APi Group Corp
For the period ended May 16, 2025. Filed Apr 4, 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.
May 16, 2025 · Filed Apr 4, 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
| Filed by the Registrant | x | Filed by a party other than the Registrant | o |
|---|
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Under Rule 240.14a-12 |
(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):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of2025 Annual Meetingof Shareholders
It is my pleasure to invite you to attend APi Group Corporation’s 2025 Annual Meeting of
Shareholders (“2025 Annual Meeting”). The 2025 Annual Meeting will be held on May 16, 2025,
at 8:30 a.m. (Central Time) in virtual-only format conducted via live webcast at
www.virtualshareholdermeeting.com/APG2025. You will be able to participate, submit questions
and vote your shares electronically. The information for how to attend virtually and vote at the
2025 Annual Meeting is described below. At the 2025 Annual Meeting, you will be asked to:
- Elect nine directors for a one-year term expiring at the 2026 Annual Meeting of
Shareholders;
- Ratify the appointment of KPMG LLP as our independent registered public accounting firm
for the fiscal year ending December 31, 2025;
Approve, on an advisory basis, the compensation of our named executive officers;
Approve the amendment of our certificate of incorporation to increase the number of
authorized shares of common stock; and
- Transact such other business as may properly come before the 2025 Annual Meeting and
any adjournment or postponement of the 2025 Annual Meeting.
Only shareholders of record as of the close of business on March 21, 2025, may vote at the
2025 Annual Meeting.
It is important that your shares be represented at the 2025 Annual Meeting, regardless of the
number of shares you may hold. Whether or not you plan to attend, please vote using the
Internet, by telephone or by mail, in each case by following the instructions in our proxy
statement. This will not prevent you from voting your shares in person if you are present
virtually at the 2025 Annual Meeting.
Louis B. Lambert
Senior Vice President, General Counsel and Secretary
April 4, 2025
We have elected to use the “Notice and Access” method of providing our proxy materials over
the Internet. Accordingly, we mailed a Notice of Internet Availability of Proxy Materials
containing instructions on how to access our proxy statement and annual report on or about
April 4, 2025.
Our proxy statement and annual report are available online at
http://materials.proxyvote.com/00187Y.
APi Group Corporation, 1100 Old Highway 8 NW, New Brighton, MN 55112
| Proxy Summary | 1 |
|---|---|
| Annual Meeting | 1 |
| Voting Matters and Board Recommendations | 1 |
| How to Vote | 1 |
| Board of Directors | 1 |
| Who We Are | 2 |
| Financial Highlights | 3 |
| Corporate Governance | 4 |
| Overview | 4 |
| Board Composition and Diversity | 4 |
| Board Leadership Structure | 5 |
| Director Independence | 5 |
| Board Role in Risk Oversight | 5 |
| Shareholder Engagement | 6 |
| Code of Business Conduct and Ethics | 6 |
| Meetings | 6 |
| Board Committees | 6 |
| Audit Committee | 7 |
| Compensation Committee | 7 |
| Nominating and Corporate Governance Committee | 9 |
| Anti-Hedging Policy | 10 |
| Communications with the Board | 10 |
| Certain Relationships and Related Party Transactions | 10 |
| Director Compensation | 12 |
| Proposal 1—Election of Directors | 14 |
| Compensation Discussion & Analysis | 19 |
| Compensation Strategy | 19 |
| Financial Highlights | 20 |
| Pay for Performance | 20 |
| Compensation Governance Practices | 21 |
| Executive Compensation Setting Process | 22 |
| Components of the Executive Compensation Program | 24 |
| 2024 Compensation Decisions | 25 |
| Other Compensation-Related Practices and Policies | 29 |
| Executive Compensation | 31 |
| Summary Compensation Table | 31 |
| Grants of Plan-Based Awards During 2024 | 32 |
| Outstanding Equity Awards at 2024 Year End | 33 |
| Stock Vested During 2024 | 34 |
| Potential Payments Upon Termination or Change in Control | 34 |
| CEO Pay Ratio | 35 |
| Pay Versus Performance | 37 |
| Compensation Committee Report | 40 |
|---|---|
| Security Ownership | 41 |
| Proposal 2—Ratification of Independent Registered Public Accountants for 2025 Fiscal Year | 44 |
| Fees Billed to the Company by its Independent Registered Public Accounting Firms | 44 |
| Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services | 44 |
| Audit Committee Report | 45 |
| Proposal 3—Advisory Vote on Executive Compensation | 46 |
| Proposal 4—Charter Amendment to Increase Authorized Common Shares | 47 |
| Other Matters | 50 |
| Requirements, including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders | 50 |
| List of Shareholders Entitled to Vote at the 2025 Annual Meeting | 50 |
| Expenses Relating to this Proxy Solicitation | 51 |
| Communication with Our Board of Directors | 51 |
| Householding | 51 |
| Available Information | 51 |
| Questions and Answers About Voting at the 2025 Annual Meeting and Related Matters | 53 |
| Appendix A - Reconciliations of GAAP to Non-GAAP Financial Measures | A-1 |
| Appendix B - Amended Certificate of Incorporation | B-3 |
1
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.