SMITH A O CORP
For the period ended Apr 9, 2024. Filed Feb 29, 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.
Apr 9, 2024 · Filed Feb 29, 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
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Filed by a party other than the Registrant
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Preliminary Proxy Statement
| ☐ | Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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DEAR FELLOW A. O. SMITH STOCKHOLDER: We are pleased to invite you to our Annual Meeting of Stockholders, to be held on Tuesday, April 9, 2024, at 8:00 a.m. Eastern Daylight Time. This year’s Annual Meeting will be held at the Carnegie Hotel, 1216 W. State of Franklin Road, Johnson City, Tennessee. The attached Notice of our 2024 Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business we will address at the meeting. You can also review our 2023 Annual Report, which incorporates our Form 10-K, to learn more about our financial performance. 2024 will mark a milestone for us. We will celebrate 150 years in business; 150 years of growth and innovation, built upon an unwavering commitment to integrity toward our employees, customers and stockholders. We are proud to be an innovative water technology company and our performance this year reflects our commitment to profitable growth through innovation in a sustainable manner. To our employees worldwide, thank you for your hard work during another challenging, but successful year. Thank you for being a stockholder and for your ongoing support of our company. We hope you will attend the Annual Meeting of Stockholders. Whether or not you choose to attend, your vote is important. We encourage you to sign and return your proxy or vote by telephone or through the Internet as soon as possible so that your shares will be represented and voted at the meeting. Even if you submit a proxy, you can revoke it at any time before the meeting if you choose to attend and vote during the meeting. Sincerely, Kevin J. Wheeler Chairman, President and Chief Executive Officer
NOTICE OF 2024 ANNUAL MEETING
OF STOCKHOLDERS
The 2024 Annual Meeting of Stockholders of A. O. Smith Corporation will be held at the Carnegie Hotel, 1216 W. State of Franklin Road, Johnson City, Tennessee, on Tuesday, April 9, 2024, at 8:00 a.m. Eastern Daylight Time (EDT) for the following purposes:
| (1) | To elect our Board of Directors; |
| (2) | To approve, by advisory vote, the compensation of our named executive officers; |
| (3) | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| (4) | To consider a stockholder proposal, if properly presented at the meeting, requesting a Board report on our hiring practices with respect to formerly incarcerated people; and |
| (5) | To consider and act upon such other business as may properly come before the Annual Meeting. |
Stockholders of record as of February 20, 2024, are entitled to attend and vote at the Annual Meeting. The list of stockholders entitled to vote at the meeting will be available by appointment at our offices at 11270 West Park Place, Milwaukee, Wisconsin, as of March 29, 2024, for examination by stockholders.
All stockholders mustpre-register in order to attend the Annual Meeting of Stockholders of A. O. Smith Corporation. Topre-register, please contact us by email at jstern@aosmith.com or by telephone at 414-359-4000 and provide your name, address, telephone number and indicate that you plan to attend the Annual Meeting. We will respond to allpre-registration requests and will maintain a list of verified stockholders at the Annual Meeting. In addition to ownership confirmation, youmust also present a government-issued photo identification showing your name, address and signature for admission. Annual Meetingpre-registration requests must be received by the end of business on Friday, April 5, 2024.
By Order of the Board of Directors,
James F. Stern
Executive Vice President,
General Counsel and Secretary
11270 West Park Place
Milwaukee, WI 53224
Meeting Information
Time: 8:00 a.m. (EDT)
Place: Carnegie Hotel 1216 W. State of Franklin Road Johnson City, Tennessee
Whether or not you plan to attend the meeting, we encourage you to vote your shares. You may vote your shares over the Internet, as we describe in the accompanying materials and the Important Notice Regarding the Availability of Proxy Materials. As an alternative, if you received a paper copy of the Proxy Card by mail, you may sign, date and mail the Proxy Card in the envelope provided or use the toll-free telephone number on the Proxy Card. No postage is necessary if mailed in the United States. Voting over the Internet, voting via the toll-free telephone number or mailing a Proxy Card will not limit your right to attend and vote at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON APRIL 9, 2024:
The Notice of 2024 Annual Meeting of Stockholders, this Proxy Statement and our 2023 Annual Report are also available atwww.proxydocs.com/aos.
PROXY STATEMENT FOR 2024 ANNUAL MEETING
TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
|---|---|
| PRINCIPAL STOCKHOLDERS | 4 |
| ELECTION OF DIRECTORS | 5 |
| GOVERNANCE OF OUR COMPANY | 12 |
| The Board of Directors | 12 |
| Director Independence and Financial Literacy | 12 |
| Board Composition | 13 |
| Board Information and Stockholder Communications | 14 |
| Procedure for Review of Related Party Transactions | 14 |
| Potential Director Candidates | 15 |
| Board Committees | 16 |
| Audit Committee | 16 |
| Personnel and Compensation Committee | 17 |
| Nominating and Governance Committee | 18 |
| Our Leadership Structure | 18 |
| Consideration of Risk | 19 |
| Cybersecurity Risk Assessment and Oversight | 20 |
| Our Commitment to Corporate Responsibility and Sustainability | 21 |
| Public Policy and Regulatory Advocacy | 22 |
| DIRECTOR COMPENSATION | 23 |
| STOCK OWNERSHIP | 25 |
| Security Ownership of Directors and Management | 25 |
| EXECUTIVE COMPENSATION | 26 |
| Compensation Discussion and Analysis | 26 |
| Summary Compensation Table | 39 |
|---|---|
| Components of 2023 All Other Compensation | 40 |
| Grants of Plan-Based Awards | 41 |
| Outstanding Equity Awards at December 31, 2023 | 42 |
| Option Exercises and Stock Vested | 43 |
| Pension Benefits | 43 |
| Non-qualified Deferred Compensation | 44 |
| Termination of Employment and Change in Control Arrangements | 45 |
| REPORT OF THE PERSONNEL AND COMPENSATION COMMITTEE | 49 |
| PAY VERSUS PERFORMANCE DISCLOSURE | 50 |
| PAY RATIO DISCLOSURE | 55 |
| ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 56 |
| REPORT OF THE AUDIT COMMITTEE | 57 |
| RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 59 |
| REPORT OF THE NOMINATING AND GOVERNANCE COMMITTEE | 60 |
| DATES FOR STOCKHOLDER PROPOSALS | 61 |
| STOCKHOLDER PROPOSAL REQUESTING A BOARD REPORT ON OUR HIRING PRACTICES WITH RESPECT TO FORMERLY INCARCERATED PEOPLE | 62 |
PROXY STATEMENT
2023 ANNUAL MEETING
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.