, including:

Our Company

Executive Compensation Highlights

The tables below highlight the performance-based nature of our compensation program and how our program aligns with what we view as executive compensation best practices.

Elements of Executive Compensation

Board Recommendations

Our Company

Environment, Social and Governance Highlights

Our ESG program includes a range of initiatives around corporate social responsibility and sustainability, taking into account the interests of our key stakeholders, including our shareholders, team members, customers and communities. Issues that we focus on include, among others, workplace health and safety, climate risk, water conservation, human capital management, diversity, equity and inclusion, cyber security, and business ethics and compliance. For information on Board and Committee ESG oversight responsibilities, see “Board’s Role in Risk Oversight” on page 27 of this Proxy Statement.

We publish our Sustainability Report in line with Sustainability Accounting Standards Board (SASB) standards, addressing the many ways in which we apply our core technologies to make a positive impact on the world, including through our team members, social responsibility, environmental initiatives, product stewardship, and governance, ethics and compliance. Selected aspects of our most recent Sustainability Report are highlighted below.

We are proud of our corporate social responsibility and sustainability accomplishments, but recognize that best practices in ESG integration and reporting frameworks continue to evolve. While there is more work to be done, we are confident in our strategy of achieving business success through social responsibility and sustainable business practices:

Environment

Our Company

6

Our Company

Social

Our Company

Governance

8

Our Company

Our Company

Shareholder Engagement Highlights

We actively seek and highly value feedback from our shareholders. During fiscal year 2022, in addition to our traditional investor relations outreach efforts, we proactively reached out to shareholders representing over 51% of our outstanding common stock to engage with them on ESG matters. We engaged with each shareholder that accepted our invitation.

We also shared the feedback received during these meetings with our Corporate Governance and Nominating Committee, our Human Resources and Compensation Committee and our full Board of Directors. As a result of our shareholder engagement efforts and the feedback we received, we strengthened our disclosures in this Proxy Statement and our Sustainability Report.

10

The following table

PROXY STATEMENT SUMMARY/

VOTING ROADMAP

This summary highlights somecertain information relating to the voting items for our 2022 Annual Meeting of the key aspects of our executive compensation program for fiscal year 2019. This table is not a substitute for, nor does it purport to include, all of the information provided in our Compensation Discussion and Analysis section and the Compensation Tables presented later inShareholders. Additional details are found throughout this Proxy Statement.

Item 1 – Election of Directors

NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2020Director Selection and Nomination, Qualifications

and Diversity

The Corporate Governance and Nominating Committee of our Board is responsible for identifying, evaluating and recommending potential Director candidates. The Corporate Governance and Nominating Committee ensures that Director recruiting, succession and refreshment are persistent areas of focus and regularly reviews the size, composition and independence of our Board, and any expected vacancies, in determining whether and to what extent to actively recruit new Directors or to replace departing Directors.

The Corporate Governance and Nominating Committee utilizes a variety of methods and processes to identify potential Director candidates, including through reputable third-party search firms, unsolicited recommendations from other third-party search firms, and referrals from current or past members of our Board. In addition, the Corporate Governance and Nominating Committee will give appropriate consideration to qualified persons recommended by shareholders for nomination as Directors (provided that such recommendations comply with the procedures set forth under the caption “Shareholder Recommendations for Director Nominees”) and will consider such candidates on the same basis as candidates recommended by other sources.

The Corporate Governance and Nominating Committee generally will not, however, consider recommendations for Director nominees submitted by individuals who are not affiliated with us. The Corporate Governance and Nominating Committee has developed and implemented a robust process to ensure that its formal Director searches are appropriately scoped and designed to produce a slate of potential candidates representing a broad range of backgrounds, educations, experiences, skills and viewpoints that will enable them, individually and collectively, to address the issues affecting our Board, our business, our team members and our shareholders, and optimize the functioning and decision-making and oversight roles of our Board and its Committees. The Corporate Governance and Nominating Committee currently focuses on the following key search and evaluation criteria, but considers the entirety of each proposed candidate’s credentials and all available information that may be relevant to each candidate’s nomination.

