ADVANCED ENERGY INDUSTRIES INC
For the period ended Apr 25, 2024. Filed Mar 15, 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 25, 2024 · Filed Mar 15, 2024
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Contents
Proxy Summary
The Board of Directors of Advanced Energy Industries, Inc. (“Advanced Energy” or the “Company”) requests your proxy in connection with the annual meeting of stockholders to be held on April 25, 2024 (the “2024 Annual Meeting”). This proxy statement and the accompanying proxy card and materials are first being sent to stockholders of Advanced Energy or made available electronically on or about March 15, 2024.
This summary highlights key information presented elsewhere in this year’s proxy statement. This section does not contain all the information that you should consider, and you should read the entire proxy statement before voting.
Our Meeting Agenda
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| PROPOSAL | REFERENCE | BOARDRECOMMENDATION | EFFECT OF BROKERNON-VOTES ANDABSTENTIONS | VOTES REQUIREDFOR APPROVAL | ||
| 1 | Election of ten (10) directors | Page 5 | FORALL NOMINEES | No Effect | Plurality of votes of shares present at the 2024 Annual Meeting (by proxy or in person), subject to the resignation policy described on page 15 | |
| 2 | Ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for 2024 | Page 25 | FOR | No Effect | Majority of shares present at the 2024 Annual Meeting(by proxy or in person), excluding broker non-votes and abstentions | |
| 3 | Advisory approval of the compensation of our named executive officers | Page 27 | FOR | No Effect | Majority of shares present at the 2024 Annual Meeting (by proxy or in person), excluding broker non-votes and abstentions | |
| 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 | Page 63 | FOR | Same Effect as a Vote Against | Sixty-six and two-thirds percent (66 ⅔%) of the outstanding shares of voting stock of the Company | |
We do not know of any other matters to be submitted to stockholders at the 2024 Annual Meeting. If any other matters properly come before the 2024 Annual Meeting, the proxy holders intend to vote the shares they represent on such matters as the Board of Directors may recommend. The proposed corporate actions on which the stockholders are being asked to vote at the 2024 Annual Meeting are not corporate actions for which stockholders of a Delaware corporation have the right to exercise appraisal rights under the Delaware General Corporation Law.
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2024 ANNUAL
PROXY STATEMENT
About Advanced Energy
Advanced Energy is a global leader in the design and manufacture of highly engineered, precision power conversion, measurement, and control solutions for mission-critical applications and processes. Advanced Energy’s power solutions enable customer innovation in complex applications for a wide range of industries including semiconductor equipment, industrial production, medical and life sciences, data center computing, networking, and telecommunications.
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| Our Mission | | Our Vision | | Our Strategy |
| Enable customer innovation by delivering highly engineered, applications-critical, precision power & control solutions. | | Drive sustainable growth as the recognized world leader & trusted partner in precision power technology and applications. | | Grow by delivering proprietary products with differentiated performance & delivered value that enable our customers’ success in rewarding markets. |
Advanced Energy’s Environmental, Social, and Governance Initiatives
We incorporate environmental, social, and governance (“ESG”) responsibility across our business with the same focus and dedication as we approach all our initiatives.
Sustainability is key to our strategy in the products we make, the way we operate, and how we govern as a public company. We believe that our efforts to increase power conversion efficiency and to improve the efficiency of and reduce waste in our operations reflect our commitment to minimizing the environmental impact and carbon emissions that may be linked to the industries we serve. We also aspire to be a premier employer and good corporate citizen and invest in diversity, inclusion, and social responsibility. We recognize that diverse perspectives and collaboration enable us to drive innovation and future growth for our global customers.
Our results and ongoing efforts related to ESG are an integral part of our commitment to deliver long-term value to our global stakeholders. This commitment is driven from the highest levels of the Company, including our Chief Executive Officer, executive management team, and Board of Directors.
In 2020, we added oversight of the Company’s sustainability program to the Nominating, Governance & Sustainability Committee. As indicated in its charter, the Nominating, Governance & Sustainability Committee is directed to review the Company’s progress towards achieving its sustainability goals, as well as to review ESG trends that could impact the Company’s operations, performance, and reputation. In 2022, we enhanced our ESG governance structure by launching our ESG steering committee and ESG working group. The ESG steering committee is responsible for providing management-level guidance on our ESG approach, while the ESG working group reports to the steering committee and is responsible for the implementation of ESG initiatives that advance our ESG program.
