REGAL REXNORD CORP
For the period ended Apr 29, 2025. Filed Mar 19, 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.
Apr 29, 2025 · Filed Mar 19, 2025
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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. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
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| ☐ | 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 Corp
(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 29, 2025 at 8:00 a.m. local time in the Riverway Auditorium located on the first floor of 6133 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 2024, Regal Rexnord delivered another year of strong, controllable execution. Notably, we raised our adjusted gross margin by 210 basis points versus prior year, to 37.8%. We also achieved adjusted EBITDA margin at 22.1%, despite end market headwinds that pressured our top line, while investing to drive future growth. Free cash flow was strong, at $512 million, and along with proceeds from the sale of our Industrial Systems business, enabled us to pay down $938 million of gross debt, exceeding our target. During 2024, we completed the sale of our Industrial Systems business, marking the final step in what has been a highly intentional, multi-year process of portfolio transformation. Our go-forward portfolio is the cornerstone of a very powerful franchise, characterized by roughly 50% exposure to end markets with secular growth characteristics, technology differentiated products, strong brands and channel positions, robust aftermarket sales, an advantaged global footprint, and strong cash flow generation. In short, our franchise is well positioned to support faster and more durable growth. In February 2025, we refreshed the Board of Directors. First, we welcomed Gerben W. Bakker, Chairman, President and Chief Executive Officer of Hubbell Incorporated, and Rashida A. Hodge, Corporate Vice President of Customer Success – Azure Data and Artificial Intelligence (AI) at Microsoft Corporation. We are excited for the fresh perspectives that Ms. Hodge and Mr. Bakker will bring to our Board of Directors. Second, Anesa T. Chaibi, a director since 2014, retired from our Board of Directors. We thank Ms. Chaibi for her valuable service to the Company, and wish her the very best in her future endeavors. 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, and your engagement plays an integral role helping 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, * Excludes results of the Industrial Systems operating segment, as the industrial motors and generators businesses that comprised a majority of this operating segment were divested effective April 30, 2024. |
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| 2025 Proxy Statement • | 1 |
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To Be Held April 29, 2025
8:00 a.m. Central Daylight Time
Riverway Auditorium
located on the first floor of 6133 N. River Road
Rosemont, Illinois 60018
| 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. |
NOTICE
OF 2025 ANNUAL
MEETING OF
SHAREHOLDERS
To the Shareholders of Regal Rexnord Corporation:
You are hereby notified that the 2025 Annual Meeting of Shareholders of Regal Rexnord Corporation (the “Annual Meeting”) will be held in the Riverway Auditorium located on the first floor of 6133 N. River Road, Rosemont, Illinois 60018, on Tuesday, April 29, 2025 at 8:00 a.m., Central Daylight Time, for the following purposes:
| 1. | To elect eleven directors for terms expiring at the 2026 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, 2025. |
| 4. | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Our Board of Directors has fixed the close of business on March 10, 2025 as the record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting.
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.
| 2 | • 2025 Proxy Statement |
On or about March 19, 2025, we mailed to our shareholders the Notice of Internet Availability of Proxy Materials. That Notice contains instructions on how to access our 2025 Proxy Statement and Annual Report for the fiscal year ended December 31, 2024 (the “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 in person, but if you are unable to do so, it is important that your shares are represented at the Annual Meeting. 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
Executive Vice President, General Counsel
and Corporate Secretary
March 19, 2025
| 2025 Proxy Statement • | 3 |
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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.