TEREX CORP
For the period ended May 14, 2025. Filed Apr 1, 2025.
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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.
May 14, 2025 · Filed Apr 1, 2025
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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 S
Filed by a Party other than the Registrant£
Check the appropriate box:
| £ | Preliminary Proxy Statement |
|---|---|
| £ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| S | Definitive Proxy Statement |
| £ | Definitive Additional Materials |
| £ | Soliciting Material under § 240.14a-12 |
TEREX CORPORATION
(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):
| S | 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. |
Terex Corporation, 301 Merritt 7, Norwalk, Connecticut 06851
DEAR FELLOW STOCKHOLDERS
April 1, 2025
It is my pleasure, along with our Board of Directors, to invite you to the 2025 Annual Meeting of Stockholders of Terex Corporation (“Terex” or the “Company”), which will be held virtually on May 14, 2025, at 10:00 a.m. Eastern Time (the “Annual Meeting”). Details regarding the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Stockholders (“Notice”).
On behalf of the management team and our Board of Directors, I want to thank you for being a Terex stockholder. Due to the efforts of our talented team members and the loyalty of our customers, Terex was able to achieve net sales of $5.1 billion and operating margins of over 10% in 2024. Terex also successfully strengthened its portfolio through the acquisition of Environmental Solutions Group in October, the largest acquisition in the Company’s history. This acquisition establishes Terex as a leader in the growing waste and recycling market, reduces the Company’s cyclicality, and creates tangible synergies across the Company while accelerating long-term growth.
We value your investment and your input. Whether or not you plan to attend the Annual Meeting, your vote is important, and we encourage you to vote promptly by following the instructions provided in the Notice.
Thank you for your continuous support. We hope that you can join us at the Annual Meeting.
Sincerely,
David A. SachsNon-Executive Chairman of the Board of Directors
| Terex Corporation, 301 Merritt 7, Norwalk, Connecticut 06851 | ||
|---|---|---|
| NOTICE OF ANNUAL MEETING | MEETING INFORMATION | |
| OF STOCKHOLDERS | May 14, 202510:00 a.m. Eastern TimeVirtual Meetingwww.virtualshareholdermeeting.com/terex2025 | |
| April 1, 2025 | ||
| This year’s Annual Meeting of Stockholders of Terex Corporation will be held on Wednesday, May 14, 2025, at 10:00 a.m. Eastern Time. We are pleased to announce that this year’s Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted live via the internet. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/terex2025. At the Annual Meeting we will consider the matters listed under “Agenda”, which are described more fully in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The Board of Directors of the Company has fixed the close of business on March 20, 2025 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting.On or about April 1, 2025, we will be mailing our Notice of Internet Availability of Proxy Materials to most of our stockholders, which contains instructions for our stockholders’ use of this process, including how to access our 2025 Proxy Statement and 2024 Annual Report, and how to vote online. If you received only a Notice of Internet Availability of Proxy Materials this year, the Notice contains instructions on how you may receive a paper copy of the Proxy Statement and Annual Report. Every stockholder’s vote is important. While all stockholders are invited to attend the Annual Meeting virtually via the internet, we urge you to vote whether or not you will be present at the Annual Meeting. You may vote by telephone, mobile device or via the internet. If you received a paper copy of the proxy card by mail, you may complete, date and sign the proxy card and return it in the envelope provided. No postage is required if the proxy card is mailed in the United States. You may withdraw your proxy or change your vote at any time before your proxy is voted, either by voting at the Annual Meeting, by later-dated proxy, by telephone or mobile device or via the internet. | ||
| AGENDA | ||
| 1.To elect eight (8) directors of the Company to hold office for one year or until their successors are duly elected and qualified.2.To hold an advisory vote to approve the compensation of the Company’s named executive officers.3.To ratify the selection of KPMG LLP as the independent registered public accounting firm for the Company for 2025.4.To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. | ||
| By Order of the Board of Directors, | ||
| Scott PosnerSenior Vice President, Secretary and General Counsel | ||
| PLEASE VOTE YOUR SHARES: | |||
|---|---|---|---|
| We encourage shareholders to vote promptly, as this will save the expense of additional proxy solicitation. You may vote in the following ways: | |||
| BY INTERNETVote online at www.ProxyVote.com | BY TELEPHONE Call the number included on your proxy card or notice | BY MAIL Mail your signed proxy or voting instruction form | BY MOBILE DEVICE Scan this QR codeto vote with your mobile device |
| PROXY SUMMARY | 1 |
|---|---|
| 2025 Annual Meeting of Stockholders Information | 1 |
| Quick Facts and Financial Highlights | 1 |
| Corporate Governance Highlights | 1 |
| Terex Way Values and Sustainability | 3 |
| General Information About the Annual Meeting and Voting | 4 |
| How to Vote | 5 |
| Annual Meeting Agenda and Voting Recommendations | 5 |
| DIRECTORS AND GOVERNANCE | 6 |
| Proposal 1: Election of Directors | 6 |
| Director Nominees for Election at the Annual Meeting | 6 |
| Summary of Director Skills, Experience & Attributes | 10 |
| Recent Changes in Board Membership | 11 |
| Director Onboarding and Continuous Education | 11 |
| Board, Committee and Director Evaluations | 11 |
| Director Independence | 11 |
| Corporate Governance Principles | 13 |
| Code of Ethics and Conduct | 13 |
| Board Meetings | 13 |
| Board Leadership Structure | 13 |
| Board's Role in Risk Oversight | 14 |
| Board Committees | 14 |
| Board Committee Membership and Roster | 14 |
| Audit Committee | 15 |
| Roles and Responsibilities | 15 |
| Compensation and Human Capital (CHC) Committee | 16 |
| Roles and Responsibilities | 16 |
| Compensation Risk Assessment | 16 |
| Interlocks and Insider Participation | 16 |
| Governance, Nominating and Corporate Responsibility (GNCR) Committee | 17 |
| Roles and Responsibilities | 17 |
| Director Nomination/Selection | 17 |
| Certain Relationships and Related Transactions | 18 |
| Communicating with the Board of Directors | 18 |
| Director Compensation | 18 |
| Security Ownership of Certain Beneficial Owners and Management | 20 |
| COMPENSATION | 21 |
|---|---|
| Proposal 2: Advisory Vote to Approve the Compensation of the Named Executive Officers | 21 |
| Compensation Discussion and Analysis | 21 |
| Overview | 21 |
| Executive Compensation Program | 24 |
| Executive Compensation Practices | 25 |
| Executive Compensation Components | 27 |
| Short-Term Compensation | 27 |
| Long-Term Incentive Compensation | 31 |
| Post-Employment Compensation | 33 |
| Compensation and Human Capital Committee Report | 33 |
| Executive Officers | 34 |
| Executive Compensation Tables | 35 |
| Summary Compensation Table | 35 |
| Grants of Plan-Based Awards | 36 |
| Outstanding Equity Awards at Fiscal Year-End | 37 |
| Option Exercises and Stock Vested | 41 |
| Nonqualified Deferred Compensation | 41 |
| Potential Payments Upon Termination or Change in Control | 42 |
| Equity Compensation Plan Information | 46 |
| CEO Pay Ratio | 46 |
| Pay Versus Performance | 46 |
| AUDIT | 50 |
| Proposal 3: Ratification of Independent Registered Public Accounting Firm | 50 |
| Audit Committee Report | 51 |
| OTHER IMPORTANT INFORMATION | 52 |
| APPENDIX A | 53 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.