Skip to main content

HELIOS TECHNOLOGIES, INC.

For the period ended Apr 22, 2025. Filed Apr 23, 2025.

View on SEC.gov

About 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.

Apr 22, 2025 · Filed Apr 23, 2025

HLIO$47.44-21.1%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Proxy Statement

This proxy overview is a summary of information that you will find throughout this proxy statement. As this is only an overview, we encourage you to read the entire proxy statement, which was first distributed to our shareholders on or about April 23, 2025.

2025 ANNUAL MEETING OF SHAREHOLDERS
Time and Date:Wednesday, June 4, 2025, at 9:00 a.m. Central Daylight Time
Place:Deer Path Inn, 255 E. Illinois Rd., Lake Forest, Illinois 60045
Record Date:April 9, 2025
Voting:Shareholders as of April 9, 2025 (the “record date”) may vote by mail, over the internet or by telephone on or before 11:59 p.m. Eastern Daylight Time on June 3, 2025 for shares held directly and by 11:59 p.m. Eastern Daylight Time on May 30, 2025 for shares held in a Helios Technologies, Inc. 401(k) (the "Plan") through one of the following options:
By completing, signing anddating the voting instructionsin the envelope providedBy the internet atwww.fcrvote.com/HLIOBy telephone at1-866-402-3905In person by completing,signing and dating a ballotat the annual meeting

Any proxy delivered pursuant to this solicitation may be revoked, at the option of the person executing the proxy, at any time before it is exercised by delivering a signed revocation to the Company, by submitting a later-dated proxy or by attending the meeting in person and casting a ballot. If proxies are signed and returned without voting instructions, the shares represented by the proxies will be voted as recommended by the Board of Directors (the “Board”). If you are a shareholder of record, you may vote by granting a proxy. Specifically, you may vote:

By Internet—If you have Internet access, you may submit your proxy by going towww.fcrvote.com/HLIO and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your Notice or your proxy card in order to vote by Internet.

By Telephone—If you have access to a touch-tone telephone, you may submit your proxy by dialing 1-866-402-3905 and by following the recorded instructions. You will need the 16-digit number included on your Notice or your proxy card in order to vote by telephone.

By Mail—You may vote by mail by returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

In Person—You may vote by attending the Meeting in person and casting a ballot.

The cost of soliciting proxies will be borne by the Company. In addition to the use of the mail, proxies may be solicited personally, by internet or by telephone by regular employees of the Company. The Company does not expect to pay any compensation for the solicitation of proxies, but may reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expense in sending proxy materials to their principals and obtaining their proxies. The approximate date on which this Proxy Statement and enclosed form of proxy first has been mailed or made available over the Internet to shareholders is as of April 23, 2025.

2025 Proxy Statement | 1

Proxy Statement

The close of business on April 9, 2025, has been designated as the record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting. As of April 9, 2025, 33,331,814 sharesof the Company’s Common Stock, par value $.001 per share, were issued and outstanding. Each shareholder will be entitled to one vote for each share of Common Stock registered in his or her name on the books of the Company on the close of business on April 9, 2025, on all matters that come before the Meeting. Abstentions will be counted as shares that are present and entitled to vote for purposes of determining whether a quorum is present. Shares held by nominees for beneficial owners will also be counted for purposes of determining whether a quorum is present if the nominee has the discretion to vote on at least one of the matters presented, even though the nominee may not exercise discretionary voting power with respect to other matters and even though voting instructions have not been received from the beneficial owner (a “broker non-vote”). Brokers have the discretionary voting power with respect to the ratification of the appointment of Grant Thornton LLP as our independent public accounting firm.

Vote Required

Directors are elected by a plurality of votes cast (meaning that the one director nominee who receives the highest number of shares voted “for” the election are elected). “Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of the nominee.

The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm is approved if the votes cast favoring the action exceed the votes cast opposing the action. Abstentions are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal. This proposal is considered a routine matter on which a broker will have discretionary authority to vote on the proposal should a beneficial holder not provide voting instructions. For that reason, if you are a beneficial holder and you wish to vote “for,” “against” or “abstain” from this proposal, you will have to provide your broker with such an instruction. Otherwise, your broker will vote in its discretion.

The advisory vote on named executive officer compensation is approved if the votes cast favoring the action exceed the votes cast opposing the action. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal.

Our Shared Values Shape our Culture

As an organization, we use our Shared Values as a guide to ensure we act in everyone’s best interest to achieve our mission.

2 | 2025 Proxy Statement

Proxy Statement

These Shared Values are for the entire organization and every employee, no matter their role or function. They are the foundation from which we work and drive our organization forward each day.

These Shared Values are:

Honesty

Committing fully to truth, transparency, and actions that build trust and collaboration.

Excellence

Driving relentlessly for mastery that elevates quality, performance and standards.

Learning

Pursuing growth by harnessing successes and failures as fuel for advancing collective knowledge.

Innovation

Fostering a culture of creativity that ignites imagination and forges a better path forward.

Ownership

Embracing responsibility and taking accountability for all our actions results.

Solutions

Solving problems and conquering challenges to deliver impactful outcomes.

2025 Proxy Statement | 3

Proxy Statement

2024: Year in Review

27 CONSECUTIVE YEARS of Dividends to Shareholders

TOTAL COMPANY FINANCIAL RESULTS 1

CONTINUED TO LEAD WITH INNOVATIONHydraulics: Launched 11 new cartridge valves including a high capacity electro-proportional flow control valve and a commercialized ENERGEN™ valveElectronics: Launched PowerView™ U150 15-inch and PowerView® U120 12-inch Displays, SenderCAN® Plus solution, and PowerView™ U35 Display

DROVE OPERATIONAL EFFICIENCIESOperating Margin: 60 bps of annual expansion, while holding gross margin steady on lower volumeAmericas: Center of Excellence in Indiana improved on-time delivery and reduced lead timesEMEA: Faster and NEM operational realignmentsAPAC: 65% of Balboa branded products are now built in China for local customers as compared to zero two years ago

CHALLENGED MARKETS / PRESSURED GROWTHAgriculture: Continued to operate in a severe multi-year down cycleMobile: Primarily construction driving tough year over year results Industrial: Industrial machinery and power generation weakest areasRecreation: Marine, off-road, and motorcycle still in decline from pandemic highs, challenged by consumer confidence and interest rates

FIRSTS AND NEW LEADERSHIPRecord Cash Flow: Generated $122 million of cash from operations, up 46% over 2023Refinanced and De-levered Balance Sheet: Extended and upsized credit facility, while reducing borrowing spreads; improved net debt to adjusted EBITDA leverage ratio down to 2.6XCEO Transition: CFO Sean Bagan named Interim President & CEO in July 2024, then promoted to the role permanently in January 2025

1 See Appendix A for reconciliations of non-GAAP financial measures to our results as reported under generally accepted accounting principles ("GAAP") in the United States.

4 | 2025 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.