HEICO CORP

This Proxy Statement is furnished to the shareholders of HEICO Corporation (collectively, “HEICO,” “we,” “us,” “our” or the “Company”) in connection with the solicitation of proxies by HEICO’s Board of Directors (the “Board”) for use at the Annual Meeting of Shareholders of HEICO (the “Annual Meeting”).

Internet Availability of Proxy Materials and Annual Report on Form 10-K

This Proxy Statement and our 2023 Annual Report on Form 10-K are also available on our website at www.heico.com under the heading “Investors.” Our website does not constitute a part of the Proxy Statement.

Voting Matters

We will also transact any other business that may properly come before the meeting or any adjournments thereof.

In accordance with the rules of the Securities and Exchange Commission, we are furnishing our proxy materials, including this proxy statement and our 2023 Annual Report on Form 10-K, to our shareholders primarily via the Internet. On February 2, 2024, we began mailing to most of our shareholders a Notice of Internet Availability of Proxy Materials that contains instructions on how to access our proxy materials on the Internet. For shareholders who have requested physical copies, this Proxy Statement, form of proxy and Annual Report on Form 10-K are first being mailed to shareholders on or about February 7, 2024.

Only holders of record of HEICO Common Stock, $0.01 par value per share (“Common Stock”), and Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), as of the close of business on January 19, 2024 (the “Record Date”) will be entitled to vote at the Annual Meeting. On that date, there were outstanding 54,764,476 shares of Common Stock, each entitled to one vote, and 83,542,292 shares of Class A Common Stock, each entitled to 1/10th vote per share.

Like fiscal 2022, HEICO experienced another substantial growth year—a year when the Company achieved record revenue, operating income and EBITDA (as defined on page A-1 in Annex A) while successfully completing our two largest-ever acquisitions and continuing our product offering expansion.

Once again, we ended the year with a particularly strong fiscal 4th quarter, which saw our net sales rise by 54% to a record $936.4 million, up from $609.6 million in the 4th quarter of fiscal 2022. This sales growth rate was more than double fiscal 2022’s already strong 4th quarter 20% sales growth. Meanwhile, the Company’s 4th quarter fiscal 2023 operating income increased 29% to a record $189.4 million, versus an already strong $146.5 million in fiscal 2022’s 4th quarter.

For all of fiscal 2023, HEICO’s net sales increased 34% to a record $2.968 billion, up from $2.208 billion in fiscal 2022, while operating income increased 26% to a record $625.3 million, up from $496.8 million in all of fiscal 2022. Net income attributable to HEICO increased 15% to a record $403.6 million, or $2.91 cents per diluted share in fiscal 2023, up from $351.7 million, or $2.55 per diluted share, in fiscal 2022.

The Company’s fiscal 2023 EBITDA increased 28% to a record $758.3 million, up from $593.7 million in fiscal 2022.

Notably, our commercial aviation businesses continued to report very strong sales and earnings as we witnessed the combined power of commercial air travel growth, new product development, market penetration and acquisitions.

While Defense was more challenging in fiscal 2023 because production rates on numerous programs served by HEICO subsidiaries were lower (something we anticipated would happen), our Defense businesses remained very healthy overall and we continue to anticipate growing defense revenues in the years ahead. Our space businesses also reported solid results, while our non-aerospace and defense markets continued to work off their elevated backlogs and achieve record sales until the year’s second half.

HEICO made three strategic acquisitions in fiscal 2023. First, in January 2023 we completed the planned Exxelia purchase for approximately $504.0 million. Then, in March 2023, we effectively acquired the balance of Honeywell Aerospace’s Emergency Locator Transmitter (ELT) product line through a licensing transaction with Honeywell. And, in May 2023, we announced the Wencor acquisition, which was completed in August 2023 for approximately $2.05 billion, marking HEICO’s largest-ever acquisition (prior to that, Exxelia was our largest acquisition). We are very pleased with these acquisitions and remain excited about their potential growth.

Wencor is an excellent fit with HEICO’s Flight Support Group, as it is a commercial and military aircraft aftermarket company offering factory-new, FAA-approved aircraft replacement parts, value-added distribution of high use commercial & military aftermarket parts and aircraft & engine accessory component repair and overhaul services. Its parts and repairs are found in hydraulic, pneumatic, electronic and electromechanical, cockpit and galley systems throughout numerous aircraft models and provide our customers with significant cost savings.

In July 2023, the Company successfully sold $1.2 billion of investment grade-rated Senior Notes at what we consider favorable interest rates. Proceeds from this offering helped to fund the Wencor acquisition, among other purposes. Further, HEICO increased its revolving credit facility to $2.0 billion from $1.5 billion in order to increase the Company’s financial flexibility.