We are excited to share certain of our “value driven” ESG initiatives, areas of focus, and accomplishments on the following page. We look forward to making a difference in the markets and communities we serve.
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2024 ANNUAL
PROXY STATEMENT
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| Environment | Social & Community | ||
| Energy-Efficient Products. Advanced Energy’s dedicated R&D teams strive to improve power conversion efficiency, balanced with exceptional stability and nimble control and response. Every increase in power conversion efficiency reduces our customers’ power consumption, decreasing their environmental impact and carbon emissions. Advanced Energy’s innovations reduce electricity consumption in a wide range of industries, including semiconductor manufacturing, industrial and medical equipment, as well as data center computing, telecom, and networking.Energy-Efficient Operations. Advanced Energy makes continuous improvements to reduce our energy usage in our global factories. For example, our Philippines factory is a three-time Philippine Economic Zone Authority (PEZA) Hall of Fame Awardee for Outstanding Environmental Performance. By employing novel alternatives, the site reduces the need for thermal testing. We also track our greenhouse gas emissions at several key manufacturing sites.Reducing Waste. Advanced Energy strives to reduce waste and conserve natural resources through efficiency improvements and recycling. Our manufacturing facilities in Asia actively manage and maximize our waste diversion rate, and we have implemented water treatment and wastewater recycling programs. In addition, we are implementing a recycled packaging initiative to reuse packaging material for supplies from our local suppliers. | | Charitable Contributions. Our charitable contributions committee, founded in 2010, is supported and led by our employees. The committee provides financial support for 501(c)(3) corporations, nonprofit institutions, and organizations that improve education, the environment and health and social services across the communities in which we operate and where our employees live.Diversity and Inclusion. We have approximately 10,000 employees located across the globe. Each person’s background and unique skill set are fundamental to our success. The Corporate Diversity & Inclusion Steering Committee provides guidance and direction on diversity, equity, and inclusion while enabling local teams to develop specific, targeted initiatives as appropriate. We also have an active Women’s Leadership Forum focused on career development and internal networking.Volunteerism. We offer each employee eight hours of paid time off to volunteer with self-selected 501(c)(3) organizations or other nonprofit organizations.Community Involvement. We work closely with community organizations, including supporting STEM education in local schools, working with universities around the world to facilitate their innovative research projects, participating in local chambers of commerce and partnering with local nonprofit organizations. Advanced Energy’s STEM Scholarship Program, launched in 2020, aims to develop emerging talent in STEM fields. We accept applications from undergraduate and post-graduate students attending leading institutions in the field of power technologies. | |
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| Governance | | Ethical Business Practices | |
| Commitment. Advanced Energy is firmly committed to strong and effective corporate governance practices and accountability to our stockholders.Continuous Improvement. We routinely review our governance practices against evolving best practices and consider feedback and input from our stockholders. We encourage you to review our Board Governance Guidelines on our website at www.advancedenergy.com/en-us/about/leadership.Core Values. At all levels of our organization, Advanced Energy delivers results by building a culture grounded in our Core Values: innovation, integrity, empowerment, partnership, accountability, and execution.Transparency. We are committed to transparency in all parts of our business to promote accountability, cultivate trust, and foster open communication. We believe that transparency leads to improvements to our processes and policies, and ultimately contributes to our success. | | Human Rights. Respecting the human rights of our employees and all those involved in our business operations is a core principle for Advanced Energy. Integrity at our Core, Advanced Energy’s Code of Ethical Conduct, specifically prohibits activities involving slave, forced, bonded, or indentured labor, and child labor, and we require our suppliers use no forced labor themselves or in their supply chains. Integrity at our Core can be viewed on our website at www.advancedenergy.com/en-us/about/environment-social-and-governance.Supply Chain. We are committed to responsible sourcing of the materials that make up our products. We annually request our suppliers to confirm that minerals originating within DRC +9 are conflict-free.Employee Training and Helplines. We actively communicate to our employees on ethical business practices and provide a 24-hour anonymous hotline to address ethics issues. |
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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.