AME.NYSEAmetek Inc/
DEF 14A: AMETEK, Inc. Announces Details for 2024 Annual Stockholders Meeting
Sentiment:
Proxy Statement
AMETEK, Inc. has released its proxy statement detailing proposals for the upcoming annual meeting of stockholders to be held on May 7, 2024.
Summary
- AMETEK, Inc. has filed its proxy statement for the 2024 Annual Meeting of Stockholders.
- The meeting will be held virtually on May 7, 2024, at 11:00 a.m. Eastern Time.
- Stockholders of record as of March 8, 2024, are entitled to vote.
- The proposals include the election of three directors, an advisory vote on executive compensation, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for 2024.
- The Board of Directors recommends voting 'FOR' all proposals.
- The proxy statement also provides information on corporate governance, executive compensation, and other important matters.
Sentiment
Score: 8
Explanation: The document presents a positive outlook for AMETEK, highlighting its strong performance, commitment to sustainability, and robust corporate governance practices. The Board's recommendations to vote 'FOR' all proposals further contribute to the positive sentiment.
Positives
- Stockholder approval of executive compensation has been strong, averaging approximately 95% support over the past 10 years.
- AMETEK has a robust framework of compensation governance, including stock ownership requirements and a clawback policy.
- The company is committed to sustainability and has made progress in reducing greenhouse gas emissions.
- AMETEK's innovative solutions are playing an important role in reducing carbon emissions, increasing renewable energy adoption, improving efficiency and productivity, and improving health and wellness outcomes.
- All of the named executive officers met the stock ownership guidelines as of December 31, 2023.
Risks
- The document mentions risks related to enterprise risks including strategic, operational, human capital, SEC reporting, compliance, cyber, reputational, and sustainability, including climate-related risks.
- The document mentions that the executive team demonstrated effective leadership amid a dynamic operating environment, skillfully navigating elevated interest rates, global supply chain challenges, and heightened inflation while delivering record results.
Future Outlook
AMETEK aims to deliver consistent and superior shareholder returns and position itself as a premier multi-industry company.
Management Comments
- AMETEKs mission is to solve our customers most complex challenges with differentiated technology solutions.
- Many of our solutions are creating a more sustainable future by supporting environmentally focused applications across our end markets.
Industry Context
AMETEK is a leading global provider of industrial technology solutions serving a broad set of customers in diverse and attractive niche markets.
Comparison to Industry Standards
- The compensation peer group includes companies such as Agilent Technologies, Illinois Tool Works, and Parker-Hannifin Corporation.
- The company benchmarks its executive compensation against the median pay levels of its compensation peer group and the general industry.
- The company's sustainability disclosure efforts are aligned with international sustainability frameworks such as the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosures (TCFD) frameworks.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Executive Vice PresidentChief Financial Officer | William J. Burke | TBD | April 2, 2024 | Retirement |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Director Compensation | For 2024, the target restricted stock award will be increased to $185,000 and the Lead Independent Director retainer will be increased to $35,000. The annual Board cash retainer and Committee Chair retainers will remain unchanged. | 2024 | Increased compensation for directors and lead independent director. |
Related Party Transactions
- We had no related party transactions in 2023.
- To our knowledge, no related party transactions are currently proposed.
Stakeholder Impact
- The company's performance and governance practices impact stockholders, employees, customers, suppliers, and the communities where it operates.
- The company's sustainability initiatives aim to create long-term value and a better future for all stakeholders.
Next Steps
- Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will hold its Annual Meeting of Stockholders on May 7, 2024.
- The Board and Compensation Committee will take into account the outcome of the advisory vote on executive compensation when making future decisions.
Key Dates
| Date | Description |
|---|---|
| 1930 | AMETEK has been listed on the New York Stock Exchange (NYSE) since 1930 and Ernst & Young LLP and its predecessor have served continuously as our independent auditors since our incorporation in 1930. |
| 1960 | Established in 1960, the AMETEK Foundation is the charitable giving arm of AMETEK, Inc. |
| January 1, 1997 | The Employees Retirement Plan provides retirement benefits to our U.S.-based salaried employees who commenced employment with us prior to January 1, 1997. |
| January 1, 2004 | 2004 Executive Death Benefit Plan was frozen to new participants. |
| November 2, 2017 | Mr. Zapico has served in the combined Chairman and CEO role since 2017 and the Compensation paid to our covered employees in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements that were in effect as of November 2, 2017 and not materially modified thereafter. |
| 2019 | AMETEK has established a greenhouse gas (GHG) emissions reduction goal to reduce our combined scope 1 and 2 emissions by 40%, normalized to sales, by 2035, from a 2019 baseline and Tod E. Carpenter has served as a Director since 2019. |
| January 1, 2020 | Emanuela Speranza served as Vice President and General Manager, International from January 2020 to December 2021. |
| January 2021 | Dean Seavers has been a Director of Albemarle Corporation since May 2018. He was a Director of Environmental Impact Acquisition Corp. from January 2021 to February 2022, James Hardie Industries plc from February 2021 to March 2022 and Pacific Gas & Electric Company from July 2020 to December 2022. |
| February 2021 | Mr. Conti was a Director of BioTelemetry, Inc. from May 2012 to February 2021. |
