PREFORMED LINE PRODUCTS CO

Our Board of Directors is sending you this proxy statement to ask for your vote as a Preformed Line Products Company shareholder on the matters to be voted on at the annual meeting of shareholders. We will hold the Annual Meeting in person, on Tuesday, May 7, 2024, at our Company’s headquarters, 660 Beta Drive, Mayfield Village, Ohio 44143. We ask that you register your planned in-person attendance with us at least ten business days prior to the meeting, by communicating with Carrie Vaccariello, by email (carrie.vaccariello@plp.com) or mail (660 Beta Drive, Mayfield Village, OH 44143). In addition, an admission ticket, as well as matching photo identification, are necessary to gain entrance to the secure area of our headquarters building where the meeting will be held.

Annual Report. A copy of our Annual Report to Shareholders for the fiscal year ended December 31, 2023 is enclosed with this proxy statement.

Solicitation of Proxies. Our Board of Directors is making this solicitation of proxies and the Company will pay the cost of the solicitation. In addition to solicitation of proxies by mail, our employees may solicit proxies by telephone, facsimile or electronic mail.

Proxies; Revocation of Proxies; Voting Instructions. If you are a shareholder of record, the shares represented by your signed and returned proxy will be voted in accordance with the instructions as indicated on your proxy. In the absence of any such instructions, they will be voted (a) to elect the director nominees set forth under “Election of Directors”, (b) to ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered accounting firm for the fiscal year ending December 31, 2024, and (c) against the 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. Your presence at the annual meeting of shareholders will not revoke your proxy. However, you may revoke your proxy at any time before it has been exercised by signing and delivering a later-dated proxy or by giving notice to us in writing at our address indicated on the attached Notice of Annual Meeting of Shareholders by May 7, 2024, or in the open meeting.

If you hold shares through an account with a bank or broker, banks and brokers have the authority to vote shares for which their customers do not provide voting instructions on certain routine matters. The ratification of the appointment of EY as the Company’s independent registered public accounting firm is considered a routine matter for which banks and brokers may vote without specific instructions from their customers, but banks and brokers do not have the authority to vote for the election of directors or the shareholder proposal regarding a report on steps being taken to enhance board diversity. As such, if you own your shares through a bank or broker and do not provide specific voting instructions to the bank or broker or do not obtain a proxy to vote those shares, then your shares will not be voted on these matters (“broker non-votes”).

Voting Eligibility. Only shareholders of record at the close of business on the record date, March 8, 2024, are entitled to receive notice of the annual meeting of shareholders and to vote the common shares that they held on the record date at the meeting. On the record date, our voting securities outstanding consisted of 4,927,090 common shares, $2 par value, each of which is entitled to one vote at the meeting.

Quorum. Shareholders, present in person or by proxy and entitled to vote at the meeting, holding shares entitling them to exercise a majority of the voting power of the Company are necessary to constitute a quorum at the meeting. Abstaining votes and broker non-votes will be counted as “present” for purposes of determining whether a quorum has been achieved at the meeting.

Voting Required. The vote required to approve each proposal is as follows:

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Director nominees who receive the greatest number of affirmative votes will be elected directors. Abstentions and broker non-votes will not be counted in favor of nor against any nominee and, therefore, have no effect on this proposal.

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Approval of the proposal to ratify the selection of EY as the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the common shares present in person or by proxy and entitled to vote at the Annual Meeting. Abstentions will have the same effect as votes against the proposal. Banks or brokers holding shares for which no voting instructions were received may exercise their discretionary voting authority for this proposal.

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Approval of the proposal to request 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 requires the affirmative vote of a majority of the common shares present in person or by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have the same effect as votes against the proposal.

If any other matter properly comes before the meeting, the persons named in the proxy will vote thereon in accordance with their judgment. We do not know of any other matters that will be presented for action at the meeting and we have not received any timely notices that any of our shareholders intend to present a proposal at the meeting. If any other matters are considered at the meeting, they would require for approval the affirmative vote of a majority of the shares entitled to vote and represented at the meeting in person or by proxy.