Vertiv Holdings Co
For the period ended Jun 19, 2024. Filed Apr 26, 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 19, 2024 · Filed Apr 26, 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
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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 Pursuant to §240.14a–12 |
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Vertiv Holdings Co
(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 the appropriate box):
| ☒ | 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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Annual Meeting of Stockholders – June 19, 2024
Dear Stockholder,
On behalf of the Board of Directors of Vertiv Holdings Co (“Vertiv”), I am pleased to invite you to participate in Vertiv’s 2024 Annual Meeting of Stockholders on June 19, 2024, at 11 a.m. Eastern time. The meeting will be virtual and can be accessed via live webcast at the following addresswww.virtualshareholdermeeting.com/VRT2024.
We encourage you to review the proxy statement, which contains important information about the stockholder meeting, our nominees for election to our Board of Directors, and executive compensation, among other important disclosures.
Whether or not you plan to participate in the meeting, it is important that your shares be represented. Please vote your shares via the internet, the toll-free telephone number provided or, if you received a paper copy of a proxy card or voter instruction form by mail, you may vote your shares by completing, signing, dating, and returning your proxy card or voter instruction form in the postage-paid envelope.
We value you as one of our stockholders, we appreciate your investment in Vertiv, and we welcome your participation in our upcoming stockholder meeting.
Kind regards,
David M. Cote Executive Chairman of the Board
Notice of Annual Meeting of Stockholders To be held on June 19, 2024 11:00 a.m. (ET)
Notice is hereby given that the 2024 annual meeting of stockholders (the “Annual Meeting”) of Vertiv Holdings Co, a Delaware corporation (the “Company,” “Vertiv” or “we”), will be held on June 19, 2024 at 11:00 a.m. (Eastern Time), via live webcast at the following addresswww.virtualshareholdermeeting.com/VRT2024. We are holding the meeting for the following purposes:
| 1. | Election of Directors. Elect eleven directors to our Board of Directors, each for a term of one year expiring at the 2025 annual meeting of stockholders and until such director’s successor has been duly elected and qualified; |
| 2. | Say-On-Pay. Approve, on an advisory basis, the 2023 compensation of our named executive officers as disclosed in the accompanying proxy statement; and |
| 3. | Independent Auditor. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |
Only stockholders of record as of the close of business on April 22, 2024 (the “Record Date”) will be entitled to virtually attend or vote at the Annual Meeting or any adjournment or postponement thereof. A complete list of these stockholders will be available on the bottom panel of your screen during the meeting after entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker.
To facilitate voting, Internet and telephone voting are available. The instructions for voting are on the proxy card. If you hold your shares through a bank, broker, or other holder of record, please follow the voter instruction form you received from the holder of record.
The 2024 Annual Meeting will be virtual. You may attend the Annual Meeting and vote your shares electronically during the Annual Meeting via live webcast by visitingwww.virtualshareholdermeeting.com/VRT2024. You will need the 16-digit control number that is printed on your proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials, to enter the Annual Meeting. Vertiv recommends that you log in 15 minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts.
Your vote is important. Please act as soon as possible to vote your shares, whether or not you plan to virtually attend the Annual Meeting. Additionally, please mark, sign, date, and return the accompanying proxy card or voter instruction form in the postage-paid envelope or vote by telephone or via the Internet. Instructions are included on your proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials.
April 26, 2024
Stephanie L. Gill Chief Legal Counsel and Corporate Secretary
These materials were first sent or made available to shareholders on April 26, 2024.
| PROXY SUMMARY | 1 |
|---|---|
| GENERAL INFORMATION | 6 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 10 |
| Nominees for Election | 10 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 16 |
| Board Composition | 16 |
| Director Independence | 16 |
| Board of Directors Leadership Structure | 16 |
| Board of Directors Role in Risk Oversight | 17 |
| Attendance at Board of Directors and Committee Meetings and Annual Meeting | 18 |
| Board Committees | 18 |
| Policy Regarding Director Nominations | 20 |
| Communication with the Board of Directors | 21 |
| Code of Conduct | 21 |
| Director Compensation | 21 |
| DIRECTORS AND EXECUTIVE OFFICERS | 23 |
| EXECUTIVE COMPENSATION | 26 |
| Compensation Discussion and Analysis | 26 |
| COMPENSATION TABLES | 36 |
| Summary Compensation Table | 36 |
| Grants of Plan-Based Awards in Fiscal 2023 | 37 |
| Understanding Our Summary Compensation Table and Grants of Plan-Based Awards in Fiscal 2023 Table | 38 |
| Outstanding Equity Awards at 2023 Fiscal Year-End | 39 |
| Option Exercises and Stock Vested During Fiscal 2023 | 40 |
| Potential Payments Upon Termination or Change in Control | 40 |
| CEO Pay Ratio | 43 |
| Pay versus Performance | 44 |
| Equity Compensation Plan Information | 48 |
| PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS | 49 |
| PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 50 |
| INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 51 |
| Pre-Approval Policy | 51 |
| Fees | 51 |
| Audit Fees | 51 |
| Audit-Related Fees | 51 |
| Tax Fees | 52 |
| All Other Fees | 52 |
| AUDIT COMMITTEE REPORT | 53 |
| STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 54 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 56 |
| Related Party Transactions Policies and Procedures | 56 |
| Business Combination | 56 |
| Other Related Party Transactions | 56 |
| ADDITIONAL INFORMATION | 57 |
| List of Stockholders of Record | 57 |
| Submission of Stockholder Proposals at Next Year’s Annual Meeting | 57 |
| Consideration of Stockholder-Recommended Director Nominees | 58 |
| Stockholder Communications with the Board of Directors | 58 |
| Note About Forward-Looking Statements | 58 |
| ANNEX A NON-GAAP FINANCIAL MEASURES | 59 |
| Reconciliation of Non-GAAP Financial Measures | 60 |
- 2024 Proxy Statement | i
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.