ALIGN TECHNOLOGY INC
For the period ended Dec 31, 2023. Filed Apr 9, 2024.
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Dec 31, 2023 · Filed Apr 9, 2024
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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 LETTER | iii |
| NOTICE OF ANNUAL MEETING | vi |
| PROXY STATEMENT SUMMARY | 1 |
| Voting Roadmap | 2 |
| Our Business | 3 |
| 2023 Performance Highlights | 3 |
| Governance Highlights | 7 |
| Director Highlights | 8 |
| Fiscal Year 2023 Executive Compensation Highlights | 9 |
| CORPORATE GOVERNANCE | 11 |
| Strong Corporate Governance Policies and Practices | 12 |
| Key Policies | 13 |
| Board Structure and Independence | 14 |
| Role of Our Board | 14 |
| Board Risk Oversight | 14 |
| Risk Oversight Program | 15 |
| Committee Responsibilities and Oversight | 15 |
| Annual Committee and Board Evaluations | 18 |
| Board Meetings | 18 |
| Stockholder Communications with the Board | 18 |
| STOCKHOLDER ENGAGEMENT | 19 |
| Stockholder Outreach and Engagement | 20 |
| Meaningful Compensation and Governance Changes | 21 |
| CORPORATE SOCIAL RESPONSIBILITY | 22 |
| Accountability and Governance | 24 |
| Sustainability | 24 |
| Employees | 26 |
| Community | 27 |
| DIRECTORS | 29 |
| Board Composition and Refreshment | 30 |
| Director Nominees | 32 |
| Board Diversity Matrix | 38 |
| DIRECTOR COMPENSATION | 39 |
| Cash Compensation | 40 |
| Equity Compensation | 40 |
| Total Compensation | 41 |
| EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS | 43 |
| Named Executive Officers | 44 |
| Executive Summary | 45 |
| Our Executive Compensation Program | 47 |
| How We Implement and Manage Our Executive Compensation Program | 50 |
| Principal Elements of Executive Compensation | 54 |
| Severance and Change of Control Arrangements | 62 |
| 2023 Stockholder Say-On-Pay Vote Results | 63 |
| Compensation and Human Capital Committee of the Board Report | 64 |
| COMPENSATION TABLES | 65 |
| Summary Compensation Table For Fiscal Year Ended 2023 | 66 |
| Grants of Plan-Based Awards for Fiscal Year Ended 2023 | 68 |
| Outstanding Equity Awards at Fiscal 2023 Year End | 71 |
| Option Exercises And Stock Vested During Fiscal Year Ended 2023 | 73 |
| Potential Payment Upon Termination or Change of Control | 74 |
| Other Compensation Matters | 80 |
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| AUDIT COMMITTEE | 86 | |
|---|---|---|
| Our Auditor | 87 | |
| Report of the Audit Committee of the Board | 88 | |
| SECURITY OWNERSHIP AND RELATED PARTY TRANSACTIONS | 89 | |
| Security Ownership of Certain Beneficial Owners and Management | 90 | |
| Certain Relationships and Related Party Transactions | 91 | |
| PROPOSALS | 92 | |
| Company Proposal 1 - Election of Directors | 93 | |
| Company Proposal 2 - Advisory Vote to Approve the Compensation of Our Named Executive Officers | 94 | |
| Company Proposal 3 - Ratification of Appointment of Independent Registered Public Accountants | 95 | |
| Stockholder Proposal 4 - Simple Majority Vote | 97 | |
| GENERAL INFORMATION | 100 | |
| VIRTUAL ANNUAL MEETING INFORMATION | 101 | |
| VOTING INFORMATION | 102 | |
| ADDITIONAL INFORMATION | 105 | |
| OTHER MATTERS | 106 |
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.