BENCHMARK ELECTRONICS INC
For the period ended Apr 4, 2025. Filed Apr 4, 2025.
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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.
Apr 4, 2025 · Filed Apr 4, 2025
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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 |
(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):
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| ☐ | Fee paid previously with preliminary materials. |
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2024 Benchmark Pr
56 South Rockford Drive
Tempe, Arizona 85288
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERSTO BE HELD ON WEDNESDAY, MAY 14, 2025
| Date:Wednesday, May 14, 2025 Time:8:00 a.m. local time Location:Benchmark Electronics, Inc.56 South Rockford DriveTempe, Arizona 85288 | AGENDA:1.to elect eight directors to serve on the Company's Board of Directors until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified;2.to approve the advisory resolution approving the compensation of the Company’s named executive officers;3.to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and4.to transact such other business as may properly come before the meeting or any adjournment thereof. |
|---|
RECORD DATE
Shareholders of record of Benchmark Electronics, Inc. (the“Company”) at the close of business on March 21, 2025 are entitled to notice of and to vote at the meeting and any adjournment thereof. You are cordially invited to attend the meeting.
By order of the Board of Directors,
/s/ Stephen J. Beaver
Stephen J. Beaver
Secretary
Tempe, Arizona
April 4, 2025
| YOUR VOTE IS IMPORTANT | ||
|---|---|---|
| Regardless of whether you plan to attend the meeting, please act promptly to vote your shares. You may vote in person or by using a proxy as follows: | ||
| By Internet: | By Telephone: | By Mail: |
| Go to www.proxypush.com/BHE.Please have the Notice of Internet Availability ofProxy Materials (the “Notice”) we sent to youin hand because it has your personal controlnumber(s) needed for your vote. | Call 1-866-206-5293 on a touch-tonephone. Please have the Notice we sentto you in hand because it has yourpersonal control number(s) needed foryour vote. | Please request written materials asprovided in the Notice; then complete,sign and date the proxy card andreturn it to the address indicatedthereon. |
Your proxy is revocable at any time before it is voted at the meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON MAY 14, 2025:
THE PROXY MATERIALS FOR THE ANNUAL MEETING, INCLUDING THIS PROXY STATEMENT AND THE COMPANY’S 2024 ANNUAL
REPORT TO SHAREHOLDERS, ARE AVAILABLE AS PROVIDED IN THE NOTICE.
TABLE OF CONTENTS
| INTRODUCTION | 1 |
|---|---|
| PROPOSAL 1 — ELECTION OF DIRECTORS | 4 |
| Nominees for Election | 4 |
| Board Diversity and Skills | 5 |
| Election Procedures; Term | 10 |
| Executive Officers | 10 |
| Commitment to Sustainability | 13 |
| Operation of Board of Directors, Committees, Attendance, Director Independence | 17 |
| Certain Transactions | 19 |
| Human Capital and Compensation Committee Interlocks and Insider Participation | 19 |
| Delinquent Section 16(a) Reports | 20 |
| COMPENSATION DISCUSSION AND ANALYSIS | 21 |
| Philosophy and Objectives | 23 |
| The Decision-Making Process | 24 |
| Role of Management | 24 |
| Role of Independent Compensation Consultant | 24 |
| Competitive Market Review | 24 |
| Timing of Compensation Decisions | 25 |
| 2024 Executive Compensation Program in Detail | 25 |
| Base Salary | 25 |
| Annual Incentives | 26 |
| Long-Term Equity-Based Incentive Program | 27 |
| Other Compensation Practices, Polices and Guidelines | 29 |
| Share Ownership Guidelines | 29 |
| Hedging, Short Sales and Pledging Policies | 29 |
| Securities Trading Policy | 29 |
| Deferred Compensation Benefits | 29 |
| Retirement Benefits | 30 |
| Perquisites and Personal Benefits | 30 |
| Clawback Policy | 30 |
| Analysis of Compensation Risk | 30 |
| Certain Tax Considerations | 31 |
| HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT | 32 |
| COMPENSATION TABLES AND NARRATIVES | 33 |
| PROPOSAL 2 — ADVISORY VOTE ON COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 46 |
| COMMON SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 47 |
| PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 49 |
| AUDIT COMMITTEE REPORT | 50 |
| EXPENSES OF SOLICITATION | 53 |
| DATE OF SUBMISSION OF SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 53 |
| OTHER MATTERS | 54 |
i Benchmark. Benchmark Electronics, Inc. • 2025 Proxy Statement
56 South Rockford Drive
Tempe, AZ 85288
(623) 300-7000
April 4, 2025
PROXY STATEMENT FOR2025 ANNUAL MEETING OF SHAREHOLDERSTO BE HELD ON WEDNESDAY, MAY 14, 2025
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