Fortrea Holdings Inc
For the period ended May 14, 2024. Filed Mar 28, 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.
May 14, 2024 · Filed Mar 28, 2024
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
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 Pursuant to §240.14a-12 |
|---|
FORTREA HOLDINGS INC.
(Name of Registrant as Specified in its Charter)
Not applicable.
(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. |
|---|
Delivering solutions that bring life-changing treatments to patients faster and create lasting value for all our stakeholders
To Our Stockholders:
FORTREA HOLDINGS INC. 8 MOORE DRIVE, DURHAM, NORTH CAROLINA 27709
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Fortrea Holdings Inc. at 7:30 a.m. Eastern Time, on Tuesday, May 14, 2024, at The Mayton Inn, 301 South Academy Street, Cary, North Carolina 27511.
The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. If you would like to attend the Annual Meeting, please review the section called “Who Can Attend the Annual Meeting?” on page 5 of the proxy statement for more information about how to attend the meeting.
Proxy materials, which include a Notice of Internet Availability, proxy statement and proxy card are first being made available to stockholders of Fortrea Holdings Inc. on or about March 28, 2024. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies
of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card.
Thank you for your support.
Sincerely,
Thomas H. Pike
Chief Executive Officer and Chairman of the Board
Table of Contents
| Notice of Annual Meeting of Stockholders | 1 |
|---|---|
| Proxy Statement | 2 |
| Proposals | 3 |
| Recommendations of the Board | 3 |
| Information About This Proxy Statement | 4 |
| Questions and Answers About the 2024 Annual Meeting of Stockholders | 5 |
| Proposal 1: Election of Directors | 8 |
| Vote Required | 8 |
| Recommendation of the Board of Directors | 8 |
| Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 13 |
| Vote Required | 13 |
| Recommendation of the Board of Directors | 13 |
| Report of the Audit Committee of the Board of Directors | 14 |
| Independent Registered Public Accounting Firm Fees and Other Matters | 15 |
| Named Executive Officers | 16 |
| Corporate Governance | 17 |
| General | 17 |
| Board Composition | 17 |
| Board Diversity Matrix (as of March 28, 2024) | 17 |
| Director Independence | 18 |
| Director Candidates | 18 |
| Stockholder Engagement | 19 |
| Communications from Stockholders | 19 |
| Board Leadership Structure and Role in Risk Oversight | 19 |
| Periodic Board Evaluation | 20 |
| Code of Conduct and Ethics | 20 |
| Attendance by Members of the Board of Directors at Meetings | 20 |
| Committees of the Board | 21 |
| Audit Committee | 21 |
| Management Development and Compensation Committee | 22 |
| Nominating, Corporate Governance and Compliance Committee | 23 |
| Cybersecurity & the Audit Committee | 23 |
| Executive Compensation | 25 |
|---|---|
| Compensation Discussion & Analysis | 25 |
| Summary Compensation Table | 39 |
| Grants of Plan-Based Awards | 40 |
| Equity Incentive Awards | |
| Outstanding Equity Awards at Fiscal Year-End | 41 |
| Option Exercises and Stock Vested | 42 |
| Nonqualified Deferred Compensation | 42 |
| Potential Payments Upon Termination or Change in Control | 43 |
| Pay versus Performance | 45 |
| Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers | 47 |
| Vote Required | 48 |
| Recommendation of the Board of Directors | 48 |
| Proposal 4: Approval of the Frequency of Future Advisory Votes on Named Executive Officers’ Compensation | 49 |
| Vote Required | 49 |
| Recommendation of the Board of Directors | 49 |
| Director Compensation | 50 |
| 2023 Director Compensation Table | 50 |
| Equity Compensation Plan Information | 51 |
| Security Ownership of Certain Beneficial Owners and Management | 52 |
| Certain Relationships | 54 |
| Delinquent Section 16(a) Reports | 54 |
| Compensation Committee Interlocks and Insider Participation | 54 |
| Stockholders’ Proposals | 54 |
| Other Matters | 55 |
| Solicitation of Proxies | 55 |
| Appendix A - Supplemental Non-GAAP Financial Information Used in Compensation Performance Metrics | 57 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.