ADVANCED ENERGY INDUSTRIES INC
For the period ended May 7, 2026. Filed Mar 26, 2026.
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May 7, 2026 · Filed Mar 26, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
ProxyStatement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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| Filed by the Registrant | þ | Filed by a Party other than the Registrant | ◻ |
Check the appropriate box:
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| ◻ | Preliminary Proxy Statement |
| ◻ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| þ | Definitive Proxy Statement |
| ◻ | Definitive Additional Materials |
| ◻ | Soliciting Material under §240.14a-12 |
ADVANCEDENERGY INDUSTRIES, INC.
(Name of Registrantas Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| Payment of Filing Fee (Check all boxes that apply): | ||
| þ | 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. | |
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A Message from Our CEO
Dear Stockholders:
Please join us for Advanced Energy’s 2026 Annual Meeting of Stockholders at 8:00 a.m., Mountain Daylight Time, on Thursday, May 7, 2026, at the Elizabeth Hotel, located at 111 Chestnut Street, Fort Collins, Colorado 80524.
2025 was a highly successful year for Advanced Energy. We grew revenue by 21% to the second-highest level in company history. Driven by demand for artificial intelligence (AI), Data Center Computing revenue more than doubled for the year. Semiconductor revenue grew to the second highest level in company history. Industrial and Medical revenue bottomed in the first quarter, followed by three quarters of sequential growth as customer inventory conditions improved. We achieved solid profitability in 2025 and delivered record cash flow from operations.
During the year, we made substantial progress executing our strategic initiatives. We maintained a solid cadence of innovation, launching 26 new product platforms and numerous custom solutions. Customers confirmed that our advanced semiconductor technologies – eVoSTM, eVerest TM, and NavXTM – are enabling meaningful improvements in yield and throughput at the leading edge. In Data Center Computing, we secured design wins for volume production and are working closely with key customers to develop solutions to meet next-generation AI power requirements. In operations, we more than doubled total output at our Philippines and Mexico factories, enabling our strong growth. We made substantial progress building our new 500,000 square foot flagship factory in Thailand, which should provide more than $1 billion in incremental revenue generating capacity. Finally, we continue to optimize our manufacturing footprint, an important component of our gross margin expansion plan.
Looking forward, Advanced Energy seeks to extend its market leadership in precision power for differentiated high-end applications. In 2026, we see positive demand trends across our target markets and expect multiple new wins will ramp to production. Beyond this year, we believe that our diversification strategy, investments for growth, and focus on execution position us to capture upside and deliver strong financial results. We are confident in our ability to meet or exceed the long-term financial goals presented at our 2024 Analyst Day.
On behalf of our employees and Board of Directors, we thank you for your continued support.
Best regards,
/s/ Stephen D. Kelley
Stephen D. Kelley
President and Chief Executive Officer
March 26, 2026
i
2025 ANNUAL
PROXY STATEMENT
Notice of the Annual Meeting of Stockholders
To be held on May 7, 2026
8:00 a.m. Mountain Daylight Time
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Advanced Energy Industries, Inc. (“Advanced Energy”). Please see below for meeting logistics and business matters to be addressed at the 2026 Annual Meeting.
| Logistics · Item of Business · Board Recommendation | ||||||
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| · WhenThursday, May 7, 2026, at 8:00 a.m. MDTWhereThe Elizabeth Hotel111 Chestnut StreetFort Collins, CO 80524Who Can VoteAll holders of our common stock at the close of business on March 16, 2026 · · · | ||||||
| | 1 | Election of ten (10) directors; | | FOR ALL NOMINEES | ||
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| | 2 | Ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for 2026; | | FOR | ||
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| | 3 | Advisory approval of Advanced Energy’s compensation of its named executive officers; | | FOR | ||
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| | 4 | Approval of an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 70,000,000 shares to 140,000,000 shares; | | FOR | ||
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| | 5 | Approval of the amendment and restatement of the Amended and Restated 2023 Omnibus Incentive Plan; and | | FOR | ||
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| | 6 | Any other matters of business properly brought before the 2026 Annual Meeting. | | | ||
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| Each of matters 1 through 5 is described in detail in the proxy statement accompanying this Notice of the Annual Meeting of Stockholders, dated March 26, 2026. | ||||||
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| | Your vote is important. All stockholders are cordially invited to attend the 2026 Annual Meeting in person. If you do not plan to attend the 2026 Annual Meeting and vote your shares of common stock in person, please authorize a proxy to vote your shares in one of the below ways. Any proxy may be revoked at any time prior to its exercise at the 2026 Annual Meeting. | |||||
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| · Place your vote via internet at www.proxypush.com/AEIS · · Call toll-free (if US or Canada) 1-866-390-9955 · · Mark, date, sign and mail your proxy card in the pre-paid envelope provided · | ||||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 7, 2026
This notice for the 2026 Annual Meeting, the proxy statement, the proxy card, and the 2025 Annual Report, which includes the Annual Report on Form 10-K for the year ended December 31, 2025, are available online at www.proxydocs.com/AEIS.
| Denver, Colorado | By Order of the Board of Directors, |
|---|---|
| March 26, 2026 | /s/ Elizabeth K. VonneElizabeth K. Vonne |
| | Executive Vice President, General Counsel, and Corporate Secretary |
ii
2026 ANNUAL
PROXY STATEMENT
Table of Contents
| A Message from our CEO | i |
|---|---|
| Notice of the Annual Meeting of Stockholders | ii |
| Table of Contents | 1 |
| Proxy Summary | 2 |
| Proposal No. 1 - Election of Directors | 4 |
| Director Compensation | 15 |
| Corporate Governance | 17 |
| Proposal No. 2 - Ratification of the Appointment of Ernst & Young LLP as Advanced Energy’s Independent Registered Public Accounting Firm for 2026 | 26 |
| Proposal No. 3 - Advisory Approval of the Company’s Named Executive Officer Compensation | 28 |
| Security Ownership of Certain Beneficial Owners and Management | 30 |
| Executive Compensation | 32 |
| Compensation Discussion and Analysis | 32 |
| Compensation Risk Assessment | 46 |
| Compensation Committee Report | 46 |
| Equity Compensation Plan Information | 47 |
| Management | 48 |
| Summary Compensation Table for 2025 | 50 |
| 2025 Grants of Plan-Based Awards | 51 |
| 2025 Outstanding Equity Awards at Fiscal Year-End | 52 |
| 2025 Option Exercises and Stock Vested | 53 |
| Pension Benefits | 53 |
| Non-Qualified Deferred Compensation | 54 |
| Potential Payments upon Termination or Change in Control | 55 |
| Pay versus Performance | 57 |
| CEO Pay Ratio | 62 |
| Certain Relationships and Related Transactions | 63 |
| Proposal No. 4 - Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock | 64 |
| Proposal No. 5 - Approval of the Amendment and Restatement of the Amended and Restated 2023 Omnibus Incentive Plan | 66 |
| Conduct and Communications | 78 |
| Proposals of Stockholders | 78 |
| General Meeting Matters | 79 |
| Appendix A - Reconciliation of Non-GAAP Measures | A-1 |
| Appendix B - Proposed Amendment to Advanced Energy’s Amended and Restated Certificate of Incorporation | B-1 |
| Appendix C – Proposed Second Amended and Restated 2023 Omnibus Incentive Plan | C-1 |
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2026 ANNUAL
PROXY STATEMENT
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