UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
SNAP-ON INCORPORATED
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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| (2) | Aggregate number of securities to which the transaction applies: |
| (3) | Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of the transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
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| (4) | Date Filed: |
ADDITIONAL INFORMATION REGARDINGSNAP-ON INCORPORATED’S 2020 ANNUAL MEETING OF SHAREHOLDERS ON APRIL 23, 2020
The following notice, dated April 6, 2020 (the “Supplement”), regarding change of location and time ofSnap-on Incorporated’s (the “Company”) 2020 Annual Meeting of Shareholders to be held on Thursday, April 23, 2020 (the “Annual Meeting”), is being furnished in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting, and supplements and should be read in conjunction with the Company’s proxy statement, dated March 11, 2020. The Supplement is being made available to the Company’s shareholders on or about April 6, 2020.
2801 80th Street
Kenosha, Wisconsin 53143
Notice regarding change of location and time of
the 2020 Annual Meeting of Shareholders
April 6, 2020
Dear Shareholder:
Due to the public health impact of the coronavirus(COVID-19) and to support the health and well-being of its shareholders and other attendees, as well as their families and communities,Snap-on Incorporated will move in 2020 from the originally plannedin-person Annual Meeting of Shareholders at the Company’s headquarters to a virtual meeting.
The Annual Meeting will continue to be held on Thursday, April 23, 2020, but will now occur at 11:30 a.m. Central Time in a virtual meeting format only, via live webcast. Individuals will not be able to attend the Annual Meeting in person. Shareholders as of the close of business on February 24, 2020, the record date for the Annual Meeting, with a control number will have the opportunity to participate in the vote during the virtual annual meeting.
The Annual Meeting can be accessed directly atwww.meetingcenter.io/216067983 or on the Company’s website atwww.snapon.com/EN/Investors/Investor-Events. To login to the Annual Meeting as a shareholder, individuals must enter the control number printed on the proxy card that accompanied the proxy materials sent to the shareholder. The password for the meeting is SNA2020. The proxy card included with the proxy materials previously distributed will not be updated to reflect the change in location and time of the Annual Meeting, and may continue to be used.
If your shares of the Company’s common stock are held through an intermediary, such as a bank or broker, advance registration is required if you intend to vote during the virtual meeting. To register, please submit proof of proxy power (legal proxy) related to shares of the Company’s common stock, such as ane-mail from a broker or an image of the legal proxy, along with the shareholder’s name and email address, to Computershare at legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 4:00 p.m. Central Time, on April 21, 2020.
Individuals interested in attending the virtual meeting that do not have a control number or are not a shareholder, may attend as a guest but will not have the option to participate in the vote.
The Company recommends that shareholders vote in advance of the Annual Meeting by voting either through the internet, by telephone, or by returning a completed proxy card.
As a reminder, this year’s meeting is being held for the following purposes:
| 1. | to elect 10 directors to each serve aone-year term ending at the 2021 Annual Meeting; |
| 2. | to ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2020; |
| 3. | to hold an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and “Executive Compensation Information” in the Proxy Statement; and |
| 4. | to transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Due to the change in format, only the formal business listed above will be conducted at the Annual Meeting.
The Company anticipates holding its 2021 Annual Meeting of Shareholders in person.
If you have any questions or comments, please direct them toSnap-on Incorporated, Investor Relations, 2801 80th Street, Kenosha, Wisconsin 53143, ore-mail them to InvestorRelations@snapon.com.
We always appreciate your interest inSnap-on and thank you for your continued support.
Best regards,
Richard T. Miller
Vice President, General Counsel and Secretary