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ALAMO GROUP INC

For the period ended May 8, 2025. Filed Mar 13, 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 8, 2025 · Filed Mar 13, 2025

ALG$133.70-2.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

ALAMO GROUP INC.

(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 the appropriate box):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Alamo Group Inc. | 1627 East Walnut Street | Seguin, Texas 78155

Dear Fellow Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Alamo Group Inc. The Annual Meeting will be held in a virtual-only format on Thursday, May 8, 2025, at 9:00 a.m. Central Daylight Time.

HOW TO ATTEND THE 2025 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

To attend the Annual Meeting you will need to visitwww.virtualshareholdermeeting.com/ALG2025, and you will be required to enter the control number found on your proxy notice or proxy card you previously received. In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders on the internet. You will not receive a printed copy of the proxy materials, unless you specifically request such a copy. Instead, on or about March 13, 2025, we will mail to our stockholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials and annual report on the internet. We believe the furnishing of these materials electronically is more efficient, reducing costs and environmental impacts. The Notice Regarding the Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials and how to request paper copies of materials if you wish. The Notice Regarding the Availability of Proxy Materials will also instruct you as to how you may submit your proxy vote on the internet. Our Proxy Statement and 2024 Annual Report to stockholders are available at the website referenced in the Notice Regarding Internet Availability of Proxy Materials and on our website at https://www.alamo-group.com/investor-relations/ at the link to 2025 Annual Meeting Information as well as under the Financial Reports link.

If you have difficulty accessing the Annual Meeting through the Annual Meeting Website, please call technical support at the telephone number on the login page for the Annual Meeting and a representative will be available to assist you. A list of stockholders entitled to vote at the Annual Meeting will be available during the entire time of the Annual Meeting at the Annual Meeting Website. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

Stockholders of record as of the close of business on March 10, 2025, the record date for the Annual Meeting, will be afforded the same rights and opportunities to vote, ask questions, and participate as they would at an in-person meeting. Once you have entered the virtual Annual Meeting platform, you will be able to type and submit your questions by using the applicable field provided in the web portal before the polls close. You or your proxy holder may participate, vote, and ask questions at the virtual Annual Meeting subject to our Annual Meeting rules and procedures. We will post the Rules for Conduct for the Annual Meeting to our Investor Relations website at https://www.alamo-group.com/investor-relations/ at the link to 2025 Annual Meeting Information no later than one week prior to the Annual Meeting date, and will also make them available during the Annual Meeting through the virtual meeting platform. During the Annual Meeting, the Company will receive questions that are pertinent to the Company and the official business of the Annual Meeting subject to time constraints. Only stockholders with a valid control number will be allowed to ask questions.

Stockholders are encouraged to login to the virtual Annual Meeting several minutes prior to the start time in order to leave enough time to confirm the connection is sufficient to access the virtual meeting site and to allow sufficient time to get familiar with the virtual meeting features. Technical support will also be available during the Annual Meeting. If any stockholder experiences technical difficulty, please call technical support at the telephone number available on the Annual Meeting Website and a representative will be available to assist.

Your vote is very important. Whether or not you expect to attend the virtual Annual Meeting and regardless of the number of shares you own, please promptly vote by telephone or over the internet or by completing, signing, dating and returning your proxy card, if you have requested that a paper copy of proxy materials be mailed to you. Even if you vote in advance, you are still entitled to attend the virtual Annual Meeting and vote at the meeting. If you vote at the meeting, that vote will have the effect of revoking any prior vote.

Thank you for your support.

Richard W. Parod

Independent Chair of the Board of Directors

March 13, 2025

Alamo Group Inc. | 1627 East Walnut Street | Seguin, Texas 78155

Notice of Annual Meeting

of Stockholders

WHEN May 8, 2025 at 9:00 a.m. Central Daylight Time

WHERE Virtual-only format

Stockholders who do not expect to attend the virtual Annual Meeting are urged to vote by telephone or over the internet or by completing, signing, dating and returning the proxy card enclosed in the proxy materials, if you have requested that paper proxy materials be mailed to you.

TO THE STOCKHOLDERS OF ALAMO GROUP INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Alamo Group Inc. (the “Company”) will be held in a virtual-only format on Thursday, May 8, 2025, at 9:00 a.m. Central Daylight Time, for the following purposes:

VOTING MATTERS

1To elect the eight (8) directors named in the proxy materials to the Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified;
2To approve the compensation of the Company's named executive officers ("NEOs") on an advisory basis (the "say-on-pay proposal");
3To approve the Alamo Group Inc. 2025 Incentive Stock Option Plan;
4To ratify the Audit Committee’s appointment of KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2025; and
5To transact such other business as may properly come before the meeting or any adjournment thereof.

In accordance with the Bylaws of the Company, the Board of Directors fixed the record date for the meeting as March 10, 2025. Only stockholders of record at the close of business on that date will be entitled to vote at the meeting or any adjournment thereof.

A complete list of stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be open to examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten business days prior to the meeting, commencing April 23, 2025, at the Company's office at 1627 East Walnut Street, Seguin, Texas 78155.

By Order of the Board of Directors,

Edward T. Rizzuti

Secretary

Dated: March 13, 2025

Table of Contents

PROXY SUMMARY1
GENERAL INFORMATION6
Voting and Proxies6
Votes Required to Approve a Proposal7
Beneficial Ownership of Our Common Stock7
PROPOSAL 1 - ELECTION OF DIRECTORS10
Nominees for Election to the Board of Directors11
Information Concerning Directors17
CORPORATE GOVERNANCE19
Board Committee Roles and Responsibilities19
Board Leadership Structure20
The Board's Role in Strategic and Risk Oversight21
Board Oversight of Sustainability Matters22
Code of Business Conduct and Ethics22
Stock Ownership Guidelines22
Prohibition on Hedging and Pledging23
Insider Trading Policy23
Shareholder Engagement23
Sustainability24
Other Corporate Governance Highlights25
Certain Relationships and Related Transactions25
Compensation Committee Interlocks and Insider Participation26
Report of the Audit Committee27
EXECUTIVE COMPENSATION28
Compensation Discussion and Analysis28
Introduction28
2024 Company Performance Highlights29
Stockholder Returns30
Executive Compensation Philosophy and Objectives30
Compensation and Governance Practices31
Compensation Committee Responsibilities and Consultant Independence32
Benchmarking and Market Alignment of Executive Compensation32
Role of the CEO and the Compensation Committee in Compensation Decisions33
Components of Executive Compensation33
Other Compensation Elements43
Compensation Committee Report45
2024 Summary Compensation Table46
Employment Agreements47
2024 Grants of Plan-Based Awards47
Outstanding Equity Awards at 2024 Fiscal Year-End49
Option Exercises and Stock Vested in 202450
2024 Pension Benefits50
Potential Payments Upon Termination or Change in Control51
Practices Related to the Grant of Certain Equity Awards54
CEO Pay Ratio Disclosure54
Pay Versus Performance55
Director Compensation During 202459
PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION60
PROPOSAL 3 - APPROVAL OF THE ALAMO GROUP INC. 2025 INCENTIVE STOCK OPTION PLAN62
PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS67
APPENDIX I71
APPENDIX II72
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.