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HURCO COMPANIES INC

For the period ended Mar 14, 2024. Filed Jan 29, 2024.

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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.

Mar 14, 2024 · Filed Jan 29, 2024

HURC$20.63-2.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A INFORMATION

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

Hurco Companies, 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):

☒ 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

ONE TECHNOLOGY WAY

P.O. BOX 68180

INDIANAPOLIS, INDIANA 46268

(317) 293-5309

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held March 14, 2024

The 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) of Hurco Companies, Inc. (the “Company”), will be held at 10:00 a.m. (Eastern Time) on Thursday, March 14, 2024, at the Company’s corporate headquarters, One Technology Way, Indianapolis, Indiana 46268, for the following purposes:

1.To elect eight directors to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualify;
2.To approve, in an advisory (non-binding) vote, the compensation paid to our named executive officers (“Say on Pay”);
3.To approve proposed amendments to the Company’s Amended and Restated Articles of Incorporation to provide shareholders the right to unilaterally amend the Company’s Amended and Restated By-laws;
4.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2024; and
5.To consider and transact any other business properly brought before the meeting or any adjournments thereof.

The Board of Directors recommends a vote FOR items 1, 2, 3, and 4. The persons named as proxies will use their discretion to vote on any other matters that may properly arise at the 2024 Annual Meeting.

The foregoing items of business are more fully described in our proxy statement accompanying this notice. Please read our proxy statement carefully.

Please mark, sign, and date the enclosed proxy card and return it in the enclosed return envelope, which requires no postage if mailed in the United States, or vote your shares via the Internet or by telephone as described in the proxy statement and on the proxy card.

Only shareholders of record as of the close of business on the record date of January 19,2024, are entitled to notice of and to vote at the 2024 Annual Meeting or any adjournments thereof. In the event there are not sufficient votes for approval of one or more of the above matters at the time of the 2024 Annual Meeting, the Company may adjourn the 2024 Annual Meeting to permit further solicitation of proxies.

By order of the Board of Directors,

Jonathon D. Wright, General Counsel & Corporate Secretary

Indianapolis, Indiana

January 29, 2024

**YOUR VOTE IS IMPORTANT—**Even if you plan to attend the 2024 Annual Meeting, we urge you to mark, date, and sign the enclosed proxy card and return it promptly in the enclosed envelope or to vote your shares via the Internet or by telephone as described on the proxy card.

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting to be Held on March 14, 2024

In accordance with the rules of the Securities and Exchange Commission, we are advising our shareholders of the availability on the Internet of our proxy materials related to the 2024 Annual Meeting. These rules allow companies to provide access to proxy materials in one of two ways. Because we have elected to utilize the “full set delivery” option, we are delivering to all shareholders paper copies of all of the proxy materials, as well as providing access to those proxy materials on a publicly-accessible website.

This Notice of 2024 Annual Meeting and the corresponding proxy statement, form of proxy card, and our most recent annual report on Form 10-K are available atwww.hurco.com/proxymaterials. If you plan to attend the 2024 Annual Meeting in person, you may obtain directions to the meeting site by written request directed to Jonathon D. Wright, Corporate Secretary, Hurco Companies, Inc., One Technology Way, P.O. Box 68180, Indianapolis, Indiana 46268, or by telephone at (317) 293-5309.

Table of Contents

PROXY STATEMENT1
QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING AND VOTING1
PROPOSAL 1. ELECTION OF DIRECTORS6
CORPORATE GOVERNANCE11
PROPOSAL 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION19
EXECUTIVE COMPENSATION20
Compensation Discussion and Analysis20
Report of the Compensation Committee41
Assessment of Compensation-Related Risks42
Tabular Compensation Information43
GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE45
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END TABLE47
OPTION EXERCISES AND STOCK VESTED IN 202348
EQUITY COMPENSATION PLAN INFORMATION AT 2023 FISCAL YEAR END49
CEO Pay Ratio Disclosure51
Potential Payments upon Termination54
Pay Versus Performance57
Compensation of Directors61
DIRECTOR COMPENSATION TABLE61
PROPOSAL 3. PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION62
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT64
REPORT OF THE AUDIT COMMITTEE65
PROPOSAL 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM66
SHAREHOLDER PROPOSALS FOR OUR 2025 ANNUAL MEETING68
INCORPORATION BY REFERENCE68
OTHER BUSINESS69

Appendix A –Hurco Companies, Inc. Articles of Incorporation (As Proposed to be Amended and Restated as of March 14, 2024)

Cautionary Note Regarding Forward-Looking Statements

The statements included in this proxy statement regarding future performance and results, expectations, plans, strategies, priorities, commitments, and other statements that are not historical facts are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based upon current beliefs, expectations, and assumptions and are subject to significant risks, uncertainties, and changes in circumstances that could cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended October 31, 2023. Readers of this proxy statement are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

One Technology Way

P. O. Box 68180

Indianapolis, Indiana 46268

2024 Annual Meeting of Shareholders

March 14, 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.