ADVANCED ENERGY INDUSTRIES INC
For the period ended Apr 25, 2024. Filed Mar 15, 2024.
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.
Apr 25, 2024 · Filed Mar 15, 2024
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
ProxyStatement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
| | | | |
|---|---|---|---|
| Filed by the Registrant | þ | 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)) |
| þ | Definitive Proxy Statement |
| ◻ | Definitive Additional Materials |
| ◻ | Soliciting Material under §240.14a-12 |
ADVANCEDENERGY INDUSTRIES, INC.
(Name of Registrantas 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): | ||
| þ | 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. | |
| | | |
A Message from our CEO
Dear Stockholders:
Please join us for Advanced Energy’s 2024 Annual Meeting of Stockholders at 11:00 a.m., Mountain Daylight Time, on Thursday, April 25, 2024, at Advanced Energy’s corporate headquarters located at 1595 Wynkoop Street, Suite 800, Denver, Colorado 80202.
We delivered solid financial results in 2023. Record revenue in the industrial and medical markets, combined with healthy overall demand in the networking and telecom markets, partially offset the effects of a cyclical decline in the semiconductor equipment market. For the year, we delivered record cash flow from continuing operations of $213 million.
From a strategic perspective, 2023 was a banner year for Advanced Energy. We launched 20 new platform products, including several groundbreaking platforms with unique enabling technologies. These include the eVerest TM and eVoSTM plasma power platforms and the NeoPower high-density configurable power platform. With exciting new products, a motivated team, and enhanced go-to-market strategies, we achieved a Company record number of design wins in the year. In addition, we began executing a multiyear manufacturing consolidation strategy, a key part of our plan to move gross margin above 40% on a non-GAAP basis as markets recover.
We also launched a new website in 2023, making it easier for customers and investors to understand Advanced Energy and its product portfolio.
Looking forward, I am excited about the future of Advanced Energy. We have strong engagements with key customers, a robust new product pipeline, and a premier factory network. In addition, we have a strong balance sheet, which will allow us to make acquisitions that make strategic and financial sense for the company.
I remain highly confident in our plan to accelerate revenue and earnings growth as markets recover. We target high-value markets, with a great team of innovative scientists and engineers, supported by focused sales, marketing, and operations teams. On behalf of our employees and Board of Directors, we thank you for your continued support.
Best Regards,
Stephen D. Kelley
President and Chief Executive Officer
March 15, 2024
i
2024 ANNUAL
PROXY STATEMENT
Notice of the Annual Meeting of Stockholders
To be held on April 25, 2024
11:00 a.m. Mountain Daylight Time
To Our Stockholders:
You are cordially invited to attend the 2024 annual meeting of stockholders (the “2024 Annual Meeting”) of Advanced Energy Industries, Inc. (“Advanced Energy” or the “Company”). Please see below for the meeting logistics and business matters to be addressed at the 2024 Annual Meeting.
| Logistics · Items of Business · Board Recommendation | ||||||
|---|---|---|---|---|---|---|
| · · · · | ||||||
| · WhenThursday, April 25, 2024, at 11:00 a.m. MDTWhereAdvanced Energy1595 Wynkoop Street, Suite 800Denver, CO 80202Who Can VoteAll holders of our common stock at the close of business on March 5, 2024 · · · | ||||||
| | 1 | Election of ten (10) directors; | | FOR ALL NOMINEES | ||
| | | | | |||
| | 2 | Ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for 2024; | | FOR | ||
| | | | | |||
| | 3 | Advisory approval of Advanced Energy’s compensation of its named executive officers; | | FOR | ||
| | | | | |||
| | 4 | Approval of Advanced Energy’s Second Amended and Restated Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law and make certain other minor, non-substantive updates; | | FOR | ||
| | | | | | ||
| | 5 | Any other matters of business properly brought before the 2024 Annual Meeting. | | | ||
| | ||||||
| | Each of matters 1 through 4 is described in detail in the proxy statement accompanying this Notice of the Annual Meeting of Stockholders, dated March 15, 2024. | |||||
| | ||||||
| | | | | | | |
| | Your vote is important. All stockholders are cordially invited to attend the 2024 Annual Meeting in person. If you do not plan to attend the 2024 Annual Meeting and vote your shares of common stock in person, please authorize a proxy to vote your shares in one of the below ways. Any proxy may be revoked at any time prior to its exercise at the 2024 Annual Meeting. | |||||
| | | | | | | |
| · | ||||||
| | Place your vote via internet at www.proxypush.com/AEIS | Call toll-free (if US or Canada) 1-866-390-9955 | Mark, date, sign and mail your proxy card in the pre-paid envelope provided | | ||
Important Notice Regarding the Availability of Proxy Materials for theAnnual Meeting to be Held on April 25, 2024
This notice for the 2024 Annual Meeting, the proxy statement, the proxy card, and the Company’s 2023 Annual Report, which includes the annual report on Form 10-K for the year ended December 31, 2023, are available online at www.proxydocs.com/AEIS.
| By Order of the Board of Directors, | |
| Denver, Colorado | Elizabeth K. Vonne |
|---|---|
| March 15, 2024 | Executive Vice President, General Counsel, and Corporate Secretary |
ii
2024 ANNUAL
PROXY STATEMENT
Table of Contents
| A Message from our CEO | i |
|---|---|
| Notice of the Annual Meeting of Stockholders | ii |
| Table of Contents | 1 |
| Proxy Summary | 2 |
| Proposal No. 1 - Election of Directors | 5 |
| Director Compensation | 16 |
| Corporate Governance | 18 |
| Proposal No. 2 - Ratification of the Appointment of Ernst & Young LLP as Advanced Energy’s Independent Registered Public Accounting Firm for 2024 | 25 |
| Proposal No. 3 - Advisory Approval of the Company’s Named Executive Officer Compensation | 27 |
| Security Ownership of Certain Beneficial Owners and Management | 29 |
| Executive Compensation | 31 |
| Compensation Discussion and Analysis | 31 |
| Compensation Risk Assessment | 44 |
| Compensation Committee Report | 45 |
| Equity Compensation Plan Information | 46 |
| Management | 47 |
| Summary Compensation Table for 2023 | 49 |
| 2023 Grants of Plan-Based Awards | 50 |
| 2023 Outstanding Equity Awards at Fiscal Year-End | 51 |
| 2023 Option Exercises and Stock Vested | 52 |
| Pension Benefits | 52 |
| Non-Qualified Deferred Compensation | 52 |
| Potential Payments upon Termination or Change in Control | 54 |
| Pay versus Performance | 56 |
| CEO Pay Ratio | 61 |
| Certain Relationships and Related Transactions | 62 |
| Proposal No. 4 - Approval of Advanced Energy’s Second Amended and Restated Certificate of Incorporation to Provide Exculpation from Personal Liability for Certain Officers as Permitted by Delaware Law and Make Certain Other Minor, Non-Substantive Updates | 63 |
| Conduct and Communications | 66 |
| Proposals of Stockholders | 66 |
| Delinquent Section 16(a) Reports | 67 |
| General Meeting Matters | 67 |
| Appendix A - Reconciliation of Non-GAAP Measures | A-1 |
| Appendix B - Second Amended and Restated Certificate of Incorporation | B-1 |
| | |
|---|---|
| PRECISION | POWER | PERFORMANCE | 1 |
2024 ANNUAL
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.