BELDEN INC.
For the period ended May 21, 2026. Filed Apr 9, 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.
May 21, 2026 · Filed Apr 9, 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 |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | 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 |
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 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 |
The future of industry is autonomous, and Belden provides the essential connections to get there. We orchestrate the entire customer data journey – transforming data into action and unlocking new levels of safety, efficiency and innovation for our customers.”Ashish ChandPresident and Chief Executive Officer
April 9, 2026
Dear Stockholder:
I am pleased to invite you to our 2026 Annual Stockholders’ Meeting. We will hold the meeting virtually at 12:30 p.m. central time on May 21, 2026. The meeting will be hosted atwww.virtualshareholdermeeting.com/bdc2026.
On April 9, 2026, we began mailing our stockholders a notice containing instructions on how to access our 2026 Proxy Statement and 2025 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 athttps://investor.belden.com/financials/annual-reports/default.aspx.
The Agenda for this year's annual meeting consists of the following items:
Election of the directors nominated by the Company's Board of Directors, each for a term of one year;
Ratification of the appointment of Ernst & Young as the Company's independent registered public accounting firm for 2026;
An advisory vote on executive compensation paid to the Company's named executive officers in 2025;
Amendment and Restatement of the Belden Inc. 2021 Long Term Incentive Plan; and
The transaction of any other business that may properly come before the meeting (including adjournments and postponements).
Ashish Chand
President and Chief Executive Officer
| 2026 Proxy Statement | 1 |
Notice of 2026 Annual Stockholders’ Meeting
| Date | Time | Location | Record Date | |||
| Thursday, May 21, 2026 | 12:30 p.m. U.S. Central Time | Online at www.virtualshareholdermeeting.com/bdc2026 | March 25, 2026 |
|---|
| Agenda | Board Recommendations | Page Reference | |
| 1 | To elect the directors nominated by the Company’s Board of Directors, each for a term of one year. | "FOR"for all nominees | Page 8 |
| 2 | To ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for 2026. | “FOR” | Page 21 |
| 3 | To hold an advisory vote on executive compensation for 2025. | “FOR” | Page 23 |
| 4 | To approve the amendment and restatement of the Company's 2021 Long Term Incentive Plan. | “FOR” | Page 53 |
| 5 | To transact any other business as may properly come before the meeting (including adjournments and postponements). | ||
Who Can Vote
You are entitled to vote if you were a stockholder at the close of business on March 25, 2026 (our record date).
Financial Statements
The Company’s 2025 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, 2025, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Voting
Please 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:
| By Internetwww.proxyvote.com | By Phone1-800-690-6903 | By MailMark, sign and date your proxy card and return it in the postage-paid envelope we have provided |
By Authorization of the Board of Directors,
Brian E. Anderson
Executive Vice President - Chief Legal & Risk Officer
St. Louis, Missouri
April 9, 2026
| 2 | 2026 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.