HELIOS TECHNOLOGIES, INC.
For the period ended Jun 15, 2026. Filed May 4, 2026.
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 15, 2026 · Filed May 4, 2026
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 May 4, 2026.
| 2026 ANNUAL MEETING OF SHAREHOLDERS | |
|---|---|
| Time and Date: | Monday, June 15, 2026, at 8:30 a.m. (Central Time) |
| Place: | The Mayo Hotel, 115 West 5th Street, Tulsa, Oklahoma 74103 |
| Record Date: | April 20, 2026 |
| Voting: | Shareholders as of April 20, 2026 (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 12, 2026 for shares held directly and by 11:59 p.m. Eastern Daylight Time on June 12, 2026 for shares held in a Helios Technologies, Inc. 401(k) (the "Plan") through one of the following options: |
| By completing, signing anddating the voting instructionsin the envelope provided | By the internet atwww.fcrvote.com/HLIO | By telephone at1-866-402-3905 | In person by completing,signing and dating a ballotat the Annual Meeting |
|---|
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 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.
By Internet—If you have Internet access, you may submit your proxy by going towww.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.
In Person—You may vote by attending the Annual 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. 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 May 4, 2026.
2026 Proxy Statement | 1
Proxy Statement
The close of business on April 20, 2026, has been designated as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting. As of April 20, 2026, 33,046,358 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 their name on the books of the Company on the close of business on April 20, 2026, 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 if voting instructions have not been received from the beneficial owner (a “broker non-vote”). Brokers have the power to vote on 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 broker non-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 broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal.
The vote to approve the amendment and restatement of the 2023 Equity Incentive Plan is approved if the votes cast favoring the action exceed the votes cast opposing the action. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal.
Our Shared Values Shape our Culture
As an organization, we use our Shared Values as a guide to ensure we act in everyone’s best interest to achieve our mission. These Shared Values are for the entire organization and every employee, no matter their role or function. They are the foundation from which we work and drive our organization forward each day.
2 | 2026 Proxy Statement
Proxy Statement
2025: YEAR IN REVIEW
TOTAL COMPANY FINANCIAL RESULTS
RETURNED TO GROWTH Top Line Growth: FY25 net sales of $839 million, returned to annual growth of 4%, and up 6% pro forma for the Custom Fluidpower divestiture. Gross Profit / Margin: FY25 gross profit grew 7.5% to $271 million and gross margin of 32.3% expanded 100 bps over FY24. Bottom Line Growth: FY25 diluted GAAP EPS1 growth of 24% and diluted Non-GAAP EPS growth of 22% driven by $9 million increase in net income.
PORTFOLIO OPTIMIZATION Divested CFP and signed exclusive distribution agreement in Australia. Moved Helios Center for Engineering Excellence engineering resources into the business segments. Refocused i3 Product Development to align engineering engagements with the core business.
LAUNCHED NEW PRODUCTS Hydraulics: Electro-proportional cartridge valves, commercializes ENERGEN, MultiSlide, MultiFaster, Casting Solution GenYus, 0-Series Counterbalance Valves. Electronics: S35 display, CAN keypad, Purezone, High Current Power Distribution Module, Atlas Connect Gateway. Software: Launched No Roads software leveraging Cygnus software platform.
FIRSTS AND NEW LEADERSHIP Record Cash Flow: Generated $127 million of cash from operations, up 4% over FY24. Capital Allocation: New share repurchase program added to enhance capital allocation – 330k shares of common stock repurchased for $13.6 million in FY25; total debt reduction of $82 million, down 18%. Leadership: Sean Bagan named President & CEO in January 2025; Jeremy Evans promoted to EVP, CFO in November 2025; Billy Aldridge promoted to President, Electronics in December 2025.
1 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.
2026 Proxy Statement | 3
Proxy Statement
Corporate Governance in Action
Helios remains committed to excellence in corporate governance. Our policies and practices reflect our commitment, including those below.
| Board Independence & Refreshment | •All non-employee directors are independent•Independent directors meet regularly in executive session•All members of the Board's four standing committees are independent•Mandatory Board retirement upon reaching the age of 75•Five new Board members added since 2020, including Ian Walsh in 2025 |
|---|---|
| Standards of Conduct | •Code of Business Conduct & Ethics Training, overseen by the General Counsel, completed by all employees•Ethics hotline available to all employees as well as third parties•Non-retaliation policy for reporting ethics concerns•Audit Committee reviews all complaints regarding financial matters |
| Accountability | •Annual stockholder advisory vote to approve Named Executive Officer compensation•Annual Board evaluation of CEO performance•Board composition reflects a range of backgrounds, skills, tenure, and experience•In-depth annual Board and committee self-evaluation process•Annual review of management succession plans•Single class of stock with equal voting right |
|---|
Shareholder Engagement
We regularly assess our corporate governance and compensation practices. As part of this assessment, we proactively engage with our shareholders to ensure their perspectives are considered by the Board. For more about our shareholder engagement and the topics discussed, see page 27 of this Proxy Statement.
Say on Pay
Shareholders showed strong support for our executive compensation programs, with approximately 99%, excluding abstentions and broker non-votes, of the votes cast for the approval of the “Say on Pay” proposal at our 2025 Annual Meeting of Shareholders.
4 | 2026 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.