BELDEN INC.
For the period ended May 21, 2026. Filed Apr 9, 2026.
View on SEC.govAbout 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 21, 2026 · Filed Apr 9, 2026
BDC$97.83+1.6%Stored close · as of Nov 6, 2026
Contents
Proxy Voting Roadmap
This summary highlights selected information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before submitting your proxy and voting instructions.
| PROPOSAL1 | Election of DirectorsThe Company currently has ten directors – Mses. Diane D. Brink, Judy L. Brown, Nancy Calderon and YY Lee and Messrs. David J. Aldrich, Adel B. Al-Saleh, Lance C. Balk, Ashish Chand, Jonathan C. Klein, and Gregory McCray. The term of each director will expire at this annual meeting and the Board proposes that each of Mses. Brink, Brown, Calderon and Lee and Messrs. Aldrich, Al-Saleh, Balk, Chand, Klein, and McCray be reelected for a new term of one year and until their successors are duly elected and qualified. | ||
|---|---|---|---|
| The board recommends that you vote FOR for all nominees. | Page 8 | ||
Snapshot of 2026 Director Nominees
Our Board reflects a diversity of skills and backgrounds and includes a range of tenures that provide an effective balance of perspectives with new ideas and institutional knowledge.
| DirectorSince · Committees | |||
|---|---|---|---|
| Director Nominees · Age · Other Boards · A · C · F · NCG | |||
| David J. Aldrich ChairmanFormer President, Chief Executive Officer, and Chairman of the Board of Skyworks Solutions, Inc. | 69 | 2007 | =Indie Semiconductor=Mobix Labs |
| Adel B. Al-Saleh Chief Executive Officer of SES S.A. | 62 | 2025 | =SES S.A. |
| Lance C. Balk Former General Counsel, Six Flags Entertainment Corporation | 68 | 2000 | =None |
| Diane D. Brink Senior Fellow and Adjunct Professor of Marketing, Kellogg School of Management at Northwestern University | 67 | 2017 | =Indie Semiconductor |
| Judy L. Brown Former Senior Vice President, Corporate Affairs, Amgen Corporation | 57 | 2008 | =Agilent Technologies |
| Nancy Calderon Former Senior Partner of Board Leadership Center and Director of Global Delivery Center in India and its related holding companies, KPMG LLP | 67 | 2020 | =Northern Technologies International Corp. |
| Ashish ChandPresident and Chief Executive Officer, Belden Inc. | 51 | 2023 | =None |
| Jonathan C. Klein Co-founder and CEO, Hang Media | 68 | 2015 | =Brown Broadcasting Service |
| YY Lee Former Chief Strategy Officer, Anaplan | 58 | 2023 | =Synaptic Incorporated=Commvault Systems Inc. |
| Gregory McCray CEO, PBE Axell | 63 | 2022 | =ADTRAN=DigitalBridge |
| A - Audit | C - Compensation | F - Finance | NCG - Nominating and Corporate Governance | ||
|---|---|---|---|---|---|
| Independent | Chair | Member | |||
| 4 | 2026 Proxy Statement |
Director Nominee Demographics and Skills
Age63Average Age
3 40s-50s
7 60s
Tenure10Average Tenure
| ¢ | 1 20+ Years | 2 6-10 Years |
|---|---|---|
| 3 11-19 Years | 4 0-5 Years |
BOARD MEMBER SKILLS
| CEO/Senior Executive | Digital Expertise |
|---|---|
| Finance/Disclosure/Accounting | Corporate Governance |
| Human Capital Management | Other Board Expertise |
| Governance Highlights | |
| All director nominees, except Dr. Chand, are independent | Robust director refreshment with five directors added in past six years |
| Independent Board Chair | Limits on the number of other directorships held by our directors |
| Annual director elections with a majority vote standard | Proactive and holistic oversight of sustainability strategy, risk, data privacy and security |
| 2026 Proxy Statement | 5 |
| PROPOSAL2 | Ratification of the Appointment of Ernst & Young as Independent Registered Public Accounting Firm for 2026Our Board recommends a vote FOR ratification of the appointment as Ernst & Young as the independent registered public accounting firm for 2026. The Audit Committee considered a number of factors in re-engaging Ernst & Young, including their institutional knowledge, independence controls and objectivity, industry knowledge and expertise. The Audit Committee has determined that the retention continues to be in the best interests of Belden and its stockholders. | ||
|---|---|---|---|
| The board recommends that you vote FOR this proposal. | Page 21 | ||
| PROPOSAL3 | Approval, on an Advisory Basis, of Compensation Paid to our Named Executive OfficersBelden’s executive compensation program is designed to support the interests of stockholders by rewarding executives for achievement of the Company’s specific business objectives. Individual compensation packages and the mix of base salary, annual cash incentive opportunity and long-term equity incentive compensation for each NEO vary depending upon the executive’s level of responsibilities, potential, performance and tenure with the Company. The percentage of total compensation that is performance-based and therefore at risk generally increases as an officer’s level of responsibilities increases. | ||
|---|---|---|---|
| The board recommends that you vote FOR this proposal. | Page 23 | ||
| PROPOSAL4 | Approval of the Amended and Restated Belden Inc. 2021 Long Term Incentive PlanOn February 17, 2021, the Board adopted the Belden Inc. 2021 Long Term Incentive Plan (the "2021 Plan"). The 2021 Plan was approved by Stockholders on May 26, 2021. The 2021 Plan provides Belden the ability to use equity-based awards to attract, retain and motivate its employees, directors and other individuals who perform services for the Company, and authorized the Company to issue up to 3,250,000 shares of Company common stock. Belden desires to amend and restate the 2021 Plan to allow for up to 6,500,000 shares of Company common stock to be issued under the 2021 Plan, an increase of 3,250,000 shares. | ||
|---|---|---|---|
| The board recommends that you vote FOR this proposal. | Page 53 | ||
| 6 | 2026 Proxy Statement |
2025 Executive Compensation Program
| Pay Element | 2025 Metrics and Average NEO Weighting of Total Target Compensation | |
| Base Salary | =Objective: Compensates individuals based on job type and level within the Company=Eligible for merit-based increases in connection with annual performance review | |
|---|---|---|
| Annual Cash Incentive Plan (“ACIP”) Opportunity | =Objective: Rewards achievement of the Company’s performance targets and individual performance; zeros out if performance is below certain thresholds=Based on target ACIP amount, which is a percentage of base salary and varies by executive=If earned, paid annually following the computation and release of year-end financial results | |
| Restricted Stock Units (“RSUs”) | =Objective: Supports retention and aligning stockholder and executive incentives=Represents 50% of target long-term incentive opportunity=Awards vest over time - 25% of the award vests on the first and second anniversary of the grant date, the remaining 50% vests on the third anniversary of the grant date | |
| Performance Stock Units (“PSUs”) | =Objective: Supports retention and achievement of Company’s total stockholder return and free cash flow objectives; at risk if performance is below certain thresholds=Represents 50% of target long-term incentive opportunity=2025 PSUs may or may not result in the delivery of Belden shares based on Company performance from 2025-2027 and earnings per share performance through 2028 |
| 2026 Proxy Statement | 7 |
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