HELIOS TECHNOLOGIES, INC.
For the period ended Jun 6, 2024. Filed Apr 25, 2024.
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Jun 6, 2024 · Filed Apr 25, 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
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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)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under $240.14a-12 |
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Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | 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. |
Dear Shareholders, In 2023, the Helios Technologies (“Helios”) team continued to execute on the business transformation into an integrated operating company that we laid out nearly four years ago. I am proud of how our team persevered while addressing the impacts of several macroeconomic challenges and geopolitical events in 2023. For further details on our fiscal 2023 performance and the progress we are making please see my Letter to Shareholders in our 2023 Annual Report and 10-K.
We continued to advance on our ESG journey. Highlights included:
| • | Governance: Our Board always seeks investor input and actively evaluates its governance policies and structure provided in shareholder feedback. As part of our active engagement with our shareholders, we reached out to holders of approximately 83% of our shares outstanding. This year’s topics included: executive compensation, board structure, ESG metrics and trends, capital allocation, and our business transformation. While we believe we have a strong board refreshment process as over half of our board has been refreshed within the past four years, our board has started to actively discuss the timing of proposing the declassification of our board along with a potential transition from plurality to majority voting structure. While a classified board structure has a number of advantages including the promotion of continuity, stability and encouragement for a board to plan for long-term goals, we recognize that a declassified board can better enable stockholders to express a view on each director’s performance by means of an annual vote and further provide stockholders a more active role in shaping and implementing corporate governance policies and holding management accountable for implementing those policies. |
| • | Environmental Sustainability: We made capital investments in our manufacturing and operating strategy to create Centers of Excellence with increased automation and efficiency in operations while supporting our “in the region, for the region” manufacturing strategy. As we have added and acquired additional capacity, we have maintained our disciplined approach to methodically achieving ISO (International Organization for Standardization) certification on our manufacturing sites. ISO is an independent, non-governmental organization that develops standards to ensure the quality, safety and efficiency of products, services, and systems. These standards help our business improve efficiency, productivity, and customer satisfaction. It also provides a framework as we look for continuous improvements and incremental steps toward achieving our long-term commitment of net zero greenhouse gas emission (GHG) by 2050 for our operated assets. |
| • | Social Responsibility: Critical to our evolution is the development of our talent and engagement of our employees. In alignment with our strategy, it is critical that we continue to cultivate, accelerate, and elevate our talent across the organization. In 2023, we launched our global talent management system through Cornerstone that encompasses Helios’ performance management, learning management, and career development. As a part of our new regional structure alignment in Hydraulics, several of our colleagues were given the opportunity to move between operating companies and take on larger roles. We also welcomed a new Chief Financial Officer, Sean Bagan, who brings over 20 years of international business, strategic financial operations, and leadership experience, along with a proven track record of building, growing, and transforming businesses in the U.S. and internationally. |
You are cordially invited to attend the Helios Annual Meeting of Shareholders on June 6, 2024 at 9:00 a.m. (Eastern Time), in Boston, MA at The Liberty Hotel, 215 Charles St, Boston, MA 02114. All Helios shareholders of record at the close of business on April 9, 2024 are welcome to attend the Annual Meeting, but it is important that your shares are represented at the Annual Meeting even if you do not plan to attend. To ensure you will be represented, as soon as possible please vote by telephone, mail, or online.
On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued interest in and support of Helios Technologies.
Sincerely,
Josef Matosevic
President & CEO
Helios Technologies, Inc.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Thursday, June 6, 2024
Notice is hereby given that the Annual Meeting of Shareholders of Helios Technologies, Inc., a Florida corporation, will be held in person on Thursday, June 6, 2024, at 9:00 a.m. (Eastern Daylight Time) at The Liberty Hotel, 215 Charles St., Boston, MA 02114 for the following purposes:
| 1. | To elect one Director to serve until the Annual Meeting in 2027, whom shall serve until a successor is elected and qualified or until an earlier resignation, removal from office or death. |
| 2. | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 28, 2024. |
| 3. | To conduct an advisory vote to approve Named Executive Officer compensation. |
| 4. | To transact such other business as properly may come before the Meeting or any adjournment thereof. |
Shareholders of record at the close of business on April 9, 2024 (referred to herein as the “record date”), are entitled to receive notice of and to vote at the Meeting and any adjournment thereof.
We sent a Notice of Internet Availability of Proxy Materials on or about April 25, 2024 and provided access to our proxy materials over the Internet beginning April 25, 2024, for the holders of record and beneficial owners of our common stock as of the close of business on the record date. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability instructs you on how to access and review this proxy statement and our annual report and authorize a proxy online to vote your shares. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.
If your shares are held in street name by a brokerage, your broker will supply the Notice of Internet Availability instructions on how to access and review this proxy statement and our annual report and authorize a proxy online to vote your shares. If you receive paper copies of the materials from your broker by mail, please mark, sign, date and return your proxy card to the brokerage. It is important that you return your proxy to the brokerage as quickly as possible so that the brokerage may vote your shares. You may not vote your shares in person at the Meeting unless you obtain a power of attorney or legal proxy from your broker authorizing you to vote the shares, and you present this power of attorney or proxy at the Meeting.
By Order of the Board of Directors,
Marc A. Greenberg
General Counsel & Secretary
Sarasota, Florida
April 25, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDERS MEETING TO BE HELD ON JUNE 6, 2024
This Proxy Statement and our Annual Report to Shareholders are available at: www.viewproxy.com/HeliosTechnologies/2024 and https://ir.heliostechnologies.com.
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