Integer Holdings Corp
For the period ended Dec 31, 2023. Filed Apr 8, 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.
Dec 31, 2023 · Filed Apr 8, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 | ☐ |
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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 |
(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. |
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Integer Holdings Corporation, which will be held on Wednesday, May 22, 2024 at 9:00 a.m., Eastern Time, at the New York Stock Exchange, 11 Wall Street, New York, NY. Stockholders who wish to attend the Annual Meeting must pre-register. See pages 61 and 62 of the proxy statement for registration instructions and identification requirements.
Details of the business to be conducted at the Annual Meeting are given in the enclosed Notice of Annual Meeting and Proxy Statement. Included with the Proxy Statement is a copy of the company’s 2023 Annual Report. We encourage you to read this document. It includes information on the company’s operations, markets and products, as well as the company’s audited consolidated financial statements.
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted. We are using the “Notice and Access” (Notice of Internet Availability) method of providing proxy materials to you via the Internet. We believe that this process should provide you with a convenient and quick way to access your proxy materials and vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. We have mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice and Access Letter”) containing instructions on how to access our Proxy Statement and Annual Report and vote electronically on the Internet or by telephone. The Notice and Access Letter also contains instructions on how to receive a paper copy of the proxy materials.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Pamela G. Bailey
Pamela G. Bailey
Chair of the Board
/s/ Joseph W. Dziedzic
Joseph W. Dziedzic
President and Chief Executive Officer
5830 GRANITE PARKWAY, SUITE 1150
PLANO, TEXAS 75024
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 2024 Annual Meeting of Stockholders of Integer Holdings Corporation will be held at the New York Stock Exchange, 11 Wall Street, New York, NY on Wednesday, May 22, 2024 at 9:00 a.m., Eastern Time, for the following purposes:
To elect 11 directors for a one-year term until their successors have been elected and qualified;
To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for Integer Holdings Corporation for fiscal year 2024;
To approve, on an advisory basis, the compensation of our named executive officers; and
To consider and act upon other matters that may properly come before the Annual Meeting and any adjournments thereof.
Stockholders of record at the close of business on March 25, 2024 are entitled to vote at the Annual Meeting. Stockholders who wish to attend the Annual Meeting must pre-register. See pages 61 and 62 of the proxy statement for registration instructions and identification requirements.
By Order of the Board of Directors,
/s/ McAlister C. Marshall, II
McAlister C. Marshall, II
Senior Vice President,General Counsel and Corporate Secretary
Plano, Texas
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL MEETING. IF YOU RECEIVED A NOTICE AND ACCESS LETTER, YOU CAN VOTE YOUR SHARES BY PROXY VIA INTERNET OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS FOUND IN THE NOTICE AND ACCESS LETTER. IF YOU RECEIVED PRINTED COPIES OF THE PROXY MATERIALS BY MAIL, YOU CAN VOTE YOUR SHARES BY PROXY VIA INTERNET OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS FOUND ON THE PROXY CARD OR BY MARKING, SIGNING, DATING AND PROMPTLY RETURNING THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID ENVELOPE FURNISHED FOR THAT PURPOSE. ANY PROXY MAY BE REVOKED IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME PRIOR TO ITS USE AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS. ANY STOCKHOLDER PRESENT AT THE MEETING MAY WITHDRAW HIS OR HER PROXY AND VOTE PERSONALLY ON ANY MATTER PROPERLY BROUGHT BEFORE THE MEETING.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 22, 2024
INTEGER HOLDINGS CORPORATION’S 2024 PROXY STATEMENT AND 2023 ANNUAL REPORT
ARE AVAILABLE AT www.envisionreports.com/ITGR
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Statement Summary | 1 |
| Company Proposals | 7 |
| Proposal 1 – Election of Directors | 7 |
| Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm | 15 |
| Proposal 3 – Advisory Vote on Compensation of the Named Executive Officers | 16 |
| Compensation Discussion and Analysis | 17 |
| Executive Summary | 17 |
| Compensation Philosophy | 19 |
| Compensation Committee Practices and Procedures | 19 |
| Competitive Market Review | 20 |
| Base Salary | 21 |
| Annual Performance-Based Incentives | 22 |
| Long-Term Incentive Plan | 26 |
| Additional Equity-Based Compensation | 27 |
| Other Features of Our Executive Compensation Program | 29 |
| Change in Control Agreements and Severance Benefits | 30 |
| Employment Agreements | 30 |
| Compensation and Organization Committee Report | 31 |
| Compensation Risk Analysis | 31 |
| Executive Compensation | 32 |
| 2023 Summary Compensation Table | 32 |
| 2023 Grants of Plan-Based Awards | 34 |
| Outstanding Equity Awards at 2023 Fiscal Year-End | 35 |
| Stock Vested in 2023 | 36 |
| Equity Compensation Plan Information | 37 |
| Potential Payments Upon Termination of Employment or Change in Control | 38 |
| CEO Pay Ratio | 42 |
| Pay Versus Performance | 43 |
| Corporate Governance and Board Matters | 47 |
| Leadership Structure of the Board | 47 |
| Board Independence | 48 |
| Enterprise Risk Management | 48 |
| Committees and Meetings of the Board | 48 |
| Executive Sessions of the Board | 50 |
| Board/Committee/Director Evaluations | 50 |
| Communications with the Board | 50 |
| Compensation Committee Interlocks and Insider Participation | 51 |
| Director Compensation | 51 |
| Related-Person Transactions | 53 |
| Audit Committee Report | 53 |
| Other Governance Practices | 54 |
| Security Ownership of Certain Beneficial Owners and Management | 57 |
| Other Matters | 59 |
| General Information – Questions and Answers | 60 |
| Appendix A | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.