The Corporate Governance and Nominating Committee, utilizing its robust and thoughtful approach to Director recruiting, succession and refreshment, has built an experienced, diverse and independent Board that provides significant oversight over our plans and strategies for growth, financial performance and shareholder value creation.

•  high level of commitment to our Board, our business, our employees and our shareholders, and a high level of integrity, honesty, judgment and professionalism.

Item 1 – Election of Directors

Director Skills and Experience

In addition to the metrics included on page 8, the following table presents on an individual basis the skills and experience of our Board in areas that are of importance to our Company. Our Board refreshment efforts over the last several years have strengthened the culture, skills and diversity of our Board. Each Director nominee brings his or her own unique background and range of expertise, knowledge and experience which provides a comprehensive and optimal mix of skills and qualifications necessary for our Board to effectively fulfill its oversight responsibilities.

Director Experience Director since 2013

KEVIN A. LOBO Age: 54 Committees:  Audit Committee           Human Resources and Compensation Committee Mr. Lobo has been Chairman of the Board of Stryker Corporation (medical technology) since July 2014 and has been Chief Executive Officer, President and a Director since October 2012. Our Board believes that Mr. Lobo will effectively serve our Board of Directors, our business, our employees and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things: •  extensive service in senior leadership positions at Stryker Corporation and other successful global companies of significant size; •  present service on another public company board; •  qualification as an audit committee financial expert as defined in the federal securities laws; •  independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; •  proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and •  high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism.

Director since 2002

Public Company CEO, COO, CFO, CANDY M. OBOURNor Other Senior Leadership Age: 69 Committees:  Human Resources and Compensation Committee (Chair)            Corporate Governance and Nominating Committee

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Ms. Obourn has been Chairman of Isoflux Incorporated (coating technologies) since April 2012.

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Our Board believes that Ms. Obourn will effectively serve our Board of Directors, our business, our employees and our shareholders based on her significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

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•  service as Chief Executive Officer and President of a coating technologies company, Chief Executive Officer and President of a health care products company and in senior leadership positions at other global companies of significant size;

Corporate Strategy

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•  independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors;

International

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•  proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and

Finance & Accounting

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Risk Management

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•  high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism.

Item 1 – Election of Directors

Director Biographies

Nominees for Election as Directors for Terms Expiring in 2023

Lee C. Banks

		Director Since: 2015 Age: 59 Committees: None		LAURA K. THOMPSON Other Public Company Directorships: •   Westinghouse Air Brake Technologies Corporation (Wabtec) (since 2020) •   Nordson Corporation (former) (2010-2020)

Mr. Banks has been our Vice Chairman and President since August 2021. From February 2015 to August 2021 he was President and Chief Operating Officer. He was our Executive Vice President from August 2008 to February 2015 and our Operating Officer from November 2006 to February 2015.

Our Board believes that Mr. Banks will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

Jillian C. Evanko

		Director Since: 2021 Age: 5544 Committees: Subject toAudit Human Resources and effective upon her election at the Annual Meeting of Shareholders:Compensation		Audit CommitteeOther Public Company Directorships: •   Chart Industries, Inc. (since 2018) •   Alliant Energy Corporation (former) (2019-2021)

Ms. Evanko has been President and Chief Executive Officer of Chart Industries, Inc. (cryogenic technologies) since June 2018. She was the Chief Financial Officer of Chart from March 2017 until January 2019. Prior to Chart, Ms. Evanko served as Vice President and Chief Financial Officer of Truck-Lite Co., LLC (truck and commercial vehicle products) since October 2016. Prior to Truck-Lite, Ms. Evanko was Vice President and Chief Financial Officer of Dover Corporation’s Dover Fluids (diversified global manufacturer) since January 2014.

Our Board believes that Ms. Evanko will effectively serve our Board of Directors, our business, our team members and our shareholders based on her significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

Item 1 – Election of Directors

Lance M. Fritz

		Director Since: 2021 Age: 59 Committees: Corporate Governance and Nominating Committee   Human Resources and Compensation		Other Public Company Directorships: •   Union Pacific Corporation (since 2015)

Mr. Fritz has been Chairman of the Board of Union Pacific Corporation (rail transport) since October 2015, and President and Chief Executive Officer since February 2015.

