HELIOS TECHNOLOGIES, INC.
For the period ended Jun 6, 2024. Filed Apr 25, 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.
Jun 6, 2024 · Filed Apr 25, 2024
Contents
Proxy Statement
This proxy overview is a summary of information that you will find throughout this proxy statement. As this is only an overview, we encourage you to read the entire proxy statement, which was first distributed to our shareholders on or about April 25, 2024.
2024 ANNUAL MEETING OF SHAREHOLDERS
| Time and Date: | Thursday, June 6, 2024, at 9:00 a.m. Eastern Daylight Time |
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| Place: | The Liberty Hotel, 215 Charles St., Boston, MA 02114 |
| Record Date: | April 9, 2024 |
| Voting: | Shareholders as of April 9, 2024 (the “record date”) may vote by mail, over the internet or by telephone on or before 11:59 p.m. Eastern Daylight Time on June 5, 2024 for shares held directly and by 11:59 p.m. Eastern Daylight Time on May 30, 2024 for shares held in a Plan through one of the following options: |
| By completing, signing anddating the voting instructionsin the envelope provided | By the internet at www.fcrvote.com/HLIO | By telephone at 1-866-402-3905 | In person by completing,signing and dating a ballotat the annual meeting |
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Any proxy delivered pursuant to this solicitation may be revoked, at the option of the person executing the proxy, at any time before it is exercised by delivering a signed revocation to the Company, by submitting a later-dated proxy or by attending the meeting in person and casting a ballot. If proxies are signed and returned without voting instructions, the shares represented by the proxies will be voted as recommended by the Board of Directors (the “Board”). If you are a shareholder of record, you may vote by granting a proxy. Specifically, you may vote:
| • | By Internet—If you have Internet access, you may submit your proxy by going to www.fcrvote.com/HLIO and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your Notice or your proxy card in order to vote by Internet. |
| • | By Telephone—If you have access to a touch-tone telephone, you may submit your proxy by dialing 1-866-402-3905 and by following the recorded instructions. You will need the 16-digit number included on your Notice or your proxy card in order to vote by telephone. |
| • | By Mail—You may vote by mail by returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity. |
| • | In Person—You may vote by attending the Meeting in person and casting a ballot. |
The cost of soliciting proxies will be borne by the Company. In addition to the use of the mail, proxies may be solicited personally, by internet or by telephone by regular employees of the Company. The Company does not expect to pay any compensation for the solicitation of proxies, but may reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expense in sending proxy materials to their principals and obtaining their proxies. The approximate date on which this Proxy Statement and enclosed form of proxy first has been mailed or made available over the Internet to shareholders is as of April 25, 2024.
2024 Proxy Statement | 1
PROXY STATEMENT
The close of business on April 9, 2024, has been designated as the record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting. As of April 9, 2024, 33,159,682 shares of the Company’s Common Stock, par value $.001 per share, were issued and outstanding. Each shareholder will be entitled to one vote for each share of Common Stock registered in his or her name on the books of the Company on the close of business on April 9, 2024, on all matters that come before the Meeting. Abstentions will be counted as shares that are present and entitled to vote for purposes of determining whether a quorum is present. Shares held by nominees for beneficial owners will also be counted for purposes of determining whether a quorum is present if the nominee has the discretion to vote on at least one of the matters presented, even though the nominee may not exercise discretionary voting power with respect to other matters and even though voting instructions have not been received from the beneficial owner (a “brokernon-vote”). Brokers have the discretionary voting power with respect to the ratification of the appointment of Grant Thornton LLP as our independent public accounting firm.
Vote Required
Directors are elected by a plurality of votes cast (meaning that the one Director nominee who receives the highest number of shares voted “for” the election are elected). “Withhold” votes and brokernon-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of the nominee.
The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm is approved if the votes cast favoring the action exceed the votes cast opposing the action. Abstentions are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal. This proposal is considered a routine matter on which a broker will have discretionary authority to vote on the proposal should a beneficial holder not provide voting instructions. For that reason, if you are a beneficial holder and you wish to vote “for,” “against” or “abstain” from this proposal, you will have to provide your broker with such an instruction. Otherwise, your broker will vote in its discretion.
The advisory vote on Named Executive Officer compensation is approved if the votes cast favoring the action exceed the votes cast opposing the action. Abstentions and brokernon-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal.
2023 FINANCIAL HIGHLIGHTS*
| * | See Appendix A for reconciliations of non-GAAP financial measures to our results as reported under generally accepted accounting principles (“GAAP”) in the United States. |
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2 | 2024 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.