HELIOS TECHNOLOGIES, INC.
For the period ended Apr 22, 2025. Filed Apr 23, 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 22, 2025 · Filed Apr 23, 2025
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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. )
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Filed by a Party other than the Registrant☐
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| ☐ | Preliminary Proxy Statement |
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| ☐ | 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 |
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| ☐ | Fee paid previously with preliminary materials. |
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Dear Fellow Shareholders,
I am honored to have been appointed your new President and Chief Executive Officer ("CEO"). I had the benefit of joining the Company on August 9, 2023, as the Chief Financial Officer and since then have been getting to know our customers, our people, and our various subsidiaries’ operations. Last summer, I worked with the teams to develop a comprehensive strategic planning process and portfolio analysis to both evaluate past performance and also establish the future direction of our Company.
2024 was a challenging year for the markets we serve. The Helios team remained focused on its controllables, while executing on its financial priorities. The Company generated record cash flow from operations in 2024 of $122.1 million, reduced debt by $75.3 million and ended the year with a stronger balance sheet and improved financial flexibility.
Since being appointed as your new President and CEO, I began a listening tour and traveled around our global operations to speak with our talented teams across all levels to learn as much as possible about their views of what we are doing well and what can be improved. I also met with customers and spoke with you, our shareholders, to better understand your interests and conveyed this feedback to our team. Some of our key focus areas including driving organic growth, improving profitability, and more effective deployment of capital, are key objectives moving forward; a direct reflection of the comments that shareholders shared with our Company over the last few years. We are committed to these key focus areas in 2025 and beyond. I know that we have exceptional employees who are dedicated to delivering positive results, and I am excited for the future we will build together.
We appreciate your interest, investment in, and continued support of our Company.
With much gratitude,
A Message from our Board Chair
As recently elected Chair of Helios' Board of Directors, I am both honored and optimistic as I look ahead to a promising future for the Company. While 2024 proved to be quite a challenging one, the Company navigated through a tough market, a leadership change, and multiple weather-related disasters. The Board believes the Company exited the year as a stronger more united Company.
We are delighted with the appointment of Sean Bagan to the role of President and Chief Executive Officer. The Board conducted a comprehensive search, using a reputable search firm and unanimously determined that Sean was the right choice to lead Helios. To date, Sean has confidently guided the operations, carefully managed costs and working capital, and implemented new programs and processes to further develop the high performing talent we have within the organization.
Since our last annual meeting, management and members of the Board have had extensive conversations with investors regarding governance. We reached out and engaged with our top shareholders. You will find in this proxy statement an in-depth review of our engagement process with shareholders, what they were asking for as well as what we have done, in response to their feedback.
The Board, in conjunction with management, will continue to evaluate updates to our governance practices based on the feedback from our key stakeholders including shareholders, employees and customers. We look forward to active discussions among the Board and management in 2025. On behalf of the Board of Directors and our leadership team, thank you for your continued interest in and support of Helios Technologies.
Warm regards,
| Sean P. BaganPresident, Chief Executive Officer and Chief Financial Officer | Laura Dempsey BrownChair of the Board |
|---|
You are cordially invited to participate in the Helios Annual Meeting of Shareholders on June 4, 2025, at 9:00 a.m. (Central Time) at the Deer Path Inn, 255 E. Illinois Rd., Lake Forest, Illinois 60045. If you are a shareholder of record at the close of business on April 9, 2025, it is important that your shares are represented at the Annual Meeting even if you do not plan to attend. To ensure you will be represented, as soon as possible please vote by telephone, mail, or online.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Wednesday, June 4, 2025
Notice is hereby given that the Annual Meeting of Shareholders of Helios Technologies, Inc., a Florida corporation, will be held in person on Wednesday, June 4, 2025, at 9:00 a.m. (Central Daylight Time) at the Deer Path Inn, 255 E. Illinois Rd., Lake Forest, Illinois 60045 for the following purposes:
To elect two directors, currently serving on our Board, to serve until the Annual Meeting in 2028, and one new director to serve until the Annual Meeting in 2027, whom shall serve until successors are elected and qualified or until an earlier resignation, removal from office or death.
To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending January 3, 2026.
To conduct an advisory vote to approve Named Executive Officer compensation.
