REGAL REXNORD CORP
For the period ended Apr 23, 2024. Filed Mar 13, 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.
Apr 23, 2024 · Filed Mar 13, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
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
REGAL REXNORD CORPORATION
(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 all boxes that apply):
No fee required.
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.
| Louis V. Pinkham Chief Executive Officer | Dear fellow Regal Rexnord shareholder, I am pleased to invite you to our Annual Meeting of Shareholders, which will be held on Tuesday, April 23, 2024 at 8:00 a.m. local time in Rosemont Ballroom at the Chicago Marriott Suites O’Hare, located at 6155 N. River Road, Rosemont, Illinois 60018. At this year’s meeting you will be asked to vote on the three proposals listed in the enclosed Notice of Annual Meeting. Please take the time to review the information on each of the proposals contained inside the Proxy Statement. The Board of Directors recommends that you vote FOR each of the proposals. On behalf of management and our Board of Directors, I want to thank you for your continued support and confidence. In 2023, Regal Rexnord delivered another year of very strong performance. Notably, we nearly doubled our adjusted Free Cash Flow versus the prior year to a record $683 million, and raised our Gross Margin by 110 basis points versus prior year, to 33.1%. We achieved these results despite challenging end market conditions and severe channel destocking activity. During 2023, we also completed our highly-strategic acquisition of Altra Industrial Motion Corp. and reached an agreement to sell our non-core industrial motors and generators businesses for $400 million, a transaction on track to close in the first half of 2024. We exited 2023 with clear line of sight to our transformed, go-forward portfolio. In short, our 2023 actions accelerated our ongoing transformation into a faster-growing, higher-margin, more cash generative, and higher-return enterprise, which pressured our top line performance. Last year over 95% of all eligible votes were cast by shareholders at the Annual Meeting, once again demonstrating the strong engagement and commitment of our shareholders to Regal Rexnord. I encourage you to cast your vote and to continue your support of Regal Rexnord. It is truly an exciting time at Regal Rexnord, and your engagement plays an integral role helping to guide and advance our journey to accelerating profitable growth. On behalf of our Board of Directors and the entire Company, we thank you for your share ownership in Regal Rexnord and look forward to seeing you at the meeting. Very truly yours, |
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2024 Proxy Statement •
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| To Be Held April 23, 2024 8:00 a.m. Central Daylight Time Place: 6155 N. River Road Rosemont, Illinois 60018 | NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS |
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REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
INTERNET Visit the website on your proxy card
BY TELEPHONE Call the telephone number on your proxy card
BY MAIL Sign, date and return your proxy card in the enclosed envelope
IN PERSON Attend the annual meeting in Rosemont, Illinois.
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.
To the Shareholders of Regal Rexnord Corporation:
You are hereby notified that the 2024 Annual Meeting of Shareholders of Regal Rexnord Corporation will be held in the Rosemont Ballroom at the Chicago Marriott Suites O’Hare, located at 6155 N. River Road, Rosemont, Illinois 60018, on Tuesday, April 23, 2024 at 8:00 a.m., Central Daylight Time, for the following purposes:
| 1. | To elect ten directors for terms expiring at the 2025 Annual Meeting of Shareholders. |
| 2. | To consider a shareholder advisory vote on the compensation of our named executive officers as disclosed in the accompanying proxy statement. |
| 3. | To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024. |
| 4. | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
Our Board of Directors has fixed the close of business on March 1, 2024 as the record date for the determination of the shareholders entitled to notice of and to vote at the annual meeting of shareholders.
We are furnishing our proxy materials to our shareholders over the Internet. This process expedites the delivery of proxy materials, maintains convenient access to the proxy materials by our shareholders and provides clear instructions for receiving proxy materials and voting your shares. It is also friendly to the environment.
2024 Proxy Statement •
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On March 13, 2024, we mailed to our shareholders the Notice of Internet Availability of Proxy Materials. That Notice contains instructions on how to access our 2024 Proxy Statement and 2023 Annual Report and how to vote online. In addition, the Notice of Internet Availability of Proxy Materials contains instructions on how our shareholders can (i) receive a paper copy of the Proxy Statement and Annual Report, if the shareholder received only a Notice of Internet Availability of Proxy Materials this year, or (ii) elect to receive their Proxy Statement and Annual Report only over the Internet, if the shareholder received them by mail this year.
We hope that you will be able to attend the meeting in person, but if you are unable to do so, it is important that your shares are represented at the annual meeting of shareholders. You may vote your shares over the Internet at the website identified in the Notice of Internet Availability of Proxy Materials or via the toll-free telephone number identified in that Notice. If you received a paper copy of the proxy card by mail, then you may sign and date the proxy card and return it by mail in the envelope provided. The Notice of Internet Availability of Proxy Materials contains instructions for use of all three methods of voting. If, for any reason, you should subsequently change your plans, you may, of course, revoke your proxy at any time before it is actually voted.
By Order of the Board of Directors
REGAL REXNORD CORPORATION
Thomas E. Valentyn
Executive Vice President and Secretary
Milwaukee, Wisconsin
March 13, 2024
2024 Proxy Statement •
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.