DEF 14A: Regal Rexnord Corporation Announces Details for 2024 Annual Meeting of Shareholders
Proxy Statement
Regal Rexnord Corporation will hold its 2024 Annual Meeting of Shareholders on April 23, 2024, to vote on director elections, executive compensation, and auditor ratification.
Summary
- Regal Rexnord Corporation is holding its Annual Meeting of Shareholders on April 23, 2024, in Rosemont, Illinois.
- Shareholders will vote on three proposals: electing ten directors, providing an advisory vote on executive compensation, and ratifying Deloitte & Touche LLP as the independent auditor for the year ending December 31, 2024.
- The Board of Directors recommends voting FOR all proposals.
- In 2023, Regal Rexnord nearly doubled its adjusted Free Cash Flow to a record $683 million and raised its Gross Margin by 110 basis points to 33.1%.
- The company completed its acquisition of Altra Industrial Motion Corp. and agreed to sell its non-core industrial motors and generators businesses for $400 million, expected to close in the first half of 2024.
Sentiment
Score: 7
Explanation: The document presents a positive outlook with strong financial results and strategic initiatives, but acknowledges challenging market conditions, resulting in a moderately positive sentiment.
Positives
- Regal Rexnord delivered strong performance in 2023, with record adjusted Free Cash Flow and improved Gross Margin.
- The company completed a strategic acquisition and is divesting non-core assets.
- Shareholders have the right to call special meetings and proxy access rights.
- The board is diverse, with female and racially/ethnically diverse directors.
- The company is committed to sustainability, tracking progress toward net-zero goals.
Future Outlook
The company expects to close the sale of its non-core industrial motors and generators businesses in the first half of 2024 and anticipates continued transformation into a faster-growing, higher-margin, more cash-generative enterprise.
Management Comments
- In 2023, Regal Rexnord delivered another year of very strong performance.
- Our 2023 actions accelerated our ongoing transformation into a faster-growing, higher-margin, more cash generative, and higher-return enterprise, which pressured our top line performance.
Industry Context
The document highlights Regal Rexnord's strategic moves, including acquisitions and divestitures, which are common strategies in the industrial sector to optimize portfolios and improve financial performance.
Comparison to Industry Standards
- The document mentions benchmarking executive compensation against a peer group of global corporations of similar size, value, and complexity.
- The peer group includes companies like AMETEK, Brunswick, Carlisle, Dover, EMCOR, Hubbell, Ingersoll Rand, Leggett & Platt, Lennox, Masco, Owens Corning, Parker-Hannifin, Rockwell Automation, Snap-On, Stanley Black & Decker, Timken, Trane Technologies, Westinghouse Air Brake Technologies, and Xylem.
- These companies are generally in the industrial manufacturing and technology sectors, providing a relevant comparison for Regal Rexnord's performance and compensation practices.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Executive Vice President and Secretary | Thomas E. Valentyn | TBD | First half of 2024 | Retirement |
Stakeholder Impact
- Shareholders are encouraged to participate in the voting process.
- Employees may be impacted by the company's strategic initiatives and financial performance.
- Customers and suppliers may be affected by the company's acquisitions and divestitures.
Next Steps
- Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will proceed with the Annual Meeting on April 23, 2024.
- The company expects to close the sale of its non-core industrial motors and generators businesses in the first half of 2024.
Key Dates
| Date | Description |
|---|---|
| 2002 | Deloitte & Touche LLP began serving as the independent registered public accounting firm. |
| 2005 | Curtis W. Stoelting joined the board of directors. |
| 2007 | Rakesh Sachdev joined the board of directors. |
| 2010 | Stephen M. Burt joined the board of directors. |
| 2014 | Anesa T. Chaibi joined the board of directors. |
| 2015 | Rakesh Sachdev became a director of Edgewell Personal Care Company. |
| 2017 | Regal Rexnord's Amended and Restated Bylaws featured proxy access. |
| 2019 | Louis V. Pinkham joined Regal Rexnord as CEO; Jan A. Bertsch and Michael F. Hilton joined the board of directors; Rakesh Sachdev became Chairman of the Board. |
| 2020 | Michael P. Doss became a director of Sealed Air Corporation. |
| 2021 | Theodore D. Crandall and Robin A. Walker-Lee joined the board of directors; Rakesh Sachdev became a director of Herc Holdings. |
| 2022 | Michael P. Doss joined the board of directors; Rakesh Sachdev became the interim Chief Executive Officer of Axalta Coating Systems. |
| March 2022 | The Board formed a Transaction Committee to assist with the Altra Industrial Motion Corp. acquisition. |
| January 2022 | The Corporate Governance, Sustainability and Director Affairs Committee assumed responsibility for day-to-day oversight of ESG matters. |
| 2023 | Michael F. Hilton became a director of JELD-WEN Holding, Inc. |
| April 2023 | The Transaction Committee was dissolved. |
| March 1, 2024 | Record date for determining shareholders entitled to notice of and to vote at the annual meeting. |
| March 13, 2024 | Mailing date of the Notice of Internet Availability of Proxy Materials. |
| April 23, 2024 | Date of the 2024 Annual Meeting of Shareholders. |
| October 14, 2024 | Earliest date for receipt of shareholder director nominations for the 2025 annual meeting pursuant to the proxy access bylaw provision. |
| November 13, 2024 | Deadline for receipt of shareholder director nominations for the 2025 annual meeting pursuant to the proxy access bylaw provision and for shareholder recommendations for director nominees. |
| January 2, 2025 | Start of the period for submitting shareholder proposals (other than pursuant to Rule 14a-8) for the 2025 annual meeting. |
| January 27, 2025 | End of the period for submitting shareholder proposals (other than pursuant to Rule 14a-8) for the 2025 annual meeting and deadline for providing notice of intent to solicit proxies in support of director nominees other than the Company's nominees. |
Keywords
Annual Meeting, Shareholders, Proxy Statement, Directors, Executive Compensation, Auditor, Regal Rexnord, Governance, Sustainability, Altra Industrial Motion
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