To transact such other business as properly may come before the Meeting or any adjournment thereof.
Shareholders of record at the close of business on April 9, 2025 (referred to herein as the “record date”), are entitled to receive notice of and to vote at the Meeting and any adjournment thereof.
We sent a Notice of Internet Availability of Proxy Materials on or about April 23, 2025 and provided access to our proxy materials over the Internet beginning April 23, 2025, for the holders of record and beneficial owners of our common stock as of the close of business on the record date. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability instructs you on how to access and review this proxy statement and our annual report and authorize a proxy online to vote your shares. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.
If your shares are held in street name by a brokerage, your broker will supply the Notice of Internet Availability instructions on how to access and review this proxy statement and our annual report and authorize a proxy online to vote your shares. If you receive paper copies of the materials from your broker by mail, please mark, sign, date and return your proxy card to the brokerage. It is important that you return your proxy to the brokerage as quickly as possible so that the brokerage may vote your shares. You may not vote your shares in person at the Meeting unless you obtain a power of attorney or legal proxy from your broker authorizing you to vote the shares, and you present this power of attorney or proxy at the Meeting.
By Order of the Board of Directors,
Marc A. Greenberg
General Counsel & Secretary
Sarasota, Florida
April 23, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDERS MEETING TO BE HELD ON JUNE 4, 2025
This Proxy Statement and our Annual Report to Shareholders are available at: https://web.viewproxy.com/HeliosTechnologies/2025 and https://ir.heliostechnologies.com.
TABLE OF CONTENTS
| Page | |
|---|---|
| Notice of Annual Meeting of Shareholders | |
| Proxy Statement | 1 |
| Proposal 1 — Election of Directors | 5 |
| Governance of the Company | 6 |
| Directors and Executive Officers | 6 |
| Board Skills and Diversity Matrix | 10 |
| Shareholder Recommendations for Nomination as a Director | 12 |
| Board Diversity and Tenure | 14 |
| Director Nominations, Board Refresh and Succession Planning | 14 |
| Board Assessment Process | 14 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 16 |
| Communications with the Board of Directors | 16 |
| Holding Ourselves Accountable through Strong ESG Governance | 16 |
| 2025 Changes to Board Evaluation Program | 17 |
| Board Role in Risk Oversight | 18 |
| Independence and Committees of the Board of Directors | 18 |
| Our Mission Shapes our Culture | 21 |
| Aligning our Company’s Goals with our Culture | 22 |
| Community | 31 |
| Audit Committee Report | 33 |
| Certain Relationships and Related Transactions | 34 |
| Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 35 |
| Executive Compensation | 37 |
| Compensation Discussion and Analysis | 37 |
| Executive Summary | 37 |
| Management Transition | 38 |
| Compensation Philosophy and Objectives | 38 |
| Shareholder Engagement in Response to Say on Pay | 38 |
| Components of Executive Compensation | 41 |
| Compensation Policies and Practices | 42 |
| 2022-2024 Equity Awards and Results | 49 |
| Risks Arising from Compensation Policies and Practices | 49 |
| Employment Agreements and Change-in-Control Provisions | 50 |
2025 Proxy Statement | i
| Page | |
|---|---|
| Compensation Committee Report | 53 |
| Summary Compensation Table | 54 |
| Grants of Plan-Based Awards | 56 |
| Outstanding Equity Awards at Fiscal Year-End | 57 |
| Option Exercises and Stock Vested | 58 |
| Pension Benefits | 58 |
| Nonqualified Deferred Compensation | 58 |
| Potential Payments Upon Termination or Change of Control | 58 |
| CEO to Median Employee Pay Ratio | 59 |
| Pay vs. Performance Disclosure | 60 |
| Director Compensation | 63 |
| Equity Compensation Plan Information | 64 |
| Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm | 65 |
| Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation | 66 |
| Other Business | 67 |
| Requirements, Including Deadlines, for Submission of Proxy Proposals and Nomination of Directors by Shareholders for the 2026 Proxy Statement and Presentation at the 2026 Annual Meeting | 68 |
| APPENDIX A | 69 |
ii | 2025 Proxy Statement
7456 16 th Street East
Sarasota, Florida 34243
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