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RESIDEO TECHNOLOGIES, INC.

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

Jun 5, 2024 · Filed Apr 23, 2024

REZI$19.40-1.0%Stored close · as of Nov 6, 2026
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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

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Filed by a Party other than the Registrant

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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

Resideo Technologies, Inc.

(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

April 23, 2024

Dear Resideo Shareholders:

I would like to invite you to attend the 2024 Annual Meeting of Shareholders of Resideo Technologies, Inc. (“Resideo” or the “Company”), which will be held via a live virtual meeting on Wednesday, June 5, 2024 at 1:00 p.m. Eastern Daylight Time.

In 2023 we continued to make progress against our key initiatives to transform the business. Our actions included further reshaping our portfolio, reducing structural costs, forming new partnerships, and continuing to innovate with new product introductions. This resulted in near-term financial momentum which we expect will better position the company for long-term profitable growth.

Executing against this strategy, we finished 2023 on a positive note both financially and operationally, delivering tangible progress on our key initiatives. Highlights include:

•Delivered strong cash flow generation with free cash flow of $335 million for the year, 160% conversion of net income, and repurchased 2.6 million shares.
•Drove sequential quarterly improvements in Products and Solutions gross margin as the year progressed. Completed the sale of our non-strategic Genesis Wire business at an attractive valuation and the outsourcing of our casting facility in San Diego.
•Added strategic capabilities to both our Product and Solutions and ADI businesses through bolt-on acquisitions and expanded our reach through new partnership agreements.
•Expanded our product content with existing homebuilders and added over 20 new builder partners.
•Grew ADI e-commerce sales by 8% year-over-year and made significant investments to enhance our customers’ digital experience.

Products and Solutions

In 2023, Products and Solutions navigated market headwinds in the US. Consumers adjusted to higher interest rates resulting in an almost 20% reduction in existing home sales along with a meaningful slowdown in related repair and remodel activity. Despite these market challenges we had solid execution across the business with our First Alert and BRK brands, particularly in the home builder channel. We expanded the number of homebuilders we are working with and continued to increase our content per home.

We made progress around new product introduction cadence, highlighted by our First Alert branded video doorbell and outdoor cameras for the professional security market. We introduced a new WiFi water leak and freeze detector and a WiFi water shutoff valve. These First Alert branded connected devices provide real-time water leak notifications and automatic water shutoff capabilities. We also introduced the HPCr, an indoor control unit for heat pumps. This is part of our component portfolio supporting the growing EMEA heat pump market.

We continued to drive price realization across the portfolio while managing input costs throughout the year. Gross margin improved sequentially in each quarter within 2023 as we achieved reductions in raw material costs, manufacturing headcount, and freight costs, which offset the impact of reduced volumes. As unit volumes and factory utilization rates recover, we continue to believe Products and Solutions gross margins can further expand.

Our business transformation within Products and Solutions continued in 2023, highlighted by the divestiture of Genesis Wire inmid-October for $86 million. We also optimized our structural costs by closing our casting facility in San Diego, CA and outsourcing those operations.

We expanded and improved our relationships within the retail, insurance and automotive channels. We were recognized by Lowe’s as a 2023 divisional category winner for the building products category. This recognition is the result of significant work across our sales, customer experience, product management, marketing and supply chain teams. This recognition also underscores the value proposition of our products and brands and our deep commitment to partnering with our customer to educate consumers on fire safety. We also expanded our relationship with leading insurance providers, USAA and Nationwide. These relationships will help to enhance homeowner comfort and safety and reduce insurance claims and are an exciting channel for a number of our products. Lastly, we announced a partnership with Ford to explore the potential forvehicle-to-home energy management optimization.

In November, we hosted our annual Connect event in Scottsdale. This event showcased our product innovation and offered networking opportunities for over 700 professional contractors and partners. This event highlighted the thought leadership position we have in the industry with dealers, integrators and installers across the HVAC, security, water, and smart home landscape. Our positioning with the professional contractor remains a unique asset, and much of the work the business has, and continues to undertake, is centered on positioning us to better leverage these relationships.

ADI Global Distribution

Our ADI business also navigated through a challenging environment. We grew in the access control and audio visual categories while demand slowed within residential security and video surveillance. Similar to our Products and Solutions business, we drove structural cost savings within ADI in 2023 while managing through the impact of lower volume and more competitive pricing in certain categories.

