Skip to main content

APi Group Corp

For the period ended May 16, 2025. Filed Apr 4, 2025.

View on SEC.gov

About 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.

May 16, 2025 · Filed Apr 4, 2025

APG$40.87+1.3%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

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 RegistrantxFiled by a party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting 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):

xNo fee required.
oFee paid previously with preliminary materials.
oFee 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:

  1. Elect nine directors for a one-year term expiring at the 2026 Annual Meeting of

Shareholders;

  1. Ratify the appointment of KPMG LLP as our independent registered public accounting firm

for the fiscal year ending December 31, 2025;

  1. Approve, on an advisory basis, the compensation of our named executive officers;

  2. Approve the amendment of our certificate of incorporation to increase the number of

authorized shares of common stock; and

  1. 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 Summary1
Annual Meeting1
Voting Matters and Board Recommendations1
How to Vote1
Board of Directors1
Who We Are2
Financial Highlights3
Corporate Governance4
Overview4
Board Composition and Diversity4
Board Leadership Structure5
Director Independence5
Board Role in Risk Oversight5
Shareholder Engagement6
Code of Business Conduct and Ethics6
Meetings6
Board Committees6
Audit Committee7
Compensation Committee7
Nominating and Corporate Governance Committee9
Anti-Hedging Policy10
Communications with the Board10
Certain Relationships and Related Party Transactions10
Director Compensation12
Proposal 1—Election of Directors14
Compensation Discussion & Analysis19
Compensation Strategy19
Financial Highlights20
Pay for Performance20
Compensation Governance Practices21
Executive Compensation Setting Process22
Components of the Executive Compensation Program24
2024 Compensation Decisions25
Other Compensation-Related Practices and Policies29
Executive Compensation31
Summary Compensation Table31
Grants of Plan-Based Awards During 202432
Outstanding Equity Awards at 2024 Year End33
Stock Vested During 202434
Potential Payments Upon Termination or Change in Control34
CEO Pay Ratio35
Pay Versus Performance37
Compensation Committee Report40
Security Ownership41
Proposal 2—Ratification of Independent Registered Public Accountants for 2025 Fiscal Year44
Fees Billed to the Company by its Independent Registered Public Accounting Firms44
Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services44
Audit Committee Report45
Proposal 3—Advisory Vote on Executive Compensation46
Proposal 4—Charter Amendment to Increase Authorized Common Shares47
Other Matters50
Requirements, including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders50
List of Shareholders Entitled to Vote at the 2025 Annual Meeting50
Expenses Relating to this Proxy Solicitation51
Communication with Our Board of Directors51
Householding51
Available Information51
Questions and Answers About Voting at the 2025 Annual Meeting and Related Matters53
Appendix A - Reconciliations of GAAP to Non-GAAP Financial MeasuresA-1
Appendix B - Amended Certificate of IncorporationB-3

1

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.