REGAL REXNORD CORP
For the period ended Apr 28, 2026. Filed Mar 18, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 28, 2026 · Filed Mar 18, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 |
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| CHECK THE APPROPRIATE BOX: | |
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| ☐ | 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 |
Regal Rexnord Corp
(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 ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Dear Fellow Regal Rexnord Shareholder:I am pleased to invite you to our Annual Meeting of Shareholders, which will be held on Tuesday, April 28, 2026 at 8:00 a.m. local time in the Riverway Auditorium located on the first floor of 6133 N. River Road, Rosemont, Illinois 60018.At this year’s meeting, you will be asked to vote on the three proposals listed in the enclosed Notice of Annual Meeting. Please take the time to review the information on each of the proposals contained inside the Proxy Statement. The Board of Directors unanimously recommends that you vote FOR each of the proposals.On behalf of management and our Board of Directors, I want to thank you for your continued support and confidence in Regal Rexnord. 2025 was a year of significant acceleration Regal Rexnord’s organic growth initiatives, including leveraging voice of the customer to develop new products and solutions that address relevant customer needs. One particular focus is selling our components as integrated solutions because it allows us to deliver greater quality, reliability, energy-efficiency, and performance for our customers. A standout example of our solutions growth strategy gaining momentum is our recently launched electrical pod, or “E-Pod” solution, for the data center market. Our E-Pods draw on our proven portfolio of electrical power and thermal management products to create custom, modular, scalable, turnkey solutions that help customers accelerate the pace of data center construction in the face of strong, AI-driven demand. We also see strong growth prospects in many other parts of our portfolio. A few notable examples include humanoid robot solutions, which can control motion in a majority of a robot’s joints; electromechanical actuator solutions, which provide precise motion control on electric vertical take-off and landing or “eVTOL” aircraft; industrial powertrains, which integrate motors and the highly-engineered components that connect the motor to whatever it is powering into more efficient sub-systems; and our integrated motor-impeller air moving solutions, which support energy-efficient thermal management in a wide range of applications, including data centers.I am proud of all that our Regal Rexnord team has accomplished in 2025, but even more excited about the many opportunities for value creation that lie ahead of us, supported by the talent and engagement of our one global team. Regal Rexnord is about to enter a new chapter with our upcoming CEO transition. I want to express my sincere gratitude for the privilege of leading this exceptional company over the past seven years. It has been an honor to work alongside our talented associates and to help drive our transformation. This is an exciting moment in our journey, and I am confident that our new leadership will build on this foundation and guide Regal Rexnord to even greater achievements. On behalf of our Board of Directors and the entire Company, we thank you for your share ownership in Regal Rexnord.Very truly yours,
Louis V. PinkhamChief Executive Officer
| 2026 Proxy Statement ó | 1 |
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| To Be Held April 28, 20268:00 a.m. Central Daylight TimeRiverway Auditoriumlocated on the first floor of 6133 N. River RoadRosemont, Illinois 60018 | NOTICEOF 2026 ANNUALMEETING OFSHAREHOLDERS |
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| To the Shareholders of Regal Rexnord Corporation:You are hereby notified that the 2026 Annual Meeting of Shareholders of Regal Rexnord Corporation (the “Annual Meeting”) will be held in the Riverway Auditorium located on the first floor of 6133 N. River Road, Rosemont, Illinois 60018, on Tuesday, April 28, 2026 at 8:00 a.m., Central Daylight Time, for the following purposes:1.To elect eleven directors for terms expiring at the 2027 Annual Meeting of Shareholders.2.To consider a shareholder advisory vote on the compensation of our named executive officers as disclosed in the accompanying proxy statement.3.To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026.4.To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.Our Board of Directors has fixed the close of business on March 9, 2026 as the record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting.We are furnishing our proxy materials to our shareholders over the Internet using “Notice and Access” delivery. This process expedites the delivery of proxy materials, maintains convenient access to the proxy materials by our shareholders, and provides clear instructions for receiving proxy materials and voting your shares. Certain shareholders may receive a printed copy of our proxy materials. |
| 2 | ó 2026 Proxy Statement |
On or about March 18, 2026, we mailed to our shareholders the Notice of Internet Availability of Proxy Materials. That Notice contains instructions on how to access our 2026 Proxy Statement and Annual Report for the fiscal year ended December 31, 2025 (the “Annual Report”) and how to vote online. In addition, the Notice of Internet Availability of Proxy Materials contains instructions on how our shareholders can (i) receive a paper copy of the Proxy Statement and Annual Report, if the shareholder received only a Notice of Internet Availability of Proxy Materials this year, or (ii) elect to receive their Proxy Statement and Annual Report only over the Internet, if the shareholder received them by mail this year.
We hope that you will be able to attend in person, but if you are unable to do so, it is important that your shares are represented at the Annual Meeting. You may vote your shares at the website identified in the Notice of Internet Availability of Proxy Materials or via the toll-free telephone number identified in that Notice. If you received a paper copy of the proxy card by mail, then you may sign and date the proxy card and return it by mail in the envelope provided. The Notice of Internet Availability of Proxy Materials contains instructions for use of all three methods of voting. If, for any reason, you should subsequently change your plans, you may, of course, revoke or update your proxy at any time before it is actually voted.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 2026.
The proxy statement and proxy card, as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available online at www.proxyvote.com, free of charge. Please carefully review the proxy materials and follow the instructions to promptly cast your vote.
By Order of the Board of Directors
REGAL REXNORD CORPORATION
Hugo Dubovoy, Jr.
Executive Vice President, General Counsel & Corporate Secretary
March 18, 2026
| 2026 Proxy Statement ó | 3 |
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TABLE OF CONTENTS
| PROXY SUMMARY | 5 | DIRECTOR COMPENSATION | 71 | |
| PROXY STATEMENT | 11 | REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE | 72 | |
| COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 12 | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 73 | |
| PROPOSAL 1 | 15 | |||
| REPORT OF THE AUDIT COMMITTEE | 74 | |||
| BOARD OF DIRECTORS | 22 | |||
| PROPOSAL 3 | 75 | |||
| STOCK OWNERSHIP | 30 | |||
| OTHER MATTERS | 77 | |||
| PROPOSAL 2 | 32 | |||
| SHAREHOLDER PROPOSALS | 78 | |||
| COMPENSATION DISCUSSION AND ANALYSIS | 33 | EXHIBIT A - NON-GAAP RECONCILIATION | 79 | |
| EXECUTIVE COMPENSATION | 53 | |||
| 4 | ó 2026 Proxy Statement |
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