An important initiative at ADI has been the continued growth in our digital capabilities. Building a leading digital experience is critical to customer engagement and we expect it to be margin accretive over time. In 2023, oure-commerce sales were up 8% year-over-year. Total touchless sales, which includese-commerce, electronic data interchange, and email automation, now account for 38% of ADI’s total sales. This is a result of a significant investment in our product information management and data asset management systems and will help to enhance the usability of our web experience with a focus on speed, intuitive search, and accuracy of availability and delivery information.

During the year, we continued to add capabilities in adjacent categories with a focus on audio visual and data com. We acquired BTX, building on our recent acquisitions in the audio visual market. Audio visual is a key focus for adjacent market expansion and was one of ADI’s better performing categories in 2023, growing 6% on an organic basis, and now accounts for 10% of ADI sales.

ADI opened its new Super Center distribution center in Dallas in 2023. The site has over 400,000 square feet of distribution space and the capacity to house more than two million units of inventory. The site is equipped with advanced warehouse automation technologies and provides real-time and advanced inventory management. This investment is intended to optimize supply chain operations for ADI by enhancing customer service and providing capacity for long-term growth.

2024 PROXY STATEMENT

Looking to 2024 and Beyond

While headwinds remain in the macro environment, we are focused on delivering our financial targets and maintaining the momentum we generated exiting 2023. In Products and Solutions, we are focused on executing further portfolio and facility optimization as well as increasing the velocity of new product introductions. With our cost actions and transformation work, we believe we are well positioned to drive improved margin and profitability as market conditions begin to recover. In ADI we plan to continue expanding digital initiatives and build upon our adjacent markets and exclusive brand expansion opportunities.

Our focus remains firmly on executing our key strategic initiatives, leveraging our channel strength, product breadth, relationship with the professional, and exposure to attractive long-term structural trends. We remain committed to delivering revenue growth and profit improvement along with continued strong free cash flow generation to drive long-term, sustainable shareholder value.

Sincerely,

Jay Geldmacher

President and Chief Executive Officer

16100 N. 71 st St., Suite 550, Scottsdale, AZ 85254

2024 PROXY STATEMENT

Notice of 2024 Annual Meeting of Shareholders

DATETIMEPLACE
Wednesday, June 5, 20241:00 p.m. Eastern Daylight TimeVia the internet at www.virtualshareholdermeeting.com/ REZI2024

Our 2024 annual meeting will be a live virtual meeting. There will be no physical location for the annual meeting. You will be able to participate in the annual meeting, vote your shares electronically and submit your questions during the live virtual meeting by visiting www.virtualshareholdermeeting.com/REZI2024 and entering the 16-digit control number provided in your proxy materials. You may also submit questions in advance of the meeting by visiting www.proxyvote.com. For more information on accessing the virtual annual meeting, see Question 5 in the section entitled “Questions and Answers About the Annual Meeting and Voting” on page 85.

Agenda:

Election of Directors

Advisory vote to approve executive compensation

Ratification of the appointment of independent registered public accounting firm

Approval of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates

Act on a shareholder proposal described in this Proxy Statement, if properly presented

Transact such other business as may properly come before the meeting

How to Vote: Your vote is important to us. Unless you vote live at the virtual annual meeting, the deadline for receiving your vote is 11:59 p.m. Eastern Daylight Time, on June 4, 2024.

VIA INTERNETBY PHONEBY MAILVIA VIRTUAL MEETING
Visit www.proxyvote.com to vote your shares via the internet. You will need the 16-digit control number provided in your proxy materials when you access the web page.If your shares are held in the name of a bank, brokerage firm or similar organization, follow the telephone voting instructions, if any, provided on your voting instruction card. If your shares are registered in your name, call 1-800-690-6903. You will need the 16-digit control number provided in your proxy materials when you call.Complete and sign the proxy card or voting instruction form and return it in the enclosed postage pre-paid envelope.You may vote your shares live at the virtual annual meeting by visiting www.virtualshareholdermeeting.com/ REZI2024. You will need to enter the 16-digit control number provided in your proxy materials to vote your shares at the virtual annual meeting.

This Notice of 2024 Annual Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on April 23, 2024.

On behalf of Resideo’s Board of Directors,

JEANNINE LANE

EXECUTIVE VICE PRESIDENT,

GENERAL COUNSEL AND CORPORATE SECRETARY

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders to be held on Wednesday, June 5, 2024: our Proxy Statement and 2023 Annual Report are available free of charge on our Investor Relations website at investor.resideo.com.

2024 PROXY STATEMENT

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.