PREFORMED LINE PRODUCTS CO
For the period ended May 7, 2024. Filed Mar 22, 2024.
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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 7, 2024 · Filed Mar 22, 2024
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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 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 Pursuant to §240.14a-12 |
Preformed Line Products Company
(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. |
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| ☐ | 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. |
Preformed Line Products Company
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| To our shareholders:The 2024 annual meeting of shareholders of Preformed Line Products Company will be held at 660 Beta Drive, Mayfield Village, Ohio, 44143 on Tuesday, May 7, 2024, at 9:30 a.m., local time, for the following purposes: (1)To elect five directors, each for a term expiring in 2026; | YOUR VOTE IS IMPORTANTPLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY OR VOTE ONLINE OR BY TELEPHONE |
|---|---|
| (2)To ratify the appointment of Ernst & Young LLP;(3)To vote on shareholder proposal requesting that the Board of Directors prepare a report by January 2025, at reasonable expense and omitting proprietary information, on steps the Company is taking to enhance board diversity; and(4)To consider any other matters that properly come before the meeting. | |
| Only shareholders of record at the close of business on March 8, 2024 are entitled to notice of and to vote at the meeting or any adjournment thereof. Shareholders are urged to complete, sign and date the enclosed proxy and return it in the enclosed envelope or to vote online or by telephone. | |
By order of the Board of Directors,
Caroline S. Vaccariello,
Secretary
Dated: March 22, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, MAY 7, 2024:
This notice of annual meeting of shareholders, the accompanying proxy statement and the Company’s 2024 Annual Report to Shareholders are also available at: www.proxydocs.com/PLPC. This notice, the accompanying proxy statement and form of proxy card are being distributed or made available on or about March 22, 2024.
Preformed Line Products Company
| TABLE OF CONTENTS | |
|---|---|
| Notice of Annual Meeting of Shareholders | |
| Proxy Statement | 1 |
| Security Ownership of Certain Beneficial Owners & Management | 3 |
| Corporate Responsibility & Governance | 5 |
| Proposal One - Election of Directors | 7 |
| Board Committees and Meetings | 12 |
| Audit Committee Report | 14 |
| Compensation Policies and Risk | 14 |
| Directors and Executive Officers Compensation: | 15 |
| Compensation Discussion and Analysis | 15 |
| Compensation Committee Report | 19 |
| Pay Ratio | 19 |
| Clawback Policy | 19 |
| Executive Compensation | 20 |
| Grants of Plan-Based Awards | 22 |
| Outstanding Equity Awards | 23 |
| Options Exercised and Stock Vested | 24 |
| Non-Qualified Deferred Compensation | 25 |
| Potential Payments upon Termination or Change in Control | 26 |
| Director Compensation | 27 |
| Pay versus Performance | 28 |
| Interlocks and Insider Participation | 32 |
| Transactions with Related Persons | 32 |
| Proposal Two - Ratification of Independent Auditor | 33 |
| Proposal Three – Report on Actions to Increase Board Diversity | 34 |
| Independent Registered Public Accounting Firm Fees, Services and Independence | 36 |
| Delinquent Section 16(a) Reports | 37 |
| Shareholder Proposals for 2025 Annual Meeting | 38 |
Preformed Line Products Company
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