MOHAWK INDUSTRIES INC
For the period ended May 23, 2024. Filed Apr 5, 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.
May 23, 2024 · Filed Apr 5, 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
Filed by the Registrant
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Filed by a Party other than the Registrant
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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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(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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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
| i | NOTICE OF ANNUAL MEETING OF STOCKHOLDERS |
| 1 | PROXY STATEMENT |
| 3 | PROPOSAL 1 — ELECTION OF DIRECTORS |
| 4 | Director, Director Nominee and Executive Officer Information |
| 5 | Nominees for Director |
| 7 | Continuing Directors |
| 8 | Contractual Obligations with respect to the Election of Directors |
| 9 | Executive Officers |
| 10 | Meetings and Committees of the Board of Directors |
| 12 | 2023 DIRECTOR COMPENSATION |
| 13 | AUDIT COMMITTEE |
| 13 | Report of the Audit Committee of the Board of Directors of Mohawk Industries, Inc. |
| 14 | Principal Accountant Fees and Services |
| 15 | PROPOSAL 2 — RATIFICATION OF SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| 16 | COMPENSATION DISCUSSION AND ANALYSIS |
| 16 | Executive Summary |
| 17 | Compensation Philosophy and Objectives |
| 17 | Market Data |
| 18 | Company and Individual Performance Metrics |
| 18 | Components of Our Compensation Program |
| 19 | Allocation of Total Direct Compensation |
| 19 | Consideration of Last Year’s Advisory Stockholder Vote on Executive Compensation |
| 19 | Determination of Executive Officer Compensation |
| 19 | 2023 Review of Compensation |
| 20 | Base Salary |
| 20 | Annual Incentive Awards |
| 22 | Long-Term Incentive Plan |
| 25 | Perquisites and Other Executive Benefits |
| 25 | Retirement Benefits and Deferred Compensation |
| 25 | Severance Pay Arrangements |
| 25 | Stock Ownership Guidelines and Hold Periods |
| 26 | Policy on Hedging Transactions |
| 26 | Compensation Risk Review |
| 26 | Compensation Committee Report |
| 27 | EXECUTIVE COMPENSATION |
| 27 | 2023 Summary Compensation Table |
| 28 | 2023 Grants of Plan-Based Awards |
| 29 | Outstanding Equity Awards at 2022 Year-End |
| 30 | 2023 Option Exercises and Stock Vested |
| 30 | 2023 Nonqualified Deferred Compensation |
| 31 | Equity Compensation Plan Information |
| 31 | Potential Payments upon Termination of Employment or Change in Control |
| 33 | CEO Pay Ratio |
| 34 | Pay Versus Performance |
| 37 | Certain Relationships and Related Transactions |
| 37 | Compensation Committee Interlocks and Insider Participation |
| 38 | PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION |
| 39 | PRINCIPAL STOCKHOLDERS OF THE COMPANY |
| 40 | DELINQUENT SECTION 16(a) REPORTS |
| 41 | CORPORATE GOVERNANCE |
| 41 | Board Membership Criteria |
| 41 | Board Leadership |
| 42 | Sustainability |
| 43 | Risk Oversight |
| 43 | Annual Board and Committee Self-Evaluations |
| 43 | Nomination Process for the Board of Directors |
| 44 | Board Refreshment |
| 44 | Communication with Directors |
| 44 | Availability of Information |
| 44 | Financial Statements |
| 45 | STOCKHOLDER PROPOSALS |
| 46 | OTHER MATTERS |
| 47 | ANNEX A — NON-GAAP RECONCILIATION |
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