| April 1, 2022 | Ms. McClain is the President & CEO of J.M. Huber Corporation, a private company, since April 1, 2022. |
| January 1, 2022 | Emanuela Speranza was elected Chief Commercial Officer effective January 1, 2022 and David F. Hermance was elected President Electromechanical Group effective January 1, 2022. |
| March 2022 | Dean Seavers has been a Director of Albemarle Corporation since May 2018. He was a Director of Environmental Impact Acquisition Corp. from January 2021 to February 2022, James Hardie Industries plc from February 2021 to March 2022 and Pacific Gas & Electric Company from July 2020 to December 2022. |
| August 2023 | The Compensation Committee reviewed the composition of our compensation peer group in August 2023. |
| October 1, 2023 | The median employee was selected from all remaining employees, other than our CEO, employed by AMETEK on October 1, 2023. |
| November 2, 2023 | Under the Executive Compensation Recoupment Policy in Restatement Situations that was adopted on November 2, 2023 to comply with the requirements of Rule 10D-1 of the Exchange Act, as instituted through Paragraph 303A.14 of the Listing Standards Manual of the New York Stock Exchange (the Recoupment Policy), we are obligated, in the event that we have an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws, to seek to recover incentive-based compensation received by current and former executive officers based on the Companys attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, regardless of fault or misconduct, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results. |
| December 31, 2023 | As of December 31, 2023, all of our named executive officers met the stock ownership guidelines and the number of performance-based restricted stock units earned (131.50% of target) under the terms of the 2021 awards as certified by the Compensation Committee in early 2024. |
| January 8, 2024 | The following table shows the number of shares of common stock that the Directors and all executive officers as a group beneficially owned, and the number of deemed shares held for the account of the executive officers under the SERP, all as of January 8, 2024. |
| January 26, 2024 | Based on Schedule 13G/A filed on January 26, 2024, as of December 31, 2023, BlackRock, Inc. beneficially owned 17,317,217 shares of our common stock, with sole voting power over 15,536,888 shares and sole dispositive power over all the shares. |
| February 13, 2024 | Based on Schedule 13G/A filed on February 13, 2024, as of December 29, 2023, The Vanguard Group, Inc. beneficially owned 25,576,892 shares of our common stock, with shared voting power over 281,269 shares, sole dispositive power over 24,637,817 shares and shared dispositive power over 939,075 shares. |
| March 1, 2024 | The biographical information set forth below is as of March 1, 2024 and includes a description of each Directors background that supported the Boards consideration of that Director for nomination. |
| March 8, 2024 | Stockholders of record as of the close of business on March 8, 2024 are entitled to vote. |
| March 12, 2024 | Dated: March 12, 2024 |
| May 5, 2024 | Telephone and internet voting for registered stockholders will be available 24 hours a day, up until 11:59 p.m. Eastern Time on May 5, 2024 for shares held in the plans listed on the proxy card. |
| May 6, 2024 | Telephone and internet voting for registered stockholders will be available 24 hours a day, up until 11:59 p.m. Eastern Time on May 6, 2024 for shares held directly. |
| May 7, 2024 | The 2024 Annual Meeting of Stockholders of AMETEK, Inc. will be held on May 7, 2024 at 11:00 a.m. Eastern Time, as a virtual meeting at www.virtualshareholdermeeting.com/AME2024. |
| October 13, 2024 | To be timely for inclusion in our proxy materials for the 2025 Annual Meeting of Stockholders, notice must be received by the Corporate Secretary at our principal executive offices no earlier than the close of business on October 13, 2024. |
| November 12, 2024 | To be timely for inclusion in our proxy materials for the 2025 Annual Meeting of Stockholders, notice must be received by the Corporate Secretary at our principal executive offices no later than the close of business on November 12, 2024 and To be considered for inclusion in the proxy statement for the 2025 Annual Meeting of Stockholders, stockholder proposals other than Director nominations must be received at our executive offices no later than November 12, 2024. |
| January 7, 2025 | In accordance with our By-Laws, stockholders must give us notice relating to nominations for Director or proposed business to be considered at our 2025 Annual Meeting of Stockholders, other than in connection with a nomination for Director that is intended to be included in our proxy statement pursuant to our proxy access By-Laws as described below, no earlier than January 7, 2025. |
| February 6, 2025 | In accordance with our By-Laws, stockholders must give us notice relating to nominations for Director or proposed business to be considered at our 2025 Annual Meeting of Stockholders, other than in connection with a nomination for Director that is intended to be included in our proxy statement pursuant to our proxy access By-Laws as described below, no later than February 6, 2025. |
| 2026 | Class II: Directors whose terms continue until 2026 |
| 2025 | Class I: Directors whose terms continue until 2025 |
| 2027 | The nominees for election at this years meeting are Tod E. Carpenter, Karleen M. Oberton and Suzanne L. Stefany, who have been nominated to serve as Class III Directors and, if elected, will serve for three-year terms expiring at the 2027 Annual Meeting of Stockholders. |
| December 31, 2025 | The 2023 PRSU award features a three-year performance period, January 1, 2023 through December 31, 2025. |
| 2035 | AMETEK has established a greenhouse gas (GHG) emissions reduction goal to reduce our combined scope 1 and 2 emissions by 40%, normalized to sales, by 2035, from a 2019 baseline. |
Keywords
proxy statement, annual meeting, stockholders, executive compensation, corporate governance, board of directors, sustainability, election of directors, audit committee, AMETEK
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