DEF 14A: Graham Corporation Announces Details for 2024 Annual Stockholders Meeting
Proxy Statement
Graham Corporation's proxy statement details the agenda for the 2024 Annual Meeting of Stockholders, including director elections, executive compensation, and auditor ratification.
Summary
- Graham Corporation has released its proxy statement for the Annual Meeting of Stockholders to be held virtually on August 20, 2024, at 9:00 a.m. Eastern Time.
- The meeting will address the election of two director nominees, an advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2025.
- Stockholders of record as of June 21, 2024, are eligible to vote.
- The Board of Directors recommends voting for the election of Lisa M. Schnorr and Daniel J. Thoren as directors, for the advisory vote on executive compensation, and for the ratification of Deloitte & Touche LLP.
- The proxy statement also includes information on corporate governance, executive compensation, director compensation, and related party transactions.
- Net sales for fiscal year 2024 were $185.5 million, an increase of 18% compared to fiscal year 2023.
- Net income for fiscal year 2024 was $4.6 million.
- Orders were a record $268.4 million.
Sentiment
Score: 7
Explanation: The document presents a positive outlook with increased sales and record orders, but also includes cautionary language about forward-looking statements and potential risks.
Positives
- Net sales for fiscal year 2024 increased by 18% compared to fiscal year 2023, reaching $185.5 million.
- The company achieved net income of $4.6 million for fiscal year 2024.
- Orders reached a record $268.4 million.
- The company successfully integrated P3 Technologies, LLC with the Barber-Nichols team.
- Approximately 95% of the votes cast were voted in favor of the compensation of our named executive officers at the 2023 annual meeting of stockholders.
Negatives
- The document does not explicitly state any negative aspects of the company's performance or outlook, but it does contain cautionary language regarding forward-looking statements and potential risks and uncertainties.
Risks
- The proxy statement contains forward-looking statements that are subject to risks, uncertainties, and assumptions.
- Actual results may vary materially from those currently anticipated due to various risk factors and uncertainties described in the company's Annual Report on Form 10-K and other reports filed with the SEC.
Future Outlook
The company's strategic plan focuses on diversification, increasing productivity, improving processes, and growing market share and profits in existing businesses.
Industry Context
Graham Corporation operates in the design and manufacture of mission-critical fluid, power, heat transfer, and vacuum technologies for the defense, space, energy, and process industries.
Related Party Transactions
- Barber-Nichols, the Company's wholly-owned subsidiary, is a party to two building lease agreements and two equipment lease agreements with Ascent Properties, LLC, a limited liability company of which Daniel J. Thoren holds a majority interest.
- During fiscal year 2024, lease payments made under these lease agreements was $1.0 million.
- As of March 31, 2024, the anticipated aggregate remaining payment obligations under the building and equipment lease agreements were approximately $5.8 million.
Stakeholder Impact
- The company is committed to embedding sustainability throughout its business and considering all stakeholders in its everyday actions.
- The company strives to use its capabilities, reach, and resources to make a lasting difference in the world.
- The company believes that investing in local communities to create positive social and economic outcomes is at the heart of generating social impact.
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 August 20, 2024.
- The Board and Compensation Committee will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.
Key Dates
| Date | Description |
|---|---|
| June 21, 2024 | Record date for the Annual Meeting |
| July 8, 2024 | Date of proxy statement |
| August 15, 2024 | Voting instructions are not received by 5:00 PM ET |
| August 20, 2024 | Annual Meeting of Stockholders |
| March 10, 2025 | Deadline for shareholder proposals for inclusion in 2025 proxy materials |
| April 22, 2025 | Earliest date for notice of business outside Rule 14a-8 for 2025 annual meeting |
| May 22, 2025 | Latest date for notice of business outside Rule 14a-8 for 2025 annual meeting |
| June 21, 2025 | Deadline for notice of intent to solicit proxies for director nominees |
Keywords
proxy statement, annual meeting, directors, executive compensation, Deloitte & Touche LLP, corporate governance, stockholders, Graham Corporation
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