LINCOLN ELECTRIC HOLDINGS INC
For the period ended Apr 24, 2025. Filed Mar 20, 2025.
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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.
Apr 24, 2025 · Filed Mar 20, 2025
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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 |
|---|
| 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 Rule 14a-12 |
LINCOLN ELECTRIC HOLDINGS, 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 the appropriate box): | |
|---|---|
| ☒ | 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. |
LINCOLN ELECTRIC HOLDINGS, INC. | 22801 ST. CLAIR AVENUE | CLEVELAND, OHIO 44117
LINCOLN ELECTRIC
Notice of Annual Meeting of Shareholders
Proposals to be Voted on
| 1 | To elect 11 Director Nominees named in this Proxy Statement to our Board of Directors to serve until the 2026 Annual Meeting or until their successors are duly elected and qualified |
| 2 | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025 |
| 3 | To approve, on an advisory basis, the compensation of our named executive officers (NEOs) |
By Order of the Board of Directors,
Shareholders of record at the close of business on February 28, 2025, the record date, are entitled to vote at the Annual Meeting.
Your vote is very important! Please vote your shares promptly. We appreciate your continued confidence in Lincoln Electric!
| Steven B. Hedlund | Jennifer I. Ansberry |
|---|---|
| Chair, President and Chief Executive Officer | Executive Vice President, General Counsel and Secretary |
| Annual Meeting Details | |
|---|---|
| DATE & TIME | |
| Thursday, April 24, 2025 | |
| 11:00 AM ET | |
| PLACE | |
| Online at www.virtualshareholder meeting.com/LECO2025 | |
| ACCESS & PARTICIPATION | |
| Online at www.virtual shareholdermeeting.com/LECO2025. You must have your 16-digit control number which is printed on your proxy card. | |
| Submit pre-meeting questions online by visiting www.proxyvote.com before Friday, April 18, 2025 at 5:00 pm ET. | |
| Important | |
| We will begin mailing this proxy statement on or about March 20, 2025. | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 24, 2025:
This Proxy Statement and the related form of proxy, along with our 2024 Annual Report on Form 10-K, are available free of charge at www.lincolnelectric.com/proxymaterials.
Table of Contents
NOTICE OF ANNUAL MEETING
| PROXY SUMMARY | 3 |
|---|---|
| Business Overview | 4 |
| PROPOSAL 1—ELECTION OF DIRECTOR NOMINEES | 19 |
| Board Composition | 20 |
| Director Nominees | 22 |
| CORPORATE GOVERNANCE | 30 |
| Our Board Committees | 33 |
| Oversight of Our Company | 38 |
| Compensation-Related Risk | 42 |
| Related-Party Transactions | 43 |
| Director Compensation | 43 |
| EXECUTIVE COMPENSATION | 47 |
| Compensation Discussion and Analysis | 48 |
| Compensation Committee Report | 76 |
| Executive Compensation Tables | 77 |
| Termination And Change In Control Arrangements | 85 |
| CEO Pay Ratio | 90 |
| Pay Versus Performance | 91 |
| SECURITY OWNERSHIP OF MANAGEMENT | 95 |
| Beneficial Ownership Table | 95 |
| Equity Compensation Plan Information | 97 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 98 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 99 |
| ANNUAL MEETING PROPOSALS | 100 |
| Proposal 1—Election of Director Nominees | 100 |
| Proposal 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm | 101 |
| Proposal 3—Approval, on an Advisory Basis, of Named Executive Officer Compensation | 103 |
| AUDIT COMMITTEE REPORT | 107 |
| FAQS | 108 |
| APPENDIX A—DEFINITIONS AND NON-GAAP FINANCIAL MEASURES | 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.