HELIOS TECHNOLOGIES, INC.
For the period ended Jun 15, 2026. Filed May 4, 2026.
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Jun 15, 2026 · Filed May 4, 2026
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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☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | 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):
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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. |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Monday, June 15, 2026
Notice is hereby given that the Annual Meeting of Helios Technologies, Inc., a Florida corporation, will be held in person on Monday, June 15, 2026, at 8:30 a.m. (Central Time) at The Mayo Hotel, 115 West 5th Street, Tulsa, Oklahoma 74103 for the following purposes:
To elect three directors, currently serving on our Board, to serve until the Annual Meeting in 2029, and one director to serve until the Annual Meeting in 2027, who shall serve until successors are elected and qualified or until an earlier resignation, removal from office or death.
To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending January 2, 2027.
To conduct an advisory vote to approve Named Executive Officer compensation.
To approve the amendment and restatement of the Helios Technologies, Inc. 2023 Equity Incentive Plan; and
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 20, 2026 (referred to herein as the “record date”), are entitled to receive notice of and to vote at the Annual Meeting and any adjournment thereof.
We sent a Notice of Internet Availability of Proxy Materials on or about May 4, 2026, and provided access to our proxy materials over the Internet beginning May 4, 2026, 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 of Proxy Materials 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 to Shareholders and authorize a proxy online to vote your shares. If you received a Notice of Internet Availability of Proxy Materials 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 of Proxy Materials.
If your shares are held in street name by a brokerage, your broker will supply the Notice of Internet Availability of Proxy Materials 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 Annual 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.
By Order of the Board of Directors,
Marc A. Greenberg
Executive Vice President, General Counsel & Secretary
Sarasota, Florida
May 4, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING TO BE HELD ON JUNE 15, 2026
The 2026 Notice of Annual Meeting of Shareholders & Proxy Statement is available at: https://web.viewproxy.com/HeliosTechnologies/2026 andhttps://ir.heliostechnologies.com.
"The hard work, resilience, and commitment from our employees have helped us return to growth in 2025 and set us up incredibly well as we look ahead to 2026."
- Sean Bagan, President & CEO
Dear Fellow Shareholders,
2025 marked a pivotal year for Helios Technologies as we returned to growth, expanded gross margins, and strengthened the foundation of our business. Together, the Board and management team are aligned in our commitment to delivering long-term shareholder value, and we believe the progress achieved this year reflects the rigorous execution and strategic focus instilled across the Company.
Throughout the year, the Board worked closely with management to support a series of important actions to sharpen our strategic focus and position Helios for the future. These included enhancing our go-to-market capabilities, accelerating innovation across our core platforms, and simplifying our portfolio. Combined with disciplined cost management, these actions contributed to our profitable sales growth and a measurably stronger balance sheet driven by record cash generation and reduced debt.
We also advanced key capital allocation priorities in 2025, including the initiation of a share repurchase program, the first in the Company’s more than 30 years of being a publicly traded company. In addition, we completed the divestiture of Custom Fluidpower, restructured the Helios Center of Engineering Excellence, and refocused software and engineering resources on core platforms such as No Roads and Cygnus Reach. These actions were designed to enhance profitability, improve capital efficiency, and strengthen our strategic positioning.
Looking ahead, we are focused on sustaining the momentum we have built. With a strengthened leadership team, a more focused portfolio, and a clear strategic roadmap outlined in The CORE 2030 Strategy from our recent investor day, we are confident in our ability to drive sustainable growth and long-term value creation. The Board remains actively engaged in overseeing strategy, capital allocation, and risk management, while management continues to execute with consistency and accountability.
On behalf of the Board and leadership team, we would like to thank our employees for their dedication and our shareholders for their continued support and confidence in Helios.
Sincerely,
| Laura Dempsey Brown Chair of the Board | Sean P. BaganPresident & Chief Executive Officer |
|---|
You are cordially invited to participate in the Annual Meeting on June 15, 2026, at 8:30 a.m. (Central Time) at The Mayo Hotel, 115 West 5th Street, Tulsa, Oklahoma 74103. If you are a shareholder of record at the close of business on April 20, 2026, 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.
TABLE OF CONTENTS
| Page | |
|---|---|
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | |
| PROXY STATEMENT | 1 |
| PROPOSAL 1 — ELECTION OF DIRECTORS | 5 |
| GOVERNANCE OF THE COMPANY | 6 |
| Directors and Executive Officers | 6 |
| Board Skills and Diversity Matrix | 10 |
| Shareholder Recommendations for Nomination as a Director | 11 |
| Board Diversity and Tenure | 13 |
| Director Nominations, Board Refresh, and Succession Planning | 13 |
| Board Assessment Process | 13 |
| Management Succession Planning | 14 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 14 |
| Communications with the Board of Directors | 14 |
| 2025 Enhanced Board Evaluation Program | 15 |
| Board Role in Risk Oversight | 15 |
| Independence and Committees of the Board of Directors | 16 |
| Our Mission Shapes our Culture | 19 |
| Shareholder Engagement in 2025 | 25 |
| AUDIT COMMITTEE REPORT | 27 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 28 |
| Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 29 |
| Executive Compensation | 31 |
| Compensation Discussion and Analysis | 31 |
| Executive Summary | 31 |
| Management Transition | 32 |
| Compensation Philosophy and Objectives | 32 |
| Policies and Practices Related to the Grant of Certain Equity Awards | 32 |
| Shareholder Engagement - Say on Pay Results | 33 |
| Components of Executive Compensation | 33 |
| Compensation Policies and Practices | 35 |
| Fiscal 2025 Annual Incentive Performance | 37 |
| Retirement Plan | 40 |
| Perquisites and Other Benefits | 40 |
| 2023-2025 LTI Equity Awards and Results | 40 |
| Risks Arising from Compensation Policies and Practices | 41 |
| Employment Agreements and Change-in-Control Provisions | 41 |
2026 Proxy Statement | i
| Compensation Committee Report | 44 |
|---|---|
| FISCAL 2025 Summary Compensation Table | 45 |
| FISCAL 2025 Grants of Plan-Based Awards | 47 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 48 |
| Fiscal 2025 Option Exercises and Stock Vested | 49 |
| Pension Benefits | 49 |
| Nonqualified Deferred Compensation | 49 |
| Potential Payments Upon Termination or Change of Control | 49 |
| CEO to Median Employee Pay Ratio | 50 |
| Pay vs. Performance Disclosure | 51 |
| Director Compensation | 54 |
| Equity Compensation Plan Information | 55 |
| Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm | 56 |
| Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation | 57 |
| Proposal 4 — Approval of Amendment and Restatement of 2023 Equity Incentive Plan | 58 |
| Other Business | 69 |
| Requirements, Including Deadlines, for Submission of Proxy Proposals and Nomination of Directors by Shareholders for the 2026 Proxy Statement and Presentation at the 2026 Annual Meeting | 70 |
| APPENDIX A | 71 |
| APPENDIX B | 73 |
ii | 2026 Proxy Statement
7456 16 th Street East
Sarasota, Florida 34243
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