DEF 14A: Vertiv Holdings Co Announces 2024 Annual Meeting of Stockholders

Vertiv Holdings Co will hold its 2024 Annual Meeting of Stockholders virtually on June 19, 2024, to elect directors, approve executive compensation, and ratify the appointment of Ernst & Young LLP as the independent auditor.

Summary

• Vertiv Holdings Co will hold its 2024 Annual Meeting of Stockholders on June 19, 2024, at 11:00 a.m. Eastern Time, via live webcast.
• Stockholders of record as of April 22, 2024, are entitled to vote on the election of eleven directors, an advisory vote on executive compensation, and the ratification of Ernst & Young LLP as the independent auditor for the fiscal year ending December 31, 2024.
• The Board of Directors recommends voting FOR all director nominees and FOR the approval of executive compensation and the ratification of the independent auditor.
• In 2023, Vertiv achieved record financial results, with net sales rising 21% to approximately $6.9 billion, a record backlog of approximately $5.5 billion, operating profit increasing 290% to approximately $872 million, and adjusted free cash flow of approximately $778 million.
• The company's executive compensation program is designed to reward performance consistent with short-term and long-term goals, reflecting the business strategy and supporting long-term value delivery to stockholders.
• Vertiv is committed to responsible business initiatives, including ESG reporting, governance, efficient products and systems, responsible operations, and community engagement.

Sentiment

Score: 9

Explanation: The document expresses a highly positive sentiment due to the company's record financial performance, successful leadership transition, and commitment to responsible business initiatives. The focus on operational excellence and shareholder value creation further contributes to the positive outlook.

Positives

• Strong financial performance in 2023, with significant increases in net sales, backlog, operating profit, and adjusted free cash flow.
• Successful leadership transition to a new CEO.
• Commitment to operational excellence and execution.
• Focus on pay-for-performance in executive compensation.
• Strategic restricted stock equity awards for non-executives to incentivize achievement of financial metrics.
• Continued efforts to mitigate inflationary pressures and improve supply chain resiliency.
• Investment in research and development.
• Commitment to responsible business initiatives and ESG reporting.
• Increase in annual cash dividend and implementation of a share repurchase program.

Risks

• The document mentions geopolitical and macroeconomic uncertainty as a factor influencing strategic compensation-related actions.
• The company faces challenges related to inflationary pressures from material and labor costs.
• The company faces challenges related to supply chain challenges.

Future Outlook

The company is well-positioned for sustained shortand long-term growth and value creation for shareholders due to the cumulative efforts of employees, the pursuit of operational excellence, leadership, and customer and technology partnerships.

Management Comments

• 2023 was a year of operational and financial transformation, culminating in our strongest financial results in history and delivering on our commitments to our employees, customers and shareholders.
• We delivered profitable growth and improved cash flow, and repeatedly raised and exceeded financial guidance across key financial metrics over the course of the year.

Industry Context

The document highlights the increasing demands and acceleration that AI is presenting in the industry, leading to focused actions to improve operational and financial performance, enhance capacity, retain talent, and position the business for shortand long-term growth.

Comparison to Industry Standards

• The document references a peer group of companies in the technical products and services space, including Ametek, Celestica, Ciena, CommScope, First Solar, Hubbell, Itron, Juniper Networks, NCR, Legrand, ON Semiconductor, Regal Rexnord, and Sensata Technologies.
• It also mentions manufacturing and services companies from general industry with similar revenues, such as Carlisle Companies, Crane Co., Donaldson Co., Dover Corp., Fortive, Gates Industrial, Pentair, Rockwell Automation, and The Timken Company.

Management Changes

Related Party Transactions

• On August 8, 2023 the Vertiv Stockholder completed the sale of 20,000,000 shares of Class A common stock of the Company.
• The Company also purchased and sold goods in the ordinary course of business with affiliates of Platinum Equity Advisors, LLC ( Platinum Advisors ).
• On February 29, 2024, the Company completed the repurchase from the Vertiv Stockholder of all of the Vertiv Stockholders 7,955,215 remaining shares of our Class A common stock an aggregate of approximately $524.9 million, pursuant to the Companys previously announced $3 billion stock buyback program.

Stakeholder Impact

• The company's strong financial performance and strategic initiatives are expected to benefit shareholders through increased value creation.
• Employees are recognized and rewarded for their contributions through above-target bonuses and strategic equity awards.
• Customers benefit from innovative, highly efficient, and reliable products and services.
• The company's commitment to responsible business initiatives positively impacts communities and the environment.

Next Steps

• Stockholders are encouraged to vote their shares via the internet, telephone, or mail.
• The Board of Directors and Compensation Committee will consider the results of the say-on-pay vote in making future compensation decisions.
• The company will continue to advance its efforts with certain responsible business initiatives.
• The company will continue to innovate and develop products, services and solutions that help enable customers to meet their energy efficiency and environmental-related goals.

Key Dates

Keywords

Annual Meeting, Stockholders, Executive Compensation, Board of Directors, Financial Performance, Vertiv, Directors, Proxy Statement, Auditor