BENCHMARK ELECTRONICS INC

For the period ended Apr 17, 2026. Filed Apr 17, 2026.

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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.

Apr 17, 2026 · Filed Apr 17, 2026

BHE$60.40+1.8%Stored close · as of Nov 6, 2026

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9.5

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. )

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Check the appropriate box:

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☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
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☐	Soliciting Material Under §240.14a-12

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2024 Benchmark Pr

56 South Rockford Drive

Tempe, Arizona 85288

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERSTO BE HELD ON THURSDAY, MAY 28, 2026

Date:Thursday, May 28, 2026 Time:8:00 a.m. local time Location:Benchmark Electronics, Inc.56 South Rockford DriveTempe, Arizona 85288

AGENDA:1.to elect nine (9) directors to serve on the Company's Board of Directors until the 2027 annual meeting of shareholders and until their successors are duly elected and qualified;2.to approve the advisory resolution approving the compensation of the Company’s named executive officers;3.to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; 4.to approve an amendment to the Benchmark Electronics, Inc. 2019 Omnibus Incentive Compensation Plan to increase the total number of authorized shares of the Company’s common stock available for grant thereunder by 1,800,000 shares; and5.to transact such other business as may properly come before the meeting or any adjournment thereof.

RECORD DATE

Shareholders of record of Benchmark Electronics, Inc. (the“Company”) at the close of business on April 2, 2026 are entitled to notice of and to vote at the meeting and any adjournment thereof. You are cordially invited to attend the meeting.

By order of the Board of Directors,

/s/ Stephen J. Beaver

Stephen J. Beaver

Secretary

Tempe, Arizona

April 17, 2026

YOUR VOTE IS IMPORTANT
Regardless of whether you plan to attend the meeting, please act promptly to vote your shares. You may vote in person or by using a proxy as follows:
By Internet:	By Telephone:	By Mail:
Go to www.proxypush.com/BHE.Please have the Notice of Internet Availability ofProxy Materials (the “Notice”) we sent to youin hand because it has your personal controlnumber(s) needed for your vote.	Call 1-866-206-5293 on a touch-tonephone. Please have the Notice we sentto you in hand because it has yourpersonal control number(s) needed foryour vote.	Please request written materials asprovided in the Notice; then complete,sign and date the proxy card andreturn it to the address indicatedthereon.

Your proxy is revocable at any time before it is voted at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE

HELD ON MAY 28, 2026:

THE PROXY MATERIALS FOR THE ANNUAL MEETING, INCLUDING THIS PROXY STATEMENT AND THE COMPANY’S 2025 ANNUAL

REPORT TO SHAREHOLDERS, ARE AVAILABLE AS PROVIDED IN THE NOTICE.

TABLE OF CONTENTS

INTRODUCTION	1
PROPOSAL 1 — ELECTION OF DIRECTORS	4
Nominees for Election	4
Board Tenure, Skills and Qualifications	4
Election Procedures; Term	11
Executive Officers	11
Corporate Governance, Committee Charters, Shareholder Communications	13
Sustainability	14
Operation of Board of Directors and Committees, Attendance, Director Independence	18
Certain Transactions	21
Human Capital and Compensation Committee Interlocks and Insider Participation	21
Delinquent Section 16(a) Reports	21
COMPENSATION DISCUSSION AND ANALYSIS	22
Executive Summary	23
What Guides our Programs	24
Philosophy and Objectives	24
Primary Components of Compensation	24
The Decision-Making Process	25
Timing of Compensation Decisions	26
2025 Executive Compensation Program in Detail	26
Base Salary	26
Annual Incentives	26
Long-Term Equity-Based Incentive Program	28
2026 Executive Compensation Program Decisions	30
Other Compensation Practices, Policies and Guidelines	30
Share Ownership Guidelines	30
Hedging, Short Sales and Pledging Policies	30
Securities Trading Policy	30
Deferred Compensation Benefits	30
Retirement Benefits	30
Perquisites and Personal Benefits	31
Clawback Policy	31
Analysis of Compensation Risk	31
Certain Tax Considerations	32
HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT	33
COMPENSATION TABLES AND NARRATIVES	34
PROPOSAL 2 — ADVISORY VOTE ON COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS	47
COMMON SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	48
PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	50
AUDIT COMMITTEE REPORT	51
PROPOSAL 4 — APPROVAL OF AMENDMENT TO THE BENCHMARK ELECTRONICS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN	53
EXPENSES OF SOLICITATION	60
DATE OF SUBMISSION OF SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS	60
OTHER MATTERS	61
ANNEX A: SECOND AMENDMENT TO THE BENCHMARK ELECTRONICS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN	62

i Benchmark. Benchmark Electronics, Inc. • 2026 Proxy Statement

56 South Rockford Drive

Tempe, AZ 85288

(623) 300-7000

April 17, 2026

PROXY STATEMENT FOR2026 ANNUAL MEETING OF SHAREHOLDERSTO BE HELD ON THURSDAY, MAY 28, 2026

ContentsView on SEC.gov

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