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ALIGN TECHNOLOGY INC

For the period ended Dec 31, 2023. Filed Apr 9, 2024.

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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.

Dec 31, 2023 · Filed Apr 9, 2024

ALGN$166.00+4.2%Stored close · as of Nov 6, 2026
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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant ý

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

ALIGN TECHNOLOGY, INC.

(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):

ý No fee required

¨ 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

TABLE OF CONTENTS
CEO LETTERiii
NOTICE OF ANNUAL MEETINGvi
PROXY STATEMENT SUMMARY1
Voting Roadmap2
Our Business3
2023 Performance Highlights3
Governance Highlights7
Director Highlights8
Fiscal Year 2023 Executive Compensation Highlights9
CORPORATE GOVERNANCE11
Strong Corporate Governance Policies and Practices12
Key Policies13
Board Structure and Independence14
Role of Our Board14
Board Risk Oversight14
Risk Oversight Program15
Committee Responsibilities and Oversight15
Annual Committee and Board Evaluations18
Board Meetings18
Stockholder Communications with the Board18
STOCKHOLDER ENGAGEMENT19
Stockholder Outreach and Engagement20
Meaningful Compensation and Governance Changes21
CORPORATE SOCIAL RESPONSIBILITY22
Accountability and Governance24
Sustainability24
Employees26
Community27
DIRECTORS29
Board Composition and Refreshment30
Director Nominees32
Board Diversity Matrix38
DIRECTOR COMPENSATION39
Cash Compensation40
Equity Compensation40
Total Compensation41
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS43
Named Executive Officers44
Executive Summary45
Our Executive Compensation Program47
How We Implement and Manage Our Executive Compensation Program50
Principal Elements of Executive Compensation54
Severance and Change of Control Arrangements62
2023 Stockholder Say-On-Pay Vote Results63
Compensation and Human Capital Committee of the Board Report64
COMPENSATION TABLES65
Summary Compensation Table For Fiscal Year Ended 202366
Grants of Plan-Based Awards for Fiscal Year Ended 202368
Outstanding Equity Awards at Fiscal 2023 Year End71
Option Exercises And Stock Vested During Fiscal Year Ended 202373
Potential Payment Upon Termination or Change of Control74
Other Compensation Matters80

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AUDIT COMMITTEE86
Our Auditor87
Report of the Audit Committee of the Board88
SECURITY OWNERSHIP AND RELATED PARTY TRANSACTIONS89
Security Ownership of Certain Beneficial Owners and Management90
Certain Relationships and Related Party Transactions91
PROPOSALS92
Company Proposal 1 - Election of Directors93
Company Proposal 2 - Advisory Vote to Approve the Compensation of Our Named Executive Officers94
Company Proposal 3 - Ratification of Appointment of Independent Registered Public Accountants95
Stockholder Proposal 4 - Simple Majority Vote97
GENERAL INFORMATION100
VIRTUAL ANNUAL MEETING INFORMATION101
VOTING INFORMATION102
ADDITIONAL INFORMATION105
OTHER MATTERS106

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements, including those regarding our strategies and financial performance; our development of new and existing products and technologies; and other statements that are not historical fact. Forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Forward-looking statements contained herein are based upon information available to us as of the date hereof. Readers are cautioned that these forward-looking statements reflect our best judgments based on currently known facts and circumstances and are subject to risks, uncertainties, and assumptions that are difficult to predict. As a result, actual results may differ materially and adversely from those expressed in any forward-looking statement.

The foregoing and other risks are detailed from time to time in our periodic reports filed with the Securities and Exchange Commission, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission on February 28, 2024. Align undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

Unless otherwise expressly stated or context requires otherwise, information in this proxy statement is as of April 9, 2024.

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