APPLIED INDUSTRIAL TECHNOLOGIES INC
For the period ended Oct 21, 2025. Filed Sep 10, 2025.
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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.
Oct 21, 2025 · Filed Sep 10, 2025
Contents
Proxy Statement Highlights
This proxy statement, the accompanying proxy card, and our Annual Report on Form 10-K are being sent to shareholders beginning on or about September 10, 2025. The highlights below include information that you will find elsewhere in this proxy statement. The highlights do not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting. Information regarding the logistics of the 2025 annual meeting of shareholders (the “Annual Meeting”) begins on page 5.
Proposals and Board Recommendations
Applied’s Board of Directors (the “Board”) makes the following voting recommendations to shareholders for the Annual Meeting:
| Proposal | Board’s VotingRecommendation | Page |
|---|---|---|
| Item 1: Election of Directors | FOR each CompanyDirector Nominee | 8 |
| Item 2: Advisory (Nonbinding) Vote to Approve Executive Compensation | FOR | 63 |
| Item 3: Vote to Ratify Appointment of Independent Auditors | FOR | 66 |
Company Director Nominees
| Nominee | Age | Director Since | Principal Occupation | Independent |
|---|---|---|---|---|
| Mary Dean Hall | 68 | 2019 | Executive Vice President and Chief Financial Officer, Ingevity Corporation | Yes |
| Joe A. Raver | 59 | 2017 | Former President and Chief Executive Officer, Hillenbrand, Inc. | Yes |
| Richard J. Simoncic | 62 | 2024 | Chief Operating Officer, Microchip Technology Inc. | Yes |
Additional information about the nominees and the other continuing directors can be found beginning on page 9.
| 2 | Applied Industrial Technologies 2025 Proxy Statement |
Corporate Governance Highlights
| Independence | ✓ The Board Chairman is an independent director. ✓ All directors are independent, except for our Chief Executive Officer. ✓ The independent directors meet regularly in private executive sessions without management. ✓ The Board’s Audit, Corporate Governance & Sustainability, and Executive Organization & Compensation Committees are each composed solely of independent directors. |
|---|---|
| Board Oversight of Risk Management | ✓ The Board, as a whole and through its committees, oversees and monitors risk management. In this role, the Board is responsible for determining that the risk management processes designed and implemented by management are adequate and functioning as designed. ✓ We have four Audit Committee financial experts serving on the Audit Committee. |
| Board Evaluations, Refreshment, and Composition | ✓ Our Board and its key committees perform annual self-evaluations. ✓ The evaluations contribute to efforts to ensure that the Board continues to be composed of members with diverse experiences, attributes, and skills. ✓ Six directors are actively employed public company executives. ✓ Four current or former public company chief executive officers currently serve on the Board. ✓ We limit the number of other public company boards on which our directors may serve. ✓ Director tenures for directors serving after the Annual Meeting range from 1 to 20 years, and average nine years. ✓ Director ages for directors serving after the Annual Meeting range from 53 to 71 years, and average 62 years. |
| Stock Ownership Guidelines | ✓ We expect each non-employee director to own, within five years after joining the Board, Applied shares valued at a minimum of 5x their annual retainer fees. ✓ Executive officers are expected not to dispose of stock unless their “owned” shares’ market value equals or exceeds the following annual base salary multiples immediately after the disposition: 5x for the Chief Executive Officer, 3x for other executive officers. |
Additional information about our corporate governance starts on page 14.
| Applied Industrial Technologies 2025 Proxy Statement | 3 |
|---|
Business Performance Highlights
Applied achieved new records in sales, net income and cash generation during its 2025 fiscal year, driven by internal growth initiatives and more significant M&A activity, as well as strong cost control and its operating model durability.
| NET SALES $4.6 BILLION | CASH PROVIDED BY OPERATING ACTIVITIES $492.4 MILLION |
|---|---|
| NET INCOME $393.0 MILLION | CASH RETURNED TO SHAREHOLDERS (Dividends + Share Repurchases) $216.5 MILLION |
For a detailed review of our performance, see Applied’s 2025 Annual Report on Form 10-K.
Executive Compensation Highlights
Our executive pay is targeted to be competitive with market medians for similar positions in peer distribution industry companies. Actual pay depends in large part on performance relative to goals and how our stock price performs in response.
The chart below shows the mix of targeted opportunities provided in fiscal year 2025 to our Chief Executive Officer, Neil A. Schrimsher, in the forms of base salary, annual incentive pay, and long-term incentive pay (awarded in equity-based instruments).
In line with results that were generally consistent withpre-established annual target incentive goals, the named executive officers earned annual incentive pay at an average of 106.2% of their individual target values. Fiscal year 2025 achievements under the three-year performance share programs averaged 93.6% of target shares.
For a detailed review of our executive compensation, see the Executive Compensation section of this proxy statement beginning on page 23.
Approval of the Compensation of the Named Executive Officers
Annually we provide shareholders the opportunity to approve, through a nonbinding, advisory vote, the compensation of our named executive officers as disclosed in our proxy statement, including, among other things, our executive compensation objectives, policies, and practices. The proposal is described on pages 63-65.
Ratification of Appointment of Independent Auditors
Subject to shareholder ratification, the Board’s Audit Committee appointed Deloitte & Touche LLP (“Deloitte”) to serve as independent auditors for the fiscal year ending June 30, 2026. The committee made the appointment after evaluating the firm and its performance. We seek the shareholders’ ratification of the appointment as described on page 66.
| 4 | Applied Industrial Technologies 2025 Proxy Statement |
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