HURCO COMPANIES INC
For the period ended Mar 13, 2025. Filed Jan 29, 2025.
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 13, 2025 · Filed Jan 29, 2025
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
1 TECHNOLOGY WAY
INDIANAPOLIS, INDIANA 46268
(317) 293-5309
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| When: March 13, 2025 at 10:00 a.m. Eastern Time | Where: Company Headquarters 1 Technology Way Indianapolis, Indiana 46268 | Record Date: January 17, 2025 |
The following items of business are more fully described in our proxy statement accompanying this notice. Please read our proxy statement carefully.
| Items of Business | Board’s Recommendation | Further Information | |
| 1 | To elect eight directors to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualify | FOR each director nominee | Page 2 |
| 2 | To approve, in an advisory (non-binding) vote, the compensation paid to our named executive officers (“Say on Pay”) | FOR | Page 13 |
| 3 | To approve an amendment to the Amended and Restated Hurco Companies, Inc. 2016 Equity Incentive Plan | FOR | Page 46 |
| 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, 2025 | FOR | Page 56 |
| 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 2025 Annual Meeting.
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 17, 2025, are entitled to notice of and to vote at the 2025 Annual Meeting of Shareholders (the “2025 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 2025 Annual Meeting, the Company may adjourn the 2025 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, 2025
**YOUR VOTE IS IMPORTANT—**Even if you plan to attend the 2025 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 2025 Annual Meeting to be Held on March 13, 2025
In accordance with the rules of the Securities and Exchange Commission, we are advising our shareholders of the availability of our proxy materials related to the 2025 Annual Meeting on the Internet. 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 the proxy materials, as well as providing access to those proxy materials on a publicly-accessible website.
This Notice of 2025 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 2025 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., 1 Technology Way, Indianapolis, Indiana 46268, or by telephone at (317) 293-5309.
Table of Contents
| PROXY STATEMENT SUMMARY | 1 |
|---|---|
| PROPOSAL 1. ELECTION OF DIRECTORS | 2 |
| Director Nominees | 2 |
| Board Diversity, Director Nominee Experience and Qualifications, and Board Composition | 5 |
| CORPORATE GOVERNANCE | 6 |
| Policies on Corporate Governance | 6 |
| Board Leadership Structure | 6 |
| Board Role in Risk Oversight | 6 |
| Director Independence and Board Meetings | 7 |
| Board Committees and Committee Meetings | 7 |
| Compensation Committee Interlocks and Insider Participation | 9 |
| Director Recommendations | 9 |
| Shareholder Communications | 9 |
| Code of Business Conduct and Ethics | 9 |
| Certain Relationships and Related Person Transactions | 9 |
| Environmental, Social, and Governance Matters | 10 |
| COMPENSATION OF DIRECTORS | 12 |
| Director Compensation Table | 12 |
| Director Compensation Program | 12 |
| PROPOSAL 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 13 |
| EXECUTIVE COMPENSATION | 14 |
| Compensation Discussion and Analysis | 14 |
| Report of the Compensation Committee | 30 |
| Assessment of Compensation-Related Risks | 31 |
| Compensation Tables | 32 |
| SUMMARY COMPENSATION TABLE | 32 |
| GRANTS OF PLAN-BASED AWARDS IN 2024 | 34 |
| OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END | 35 |
| OPTION EXERCISES AND STOCK VESTED IN 2024 | 36 |
| EQUITY COMPENSATION PLAN INFORMATION AT 2024 FISCAL YEAR END | 37 |
| NONQUALIFIED DEFERRED COMPENSATION IN 2024 | 38 |
| CEO Pay Ratio Disclosure | 39 |
| Employment Agreements | 40 |
| Equity Awards | 41 |
| Potential Payments upon Termination | 42 |
| PROPOSAL 3. APPROVAL OF THE AMENDMENT TO THE AMENDED AND RESTATED HURCO COMPANIES, INC. 2016 EQUITY INCENTIVE PLAN | 46 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 54 |
| PROPOSAL 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 56 |
| REPORT OF THE AUDIT COMMITTEE | 58 |
| QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING AND VOTING | 59 |
| SHAREHOLDER PROPOSALS FOR OUR 2026 ANNUAL MEETING | 62 |
| INCORPORATION BY REFERENCE | 62 |
| OTHER BUSINESS | 62 |
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, 2024. 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.
1 Technology Way
Indianapolis, Indiana 46268
2025 Annual Meeting of Shareholders
March 13, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.