HURCO COMPANIES INC
For the period ended Mar 14, 2024. Filed Jan 29, 2024.
View on SEC.govAbout 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.
Mar 14, 2024 · Filed Jan 29, 2024
Contents
Cover page
Show cover page
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 STATEMENT | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING AND VOTING | 1 |
| PROPOSAL 1. ELECTION OF DIRECTORS | 6 |
| CORPORATE GOVERNANCE | 11 |
| PROPOSAL 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 19 |
| EXECUTIVE COMPENSATION | 20 |
| Compensation Discussion and Analysis | 20 |
| Report of the Compensation Committee | 41 |
| Assessment of Compensation-Related Risks | 42 |
| Tabular Compensation Information | 43 |
| GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE | 45 |
| OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END TABLE | 47 |
| OPTION EXERCISES AND STOCK VESTED IN 2023 | 48 |
| EQUITY COMPENSATION PLAN INFORMATION AT 2023 FISCAL YEAR END | 49 |
| CEO Pay Ratio Disclosure | 51 |
| Potential Payments upon Termination | 54 |
| Pay Versus Performance | 57 |
| Compensation of Directors | 61 |
| DIRECTOR COMPENSATION TABLE | 61 |
| PROPOSAL 3. PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION | 62 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 64 |
| REPORT OF THE AUDIT COMMITTEE | 65 |
| PROPOSAL 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 66 |
| SHAREHOLDER PROPOSALS FOR OUR 2025 ANNUAL MEETING | 68 |
| INCORPORATION BY REFERENCE | 68 |
| OTHER BUSINESS | 69 |
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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.