APi Group Corp
For the period ended May 15, 2026. Filed Apr 3, 2026.
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.
May 15, 2026 · Filed Apr 3, 2026
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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 |
APi Group Corporation
(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 of2026 Annual Meetingof Shareholders
It is my pleasure to invite you to attend APi Group Corporation’s ("APi" or the "Company") 2026 Annual
Meeting of Shareholders (“2026 Annual Meeting”). The 2026 Annual Meeting will be held on May 15, 2026,
at 8:30 a.m. (Central Time) in virtual-only format conducted via live webcast at
www.virtualshareholdermeeting.com/APG2026. You will be able to participate, submit questions and vote
your shares electronically. The information for how to attend virtually and vote at the 2026 Annual Meeting
is described below. At the 2026 Annual Meeting, you will be asked to:
Elect nine directors for a one-year term expiring at the 2027 Annual Meeting of Shareholders;
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the
fiscal year ending December 31, 2026;
Approve, on an advisory basis, the compensation of our named executive officers;
Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation
of our NEOs; and
- Transact such other business as may properly come before the 2026 Annual Meeting and any
adjournment or postponement of the 2026 Annual Meeting.
Only shareholders of record as of the close of business on March 20, 2026, may vote at the 2026 Annual
Meeting.
It is important that your shares be represented at the 2026 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 2026 Annual Meeting.
Louis B. Lambert
Senior Vice President, General Counsel and Secretary
April 3, 2026
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 3, 2026.
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 | 4 |
| Board Leadership Structure | 5 |
| Director Independence | 5 |
| Board Role in Risk Oversight | 5 |
| Shareholder Engagement | 6 |
| Code of Business Conduct and Ethics | 6 |
| Board and Committee Meetings | 6 |
| Board Committees | 6 |
| Audit Committee | 7 |
| Compensation Committee | 7 |
| Nominating and Corporate Governance Committee | 9 |
| Insider Trading Policy | 10 |
| Anti-Hedging Policy | 10 |
| Communications with the Board | 10 |
| Certain Relationships and Related Party Transactions | 10 |
| Director Compensation | 11 |
| Proposal 1—Election of Directors | 13 |
| Compensation Discussion & Analysis | 18 |
| Compensation Strategy | 18 |
| Pay for Performance | 18 |
| Financial Highlights | 19 |
| Compensation Governance Practices | 19 |
| Executive Compensation Setting Process | 20 |
| Components of the Executive Compensation Program | 22 |
| 2025 Compensation Decisions | 22 |
| Other Compensation-Related Practices and Policies | 25 |
| Executive Compensation | 27 |
| Summary Compensation Table | 27 |
| Grants of Plan-Based Awards During 2025 | 28 |
| Outstanding Equity Awards at 2025 Year End | 29 |
| Stock Vested During 2025 | 30 |
| Potential Payments Upon Termination or Change in Control | 30 |
| CEO Pay Ratio | 31 |
| Pay Versus Performance | 31 |
| Compensation Committee Report | 35 |
| Security Ownership | 36 |
|---|---|
| Proposal 2—Ratification of Independent Registered Public Accountants for 2026 Fiscal Year | 38 |
| Fees Billed to the Company by its Independent Registered Public Accounting Firms | 38 |
| Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services | 38 |
| Audit Committee Report | 38 |
| Proposal 3—Advisory Vote on Executive Compensation | 40 |
| Proposal 4—Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation | 41 |
| Other Matters | 42 |
| Delinquent Section 16(a) Reports | 42 |
| Requirements, including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders | 42 |
| List of Shareholders Entitled to Vote at the 2026 Annual Meeting | 43 |
| Expenses Relating to this Proxy Solicitation | 43 |
| Communication with Our Board of Directors | 43 |
| Householding | 43 |
| Available Information | 43 |
| Questions and Answers About Voting at the 2026 Annual Meeting and Related Matters | 44 |
| Appendix A - Reconciliations of GAAP to Non-GAAP Financial Measures | A-1 |
1
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.