HEICO’s entrepreneurial businesses continued innovating last year with the introduction of over 5,000 new products and services across the entire company. These products and services are found on a multitude of aircraft, defense equipment, medical equipment, spacecraft and other systems produced at over 100 facilities in 15 countries around the globe.

The Company’s unique culture which empowers our people to make decisions on a decentralized basis is the powerful tool enabling our growth and success. This culture emphasizes our incredibly talented Team Members and places our customers in a supreme position. The HEICO culture is further detailed in the pages that follow and it adheres strictly to the idea of hiring, retaining and promoting the most talented people based upon their abilities, effort and success, while celebrating the incredible diversity HEICO enjoys resulting from our culture.

HEICO paid its 89th and 90th consecutive semi-annual cash dividends since 1979. Each of these $.10 per share cash dividends are also received by nearly every US-based HEICO Team Member through their HEICO share ownership in their 401K accounts. It’s an important part of our culture.

In fiscal 2024, we expect strong growth in our commercial aviation sales, some improvement in our defense sales

and softer sales in other markets due to customers needing to consume inventory and balance their own production schedules. However, we currently expect improvement in those other markets as the year progresses.

Also in 2024 and beyond, we intend to use our strong cash flow for debt-reduction, new acquisitions, capital expenses and other growth needs. HEICO continues to seek excellent acquisitions to enhance the Company’s growth and capabilities.

As we write you today, we are as excited about HEICO’s future as we have been at any point in time. We believe that our thoughtfully planned balance of revenues in commercial aviation, defense, space and other markets are yielding excellent results. While we are not afraid to undertake sensible risks, we eschew fads in favor of sound business and investing principles which have served our shareholders well for decades.

Once again, we are indebted to our Team Members for all of the boundless energy they devote to HEICO’s success and we know how fortunate we are to have this HEICO family. Of course, we thank our customers and suppliers for their confidence and support, along with thanking our Board of Directors for their continued wise counsel and collaboration in building HEICO.

Sincerely,

Certain statements in this management’s message constitute forward-looking statements, which are subject to risks, uncertainties and contingencies. HEICO’s actual results may differ materially from those expressed in or implied by those forward-looking statements as a result of factors listed under the heading “Risk Factors” in HEICO’s filings with the Securities and Exchange Commission as may be updated and amended from time to time. Parties receiving these materials are encouraged to review all of HEICO’s filings with the Securities and Exchange Commission, including, but not limited to, filings on Form 10-K, Form 10-Q and Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

OUTSTANDING RESULTS HISTORY

We believe HEICO’s Culture discussed in the opening letter to our fellow shareholders is responsible for HEICO’s extraordinary sales, income and shareholder performance over more than thirty years. The following graphs display that performance and the Shareholder graphs include a comparison to the New York Composite Index, the Dow Jones U.S. Aerospace Index and a group of peer stocks enumerated on page 25. We believe these factors help validate the Board’s policies discussed herein.

The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock since October 31, 1990 with the Total Shareholder Return on $100 invested in the NYSE Composite Index and the Dow Jones U.S. Aerospace Index. October 31, 1990 was the end of the first fiscal year following the date the current executive management team assumed leadership of the Company. No Class A Common Stock was outstanding as of October 31, 1990. The NYSE Composite Index measures the performance of all common stocks listed on the NYSE. The Dow Jones U.S. Aerospace Index is comprised of large companies which make aircraft and defense equipment and systems, as well as providers of satellites and spacecraft used for both commercial and defense purposes. The total returns include the reinvestment of cash dividends.

The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock and HEICO Class A Common Stock with the Total Shareholder Return on $100 invested in an Aerospace Company Peer Group for the three-year period from October 31, 2020 through October 31, 2023. The Aerospace Company Peer Group is comprised of thirteen companies used in preparing the Company's fiscal 2023 compensation benchmark analysis. Please note one company, Aerojet Rocketdyne Holdings, Inc., was omitted from the table below as they were not a listed company for the full three-year duration presented. See within the “Determining Compensation Levels” section on page 25 for a list of the company names. The total returns include the reinvestment of cash dividends. The total returns include the reinvestment of cash dividends.

The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock and HEICO Class A Common Stock with the Total Shareholder Return on $100 invested in the NYSE Composite Index and the Dow Jones U.S. Aerospace Index for the three-year period from October 31, 2020 through October 31, 2023. The NYSE Composite Index measures the performance of all common stocks listed on the NYSE. The Dow Jones U.S. Aerospace Index is comprised of large companies which make aircraft and defense equipment and systems, as well as providers of satellites and spacecraft used for both commercial and defense purposes. The total returns include the reinvestment of cash dividends.