STANDEX INTERNATIONAL CORPDE
For the period ended Oct 22, 2024. Filed Sep 6, 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.
Oct 22, 2024 · Filed Sep 6, 2024
Contents
6 2024 Proxy Statement
Item 2 Omnibus Incentive Plan We are asking shareholders to vote on an amendment to the Amended and Restated 2018 Omnibus Incentive Plan (the “OIP”). The OIP, as amended, would increase the number of shares authorized for issuance under the plan by 450,000. Please see page 11 for more information. Our Board recommends a vote FOR this Item.
Under the OIP, as approved on October 23, 2018, there were 500,000 shares authorized for issuance. On October 26, 2021, our shareholders approved the Amended and Restated 2018 Omnibus Incentive Plan and authorized an additional 400,000 shares. At the time of the approval, we believed this amount would be sufficient for award grants for the next four to five fiscal years. We have revised our estimates, and while we now believe there are sufficient shares available for anticipated FY 2025 grants, there may not be sufficient shares available for FY 2026 grants. For this reason, the Board has approved and recommends an amendment to the OIP to increase the number of shares authorized for issuance under the plan by 450,000.
Please refer to**page 17 for the full proposal and the plan summary. Please refer to “Appendix A: Amended & Restated 2018 Omnibus Incentive Plan”, starting onpage 86 **for the full text of the OIP, as amended.
Below is some key information regarding grant practices, burn rate, dilution and overhang.
| Equity Metric | 2024 | 2023 | 2022 |
|---|---|---|---|
| Percentage of equity awards granted to NEOs | 19% | 23% | 17% |
| Equity burn rate 1 | 1.29% | 0.97% | 0.84% |
| Dilution 2 | 3.93% | 5.81% | 7.15% |
| Overhang 3 | 1.86% | 2.46% | 2.85% |
| 1 | The burn rate is calculated by taking the number of shares granted and dividing that by the weighted average basic shares of Common Stock outstanding. The following table provides information regarding stock-settled, time-vested equity awards granted and performance-based, stock- settled equity awards granted over each of the last 3 fiscal years: |
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Time-Vested Restricted Shares/Units Granted | 85,548 | 103,936 | 141,654 |
| MSPP Shares Granted | 87,956 | 127,043 | 142,170 |
| Performance-Based Stock Units Granted (at target) | 45,535 | 57,458 | 53,107 |
| Weighted Average Basic Common Stock Outstanding | 12,156,000 | 12,324,000 | 12,156,000 |
| 2 | The dilution is calculated by taking the sum of (i) the number of shares granted and outstanding under awards at fiscal year end and (ii) the number of shares available for issuance under the OIP at fiscal year end, and dividing that sum by the number of outstanding shares of Common Stock at fiscal year end. |
| 3 | The overhang is calculated by taking the number of shares granted and outstanding under awards at fiscal year end and dividing it by the number of outstanding shares of Common Stock at fiscal year end. |
2024 Proxy Statement ** 7**
Item 3 Advisory Vote on Executive Compensation We are asking shareholders to vote on an advisory basis on the compensation paid to our Named Executive Officers as described in the Compensation Discussion and Analysis beginning on page 48 and the Compensation Tables beginning on page 68. Please see page 24 for more information. Our Board recommends a vote FOR this Item.
At-Risk Compensation Mix
| CEO COMPENSATION MIX | NEO COMPENSATION MIX | ||
|---|---|---|---|
| Fixed Pay Base Salary | At-Risk Pay Annual Incentive OIP PSU OIP RSA | ||
2024 Pay at a Glance
| Actual Salary | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | |
|---|---|---|---|---|---|
| Named Executive Officer | ($) | ($) | ($) | ($) | ($) |
| David Dunbar President & CEO | 927,432 | 3,318,267 | 342,665 | 145,544 | 4,993,485 |
| Ademir Sarcevic Vice President, CFO & Treasurer | 504,956 | 2,292,086 | 278,530 | 28,795 | 3,111,437 |
| Alan Glass Vice President, CLO & Secretary | 401,204 | 515,651 | 75,242 | 49,263 | 1,055,337 |
| Annemarie Bell Vice President, Chief Human Resources Officer | 332,571 | 268,375 | 128,729 | 21,489 | 751,450 |
| Max Arets Vice President, Chief Information Officer | 83,351 | 169,844 | 28,809 | 67,226 | 349,230 |
| Note: | This table provides certain summary compensation information for FY 2024. The Summary Compensation Table and associated footnotes may be found starting on page 68. The items here are from select columns of the Summary Compensation Table and not all items are shown here. The total is reported in the Summary Compensation Table. |
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