Our Board believes that Mr. Fritz will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

Linda A. Harty

		Director Since: 2007 Age: 62 Committees: Audit (Chair) Corporate Governance and Nominating		Other Public Company Directorships: •   Westinghouse Air Brake Technologies Corporation (Wabtec) (since 2016) •   Syneos Health, Inc. (since 2017) •   Chart Industries, Inc. (since 2021)

Now retired, Ms. Harty was Treasurer of Medtronic plc (medical technology) from February 2010 to April 2017.

Our Board believes that Ms. Harty will effectively serve our Board of Directors, our business, our team members and our shareholders based on her significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

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Item 1 – Election of Directors

William F. Lacey

		Director Since: 2021 Age: 52 Committees: Audit Corporate Governance and Nominating		Other Public Company Directorships: •   None

Mr. Lacey has been Vice President of Finance (Books, Kindle and Digital Content) of Amazon (e-commerce) since February 2022. He previously was Chief Executive Officer of GE Lighting (lighting technology), a Savant company, from 2015 to February 2022; and served as Chief Financial Officer of GE Home and Business Solutions Lighting from 2011 to 2015.

Our Board believes that Mr. Lacey will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

Kevin A. Lobo

		Director Since: 2013 Age: 57 Committees: Audit Human Resources and Compensation		Other Public Company Directorships: •   Stryker Corporation (since 2012)

Mr. Lobo has been Chairman of the Board of Stryker Corporation (medical technologies) since July 2014 and has been Chief Executive Officer, President and a Director since October 2012.

Our Board believes that Mr. Lobo will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

Item 1 – Election of Directors

Joseph Scaminace

		Director Since: 2004 Age: 69 Committees: Human Resources and Compensation (Chair) Corporate Governance and Nominating		Other Public Company Directorships: •   Cintas Corporation (since 2010) (Lead Director)

Now retired, Mr. Scaminace served as the Chairman and Chief Executive Officer of OM Group, Inc. (metal-based specialty chemicals) from June 2005 to October 2015 and Chairman of the Board of OM Group from August 2005 to October 2015.

Our Board believes that Mr. Scaminace will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

Åke Svensson

		Director Since: 2010 Age: 70 Committees: Audit Corporate Governance and Nominating		Other Public Company Directorships: •   None

Mr. Svensson is Chairman of Swedavia AB (transport infrastructure). He was Chairman of the Association of Swedish Engineering Industries (manufacturing trade organization), and Board Member of the Confederation of Swedish Enterprises from May 2018 until May 2020. He was previously Director General of Swedish Engineering Industries from September 2010 to August 2016. Mr. Svensson is a former Director, Chief Executive Officer and President of Saab AB.

Our Board believes that Mr. Svensson will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

18

Item 1 – Election of Directors

Laura K. Thompson

		Director Since: 2019 Age: 58 Committees: Audit Corporate Governance and Nominating		Other Public Company Directorships: •   Wesco International (since 2019) •   Titan International, Inc. (since 2021)

Now retired, Ms. Thompson served as Executive Vice President of The Goodyear Tire & Rubber Company (tire manufacturing) from December 2013 until her retirement in March 2019, and Chief Financial Officer of Goodyear from December 2013 until October 2018.

Our Board believes that Ms. Thompson will effectively serve our Board of Directors, our business, our team members and our shareholders based on her significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

James R. Verrier

		Director Since: 2016 Age: 59 Committees: Audit Human Resources and Compensation		Other Public Company Directorships: •   BorgWarner, Inc. (former) (2013-2018)

Now retired, Mr. Verrier served as a Board Advisor to BorgWarner, Inc. (powertrain solutions) from August 1, 2018 until his retirement on February 28, 2019. He previously served as Chief Executive Officer and director of BorgWarner, Inc. from January 2013 until July 31, 2018, and President of BorgWarner from March 2012 until July 31, 2018.

