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BELDEN INC

For the period ended May 23, 2024. Filed Apr 9, 2024.

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About this filing

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 23, 2024 · Filed Apr 9, 2024

BDC$97.83+1.6%Stored close · as of Nov 6, 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 Registranto

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))
þDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

BELDEN 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):

þNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1)Title of each class of securities to which transaction applies:
2)Aggregate number of securities to which transaction applies:
3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4)Proposed maximum aggregate value of transaction:
5)Total fee paid:
oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)Amount Previously Paid:
2)Form, Schedule or Registration Statement No.:
3)Filing Party:
4)Date Filed:

BELDEN LET’S BUILD THE FUTURE 2023 PROXY STATEMENT AND NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

April 9, 2024

Dear Stockholder:

I am pleased to invite you to our 2024 Annual Stockholders’ Meeting. We will hold the meeting at 12:30 p.m. central time on Thursday, May 23, 2024 at the Four Seasons Hotel Saint Louis, Laclede Room, 6 th Floor at 999 North 2 nd Street, Saint Louis, Missouri.

On April 9, 2024, we began mailing our stockholders a notice containing instructions on how to access our 2024 Proxy Statement and 2023 Annual Report and how to vote online. The notice also included instructions on how to receive a paper copy of your annual meeting materials, including the notice of annual meeting, proxy statement and proxy card. If you received your annual meeting materials by mail, the notice of annual meeting, proxy statement and proxy card from our Board of Directors were enclosed. If you received your annual meeting materials via e-mail, the e-mail contained voting instructions and links to the annual report and the proxy statement on the Internet, which are both available at http://investor.belden.com/investor-relations/financial-information/latest-financials/default.aspx.

The agenda for this year’s annual meeting consists of the following items:

AGENDA ITEMBOARDRECOMMENDATION
1.Election of the directors nominated by the Company’s Board of DirectorsFOR ALL NOMINEES
2.Ratification of the appointment of Ernst & Young as the Company’s Independent Registered Public Accounting Firm for 2024FOR
3.Advisory vote on executive compensation for 2023FOR

Please refer to the proxy statement for detailed information on the proposals and the annual meeting. Your participation is appreciated.

Sincerely, Ashish ChandPresident and Chief Executive Officer

BELDEN INC.

1 North Brentwood Boulevard, 15th Floor

Saint Louis, Missouri 63105

314-854-8000

NOTICE OF 2024 ANNUAL STOCKHOLDERS’ MEETING

AGENDA1.To elect the directors nominated by the Company’s Board of Directors, each for a term of one year2.To ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for 20243.To hold an advisory vote on executive compensation for 20234.To transact any other business as may properly come before the meeting (including adjournments and postponements)WHO CAN VOTEYou are entitled to vote if you were a stockholder at the close of business on March 26, 2024 (our record date).FINANCIAL STATEMENTSThe Company’s 2023 Annual Report to Stockholders, which includes the Company’s Annual Report on Form 10-K, is available on the same website as this Proxy Statement. If you were mailed this Proxy Statement, the Annual Report was included in the package. The Form 10-K includes the Company’s audited financial statements and notes for the year ended December 31, 2023, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations.By Authorization of the Board of Directors,Brian E. AndersonSenior Vice President – Legal, General Counsel andCorporate SecretarySaint Louis, MissouriApril 9, 2024DATE:Thursday, May 23, 2024
TIME:12:30 p.m. CDT
PLACE:Four Seasons Hotel Saint LouisLaclede Room, 6th Floor999 North 2nd StreetSaint Louis, Missouri 63102
VOTINGPlease vote as soon as possible to record your vote promptly, even if you plan to attend the annual meeting. You have three options for submitting your vote before the annual meeting:
Phone(if you request a full delivery of the proxy materials)
Internet
Mail(if you request a full delivery of the proxy materials)
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.