Snap-on Inc
For the period ended Apr 25, 2024. Filed Mar 12, 2024.
View on SEC.govAbout this filing
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 25, 2024 · Filed Mar 12, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
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 |
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| ☐ | Confidential, for 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 under §240.14a-12 |
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SNAP-ON INCORPORATED
(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 |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | 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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NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
HELP US REDUCE COSTS
If you receive more than one set of proxy materials, it means your shares are held in more than one account. You should vote the shares on all of your proxy cards. You may help us reduce costs by consolidating your accounts so that you receive only one set of proxy materials in the future. To consolidate your accounts, please contact our transfer agent, Computershare Trust Company, N.A. (“Computershare”), toll-free at 1-800-446-2617, or as otherwise provided in our annual report.
ADMISSION TO THE ANNUAL MEETING
All shareholders of record as of the close of business on February 26, 2024, may attend the Annual Meeting, which will be held in person on April 25, 2024, at 10:00 a.m. Central Time. Seating, however, is limited and will be on a first arrival basis.
To attend the Annual Meeting, please follow these instructions:
| • | Bring proof of ownership of Snap-on stock and a form of identification; or |
| • | If a broker or other nominee holds your shares, bring proof of ownership of Snap-on stock on or about February 26, 2024, through such broker or nominee and a form of identification. |
HOW TO VOTE
While we offer several methods for you to vote your shares at the Annual Meeting, we encourage you to vote in advance of the meeting through the internet as it is the most cost-effective method. We also recommend that you vote as soon as possible, even if you are planning to attend the Annual Meeting, so that the vote count will not be delayed. If you choose to vote your shares through the internet or by telephone, there is no need for you to mail back your proxy card.
You may (i) vote at the Annual Meeting or (ii) authorize the persons named as proxies on the proxy card to vote your shares by returning the enclosed proxy card through the internet, by telephone or by mail.
To vote over the internet:
Go to www.investorvote.com/sna. Have your proxy card available when you access the website because you will need the control number from your proxy card to vote.
To vote by telephone:
Call 1-800-652-VOTE (1-800-652-8683) 24 hours a day, 7 days a week. Have your proxy card available when you make the call because you will need the control number from your proxy card to vote.
To vote by mail:
Complete, sign and return the proxy card to the address indicated on the proxy card.
If shares are not registered in your name, then you vote by giving instructions to the firm that holds your shares rather than using any of the methods discussed above. Please check the voting form of the firm that holds your shares to see if it offers internet or telephone voting procedures.
WEBCAST OF THE ANNUAL MEETING
Snap-on will also webcast its Annual Meeting live on April 25, 2024, at 10:00 a.m. Central Time. To attend this event, visit Investor Events in the Investors section of Snap-on’s website at www.snapon.com/EN/Investors/Investor-Events and click on the link to the webcast. Individuals on the webcast will be in listen-only mode and will not have the option to vote or otherwise participate in the Annual Meeting. An archived presentation of the Annual Meeting will be available on Snap-on’s website, www.snapon.com, for at least 90 days.
Notice of the 2024 Annual Meeting of Shareholders
March 12, 2024
Dear Shareholder:
Snap-on Incorporated will hold its 2024 Annual Meeting of Shareholders on Thursday, April 25, 2024, at 10:00 a.m. Central Time, at the IdeaForge located within the Snap-on Innovation Works at the Company’s headquarters, 2801 80th Street, Kenosha, Wisconsin 53143.
This year’s meeting is being held for the following purposes:
| 1. | to elect 10 directors to each serve a one-year term ending at the 2025 Annual Meeting; |
| 2. | to ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2024; |
| 3. | to hold an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and “Executive Compensation Information” in the Proxy Statement; and |
| 4. | to transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. |
In addition to the formal business, there will be a short presentation on Snap-on’s performance.
Only shareholders of record as of the close of business on February 26, 2024, the record date for the Annual Meeting, will have the opportunity to vote, participate in and ask questions at the Annual Meeting. If you are a shareholder and plan to attend the Annual Meeting in person, please refer to the section of the Proxy Statement titled “Commonly Asked Questions and Answers about the Annual Meeting” for information about attendance requirements.
The Company recommends that shareholders vote in advance of the Annual Meeting through the internet, by telephone or by returning a completed proxy card so that the vote count will not be delayed.
The Annual Meeting will also be webcast. Individuals on the webcast will be in listen-only mode and will not have the option to vote or otherwise participate in the meeting.
If you have any questions or comments, please direct them to Snap-on Incorporated, Investor Relations, 2801 80th Street, Kenosha, Wisconsin 53143. If you prefer, you may email questions or comments to InvestorRelations@snapon.com. We always appreciate your interest in Snap-on and thank you for your continued support.
Your vote is important. Thank you for voting.
Sincerely,
Richard T. Miller
Vice President, General Counsel and Secretary
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 25, 2024. The proxy statement and annual report to security holders are available under the Investors section of the Company’s website at www.snapon.com.
The Board of Directors recommends the following votes:
| • | FOR each of the Board’s nominees for election as directors; |
| • | FOR the ratification of the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2024; and |
| • | FOR approval of the compensation of the Company’s named executive officers. |
To vote in person at the Annual Meeting, you will need to request a ballot to vote your shares. If you vote in advance of the Annual Meeting by proxy, either by internet, telephone or mail, and later find that you will be present at the Annual Meeting, or for any other reason desire to revoke your proxy, you may do so at any time before it is voted.
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.