Our Board believes that Mr. Verrier will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

Item 1 – Election of Directors

James L. Wainscott

		Director Since: 2009 Age: 65 Committees: Corporate Governance and Nominating (Chair and Lead Director) Human Resources and Compensation		Other Public Company Directorships: •   CSX Corporation (since 2020)

Now retired, Mr. Wainscott was Chairman of the Board of AK Steel Holding Corporation (steel producer) from January 2006 to May 2016; and President, Chief Executive Officer and a Director of AK Steel Holding Corporation from October 2003 to January 2016.

Our Board believes that Mr. Wainscott will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

Thomas L. Williams

		Director Since: 2015 Age: 63 Committees: None		Other Public Company Directorships: •   The Goodyear Tire & Rubber Company (tire manufacturing) from December 2013 until her retirement in March 2019, and Chief Financial Officer of Goodyear from December 2013 until October 2018.
Director since 2019		Our Board believes that Ms. Thompson will effectively serve our Board of Directors, our business, our employees and our shareholders based on her significant and diverse experiences, skills, qualifications and viewpoints from, among other things:(since 2019)   •  extensive service as Executive Vice President and Chief Financial Officer and in other key leadership positions at The Goodyear Tire & Rubber Company, a manufacturing company of significant size;   Chart Industries, Inc. (former) (2008-2019)

Mr. Williams has been our Chairman of the Board since January 2016, and our Chief Executive Officer since February 2015. He was our Executive Vice President from August 2008 to February 2015 and our Operating Officer from November 2006 to February 2015.

Our Board believes that Mr. Williams will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

•  qualification as an audit committee financial expert as defined in the federal securities laws;

•  independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors;

•  proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and

•  high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism.

Director since 2016

JAMES R. VERRIER

Age: 56

Committees:  Audit Committee

          Human Resources and Compensation Committee

Now retired, Mr. Verrier served as a Board Advisor to BorgWarner, Inc. (powertrain solutions) from August 1, 2018 until his retirement on February 28, 2019. He previously served as Chief Executive Officer and Director of BorgWarner, Inc. from January 2013 until July 31, 2018, and President of BorgWarner from March 2012 until July 31, 2018.

Our Board believes that Mr. Verrier will effectively serve our Board of Directors, our business, our employees and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

•  service as a director, Chief Executive Officer and President of BorgWarner, Inc., a successful publicly-traded global automotive industry components and parts supplier of significant size;

•  prior service on another public company board;

•  independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors;

•  proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and

•  high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism.

Item 1 – Election of Directors

ANNUAL ELECTIONS; MAJORITY VOTING; NO CUMULATIVE VOTINGDirector Independence

Our Corporate Governance Guidelines require at least a majority of our Directors to be “independent” as defined in the listing standards established by the New York Stock Exchange. Our Board of Directors has also adopted standards for Director independence, which are set forth in our Independence Standards for Directors.

Of the twelve current members of our Board of Directors, ten are independent based on our Board of Directors’ consideration of the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors. In addition, each of the Audit Committee, the Corporate Governance and Nominating Committee and the Human Resources and Compensation Committee of our Board of Directors is composed entirely of independent Directors. As a result, independent Directors directly oversee critical matters such as our executive compensation program, our Corporate Governance Guidelines, policies and practices, the integrity of our financial statements and our internal controls over financial reporting.

Our Board of Directors has affirmatively determined that the following ten individuals who currently serve as Directors are independent: Jillian C. Evanko, Lance M. Fritz, Linda A. Harty, William F. Lacey, Kevin A. Lobo, Joseph Scaminace, Åke Svensson, Laura K. Thompson, James R. Verrier and James L. Wainscott.

Among other things, our Board of Directors does not consider a Director to be independent unless it affirmatively determines that the Director has no material relationship with us either directly or as a partner, shareholder or officer of an organization that has a relationship with us. Our Corporate Governance and Nominating Committee and our Board of Directors annually reviews and determines which of its members are independent based on the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors. During such review, our Corporate Governance and Nominating Committee and our Board of Directors broadly consider all facts and circumstances which they deem relevant, including any commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships between us and any of our Directors.

