Skip to main content

MOHAWK INDUSTRIES INC

For the period ended May 23, 2024. Filed Apr 5, 2024.

View on SEC.gov

About 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 23, 2024 · Filed Apr 5, 2024

MHK$150.52-0.2%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

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

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 §240.14a-12

(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.
☐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.

To the Stockholders of Mohawk Industries, Inc.:

You are cordially invited to attend the annual meeting of stockholders to be held on Thursday, May 23, 2024, at 10:00 a.m. local time, at the Company’s offices at 160 South Industrial Boulevard, Calhoun, Georgia 30701.

The business of the meeting will be (i) to elect a class of directors to serve a three-year term beginning in 2024, (ii) to vote upona non-binding resolution to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm, and (iii) to vote upona non-binding, advisory resolution to approve executive compensation. There will not otherwise be a business review at the meeting.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow the Company to furnish proxy materials to stockholders on the internet. These rules allow us to provide our stockholders with the information they need, while reducing the environmental impact of our Annual Meeting and lowering costs. Unless you previously requested a paper copy of our proxy materials, you will receive a Notice of Internet Availability of Proxy Materials, which tells you how to access the materials on the internet. If you have requested paper copies and no longer wish to receive them, contact our registrar and transfer agent, Equiniti Trust Company (“EQ”), to request that only the Notice of Internet Availability of Proxy Materials be mailed in the future. Contact EQ by phoneat 800-937-5449 or by mail at 6201 15th Avenue, Brooklyn, NY 11219.

Whether or not you plan to attend the annual meeting, please vote by internet at your earliest convenience or complete and return your proxy card if you requested a paper copy of our materials. You may choose to attend the meeting and personally cast your votes even if you fill out and return a proxy card.

Sincerely yours,

JEFFREY S. LORBERBAUM

Chairman and Chief Executive Officer

TABLE OF CONTENTS

iNOTICE OF ANNUAL MEETING OF STOCKHOLDERS
1PROXY STATEMENT
3PROPOSAL 1 — ELECTION OF DIRECTORS
4Director, Director Nominee and Executive Officer Information
5Nominees for Director
7Continuing Directors
8Contractual Obligations with respect to the Election of Directors
9Executive Officers
10Meetings and Committees of the Board of Directors
122023 DIRECTOR COMPENSATION
13AUDIT COMMITTEE
13Report of the Audit Committee of the Board of Directors of Mohawk Industries, Inc.
14Principal Accountant Fees and Services
15PROPOSAL 2 — RATIFICATION OF SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
16COMPENSATION DISCUSSION AND ANALYSIS
16Executive Summary
17Compensation Philosophy and Objectives
17Market Data
18Company and Individual Performance Metrics
18Components of Our Compensation Program
19Allocation of Total Direct Compensation
19Consideration of Last Year’s Advisory Stockholder Vote on Executive Compensation
19Determination of Executive Officer Compensation
192023 Review of Compensation
20Base Salary
20Annual Incentive Awards
22Long-Term Incentive Plan
25Perquisites and Other Executive Benefits
25Retirement Benefits and Deferred Compensation
25Severance Pay Arrangements
25Stock Ownership Guidelines and Hold Periods
26Policy on Hedging Transactions
26Compensation Risk Review
26Compensation Committee Report
27EXECUTIVE COMPENSATION
272023 Summary Compensation Table
282023 Grants of Plan-Based Awards
29Outstanding Equity Awards at 2022 Year-End
302023 Option Exercises and Stock Vested
302023 Nonqualified Deferred Compensation
31Equity Compensation Plan Information
31Potential Payments upon Termination of Employment or Change in Control
33CEO Pay Ratio
34Pay Versus Performance
37Certain Relationships and Related Transactions
37Compensation Committee Interlocks and Insider Participation
38PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION
39PRINCIPAL STOCKHOLDERS OF THE COMPANY
40DELINQUENT SECTION 16(a) REPORTS
41CORPORATE GOVERNANCE
41Board Membership Criteria
41Board Leadership
42Sustainability
43Risk Oversight
43Annual Board and Committee Self-Evaluations
43Nomination Process for the Board of Directors
44Board Refreshment
44Communication with Directors
44Availability of Information
44Financial Statements
45STOCKHOLDER PROPOSALS
46OTHER MATTERS
47ANNEX A — NON-GAAP RECONCILIATION
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.