In fiscal year 2022, after considering the facts and circumstances applicable to each Director, our Board of Directors determined that Ms. Evanko and Messrs. Fritz, Lacey and Lobo served as executive officers of companies that have existing customer and/or supplier relationships with us. Our Corporate Governance and Nominating Committee and our Board of Directors further analyzed these relationships and found that each of Ms. Evanko and Messrs. Fritz, Lacey and Lobo does not receive any direct or indirect personal benefits as a result of these relationships, that the relationships were on ordinary course, competitive terms, and that the amounts paid to or by us under such relationships fell significantly below the threshold for independence provided in the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors. Our Board of Directors thus affirmatively concluded that each of Ms. Evanko and Messrs. Fritz, Lacey and Lobo is independent.

Annual Elections; Majority Voting; No Cumulative Voting

Our Amended and Restated Regulations provide for the annual election of our entire Board of Directors. Accordingly, each Director elected at this Annual Meeting of Shareholders will hold office until the next Annual Meeting of Shareholders and until his or her successor is elected.

Our Amended Articles of Incorporation provide for a majority voting standard in the annual election of our Directors. Accordingly, at each Annual Meeting of Shareholders, each candidate for Director is elected only if the votes “for” the candidate exceed the votes “against” the candidate, unless the number of candidates exceeds the number of Directors to be elected. If the number of candidates exceeds the number of Directors to be elected, then in that election the candidates receiving the greatest number of votes shall be elected. Abstentions and brokernon-votes shall not be counted as votes “for” or “against” a candidate, and shareholders are not able to cumulate votes in the election of Directors.

NEW ELECTIONSAND RETIREMENTSNew Elections and Departures

We had no new Director elections in fiscal year 2022. On October 24, 2018, Robert J. Kohlhepp, Klaus-Peter Műller and Wolfgang R. Schmitt27, 2021 Candy M. Obourn retired from our Board of Directors in accordance with the mandatory Director retirement provisions of our Corporate Governance Guidelines. Immediately prior to those retirements, Mr. Kohlhepp served on the Human Resources and Compensation Committee, Mr. Műller served on the Corporate Governance and Nominating Committee, and Mr. Schmitt served on the Audit Committee and the Corporate Governance and Nominating Committee.

Laura K. Thompson was identified as a potential Director candidate by a third-party search firm and was evaluated by management and our Corporate Governance and Nominating Committee. Upon our Corporate Governance and Nominating Committee’s recommendation and as permitted under our Amended and Restated Regulations, our Board of Directors elected Ms. Thompson to our Board of Directors on January 23, 2019 for a term expiring at this Annual Meeting of Shareholders. More detail and information on our Director recruiting, succession and refreshment process can be found under the caption “Director Selection and Nomination, Qualifications and Diversity.”Directors.

CORPORATE GOVERNANCE

BOARD OF DIRECTORSBoard and Committee Structure

MEETINGSAND ATTENDANCE; EXECUTIVE SESSIONS

During fiscal year 2019, there were nine meetings of our Board of Directors. Each Director attended at least 75% of the meetings held by our Board of Directors and the Committees of our Board of Directors on which he or she served.

We hold a regularly scheduled meeting of our Board of Directors in conjunction with our Annual Meeting of Shareholders. Directors are expected to attend the Annual Meeting of Shareholders absent an appropriate reason. All of the members of our Board of Directors at the time of our 2018 Annual Meeting of Shareholders attended that meeting.

In accordance with the listing standards of the New York Stock Exchange, ournon-management Directors are scheduled to meet regularly in executive sessions without management and, if required, our independent Directors will meet at least once annually. Additional meetings of ournon-management Directors may be scheduled from time to time when ournon-management Directors determine that such meetings are desirable. Ournon-management Directors met four times during fiscal year 2019.

NUMBER; CURRENT TERM; RELATIONSHIPS

Our Board of Directors presently consists of eleven members. The current term of each member of our Board of Directors expires at our 2019 Annual Meeting of Shareholders. Assuming the election of all of the Director nominees, we expect our Board of Directors to consist of eleven members after the 2019 Annual Meeting of Shareholders. None of our Directors are related to each other and no arrangements or understandings exist pursuant to which any Director was selected as a Director or Director nominee.

DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines require at least a majority of our Directors to be “independent” as defined in the listing standards established by the New York Stock Exchange. Our Board of Directors has also adopted standards for Director independence, which are set forth in our Independence Standards for Directors.

We strongly favor a governance structure that includes an independent Board of Directors. Of the eleven current members of our Board of Directors, nine are independent based on our Board of Directors’ consideration of the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors. In addition, in fiscal year 2019, each of the Audit Committee, the Corporate Governance and Nominating Committee and the Human Resources and Compensation Committee of our Board of Directors was composed entirely of independent Directors. As a result, our independent Directors directly oversee critical matters such as our executive compensation program for executive officers, our corporate governance guidelines, policies and practices, the integrity of our financial statements and our internal controls over financial reporting.

Our Board of Directors has affirmatively determined that the following nine individuals who currently serve as Directors are independent: Robert G. Bohn, Linda S. Harty, Kevin A. Lobo, Candy M. Obourn, Joseph Scaminace, Åke Svensson, Laura K. Thompson, James R. Verrier and James L. Wainscott.

Among other things, our Board of Directors does not consider a Director to be independent unless it affirmatively determines that the Director has no material relationship with us either directly or as a

Following its initial screening and evaluations, the Corporate Governance and Nominating

 Board Committees; Committee may seek additional information regarding, and may request interviews with any candidate it wishes to further pursue. Based on all information reviewed and interviews conducted, the Corporate Governance and Nominating Committee collectively determines whether to recommend the candidate to our entire Board of Directors.

The Corporate Governance and Nominating Committee, utilizing its robust and thoughtful approach to Director recruiting, succession and refreshment, has built an experienced, diverse and independent Board that provides significant oversight over our plans and strategies for growth, financial performance and shareholder value creation.

RISK MANAGEMENT

Management and our Board of Directors and its Committees are collectively engaged in identifying, overseeing, evaluating and managing the material risks facing our business to ensure that our strategies and objectives work to minimize such risks. Our Board of Directors has the ultimate responsibility to monitor the risks facing our business. Among other things, our Board of Directors reviews and discusses in detail, at least annually, our corporate strategy and annual operating plan, which covers significant strategic topics such as our key markets, operational priorities under The Win Strategy^™, strategic positioning, financial and operational outlooks, capital allocation, balance sheet strength, debt portfolio and positions, share repurchase activity, and dividend history and strategies. Our Board also maintains regular oversight of other key risk areas such as corporate strategy, management succession planning, cybersecurity, enterprise risk management, and environmental, social and governance matters.

Various members of our management are responsible for ourday-to-day risk management activities, including members of our Human Resources, Internal Audit and Compliance, Legal, Tax, Risk Management, Treasury, Finance, and Information Technology departments, and our internal Cyber Security Committee. Those individuals are charged with identifying, overseeing, evaluating and managing risks in their areas of responsibility and for ensuring that any significant risks are addressed with our Board or the appropriate Board Committees. The Committees of our Board of Directors are each responsible for the various areas of risk oversight as described in the “Committees of our Board of Directors” section of this Proxy Statement. Management and the Chair of the applicable Committee ensure that any significant risks are reported to and addressed with the entire Board of Directors. Our Lead Director and the other Committee Chairs ensure that risk management is a recurring agenda item for meetings of our Board and its Committees.

Management and our Board of Directors and its Committees also engage outside advisors where appropriate to assist in the identification, oversight, evaluation and management of the risks facing our business. These outside advisors include our independent registered public accounting firm, external legal counsel and insurance providers, and the independent executive andnon-employee Director compensation consultant retained by the Human Resources and Compensation Committee of our Board of Directors.

Our Board believes that its current level of independence, leadership structure and qualifications and diversity of its members facilitate the effective identification, oversight, evaluation and management of risk. Our Lead Director meets regularly with our other independent Directors without management to discuss current and potential risks and the means of mitigating those risks, and has the authority to direct and evaluate our risk management efforts.

Management and our Board of Directors and its Committees view the risk management role of our Board of Directors and its Committees, and their relationship with management in the identification, oversight, evaluation and management of risk, as paramount to the short-term viability and long-term