Gates Industrial Corp Ltd.
For the period ended Jun 5, 2025. Filed Apr 17, 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.
Jun 5, 2025 · Filed Apr 17, 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 (Amendment No. )
Filed by the Registrant☒
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)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
Gates Industrial Corporation plc
(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):
| ☒ | 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 |
1144 15th Street, Denver, Colorado 80202, 303.744.1911
Dear Gates Shareholders:
You are cordially invited to attend the 2025 Annual General Meeting of Shareholders of Gates Industrial Corporation plc to be held on Thursday, June 5, 2025, at 10:00 a.m. Mountain Time. In order to provide a consistent and convenient experience to all shareholders regardless of location, we will hold the 2025 Annual General Meeting of Shareholders virtually through a live webcast at www.virtualshareholdermeeting.com/GTES2025. The attached Notice of Annual General Meeting of Shareholders and Proxy Statement describe the formal business to be transacted at the meeting and provide detail on the virtual meeting format, including how to register.
In accordance with the Securities and Exchange Commission’s rule allowing companies to furnish proxy materials to their shareholders over the internet, we are primarily furnishing proxy materials to our shareholders of ordinary shares electronically, rather than mailing paper copies of the materials (including our Annual Report on Form 10-K for the fiscal year ended December 28, 2024). On or about April 17, 2025, we mailed certain shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access these materials and how to vote their shares. Such notice provides instructions on how you can request a paper copy of these materials by mail, by telephone or by email. If you requested your materials via email, the email contains voting instructions and links to the materials on the internet. You may also read, print and download our annual report and our proxy statement at www.proxyvote.com.
As a shareholder of Gates Industrial Corporation plc, you play an important role for our company by considering and taking action on these matters. We appreciate the time and attention you invest in making thoughtful decisions. Regardless of whether you plan to participate in the meeting, we encourage you to vote your shares as promptly as possible.
Sincerely,
Chief Executive Officer
Notice of 2025 Annual General Meeting of Shareholders
| Time and Date ThursdayJune 5, 202510:00 a.m.Mountain Time | LocationLive webcast at www.virtualshareholdermeeting.com/GTES2025 | Record DateYou can vote and attend the 2025 AGM if you were a shareholder of record at the close of business on April 8, 2025. |
The Annual General Meeting of Shareholders (“AGM” or the “Meeting”) to be held on June 5, 2025 of Gates Industrial Corporation plc (“Gates” or the “Company”) will be held for the following purposes:
ORDINARY RESOLUTIONS
| 1 | To elect the nine director nominees identified in the proxy statement following this Notice (“Proxy Statement”). |
| 2 | To conduct an advisory vote to approve named executive officer (“NEO”) compensation. |
| 3 | To conduct an advisory vote on the frequency of future advisory votes to approve NEO compensation. |
| 4 | To conduct an advisory vote on the Company’s directors’ remuneration report (the “Directors’ Remuneration Report”) contained in Appendix A of the Proxy Statement in accordance with the requirements of the United Kingdom (the “U.K.”) Companies Act 2006 (the “Companies Act”). |
| 5 | To approve the Company’s directors’ remuneration policy (the “Directors’ Remuneration Policy”) as contained in Appendix A of this Proxy statement in accordance with the requirements of the Companies Act |
| 6 | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2026. |
| 7 | To re-appoint Deloitte LLP as the Company’s U.K. statutory auditor under the Companies Act (to hold office until the conclusion of the next annual general meeting at which accounts are laid). |
| 8 | To authorize the audit committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board” or “Board of Directors”) to determine the remuneration of Deloitte LLP in its capacity as the Company’s U.K. statutory auditor. |
| 9 | To authorize the Board to allot equity securities in the Company. |
SPECIAL RESOLUTIONS
| 10 | Subject to the passing of Proposal 9, to authorize the Board to allot equity securities without pre-emptive rights. |
The above proposals are more fully described in the Proxy Statement following this Notice, which shall be deemed to form a part of this Notice. As of the date of this Notice, the Company does not know of any other matters to be raised at the 2025 AGM. The Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (the “2024 Annual Report”) accompanies the Proxy Statement following this Notice. These documents may also be accessed free of charge at www.proxyvote.com.
You can vote and attend the 2025 AGM if you were a shareholder of record at the close of business on April 8, 2025.
On the day of the meeting, please visit www.virtualshareholdermeeting.com/GTES2025 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast.
It is important that your shares be represented and voted at the 2025 AGM. We encourage you to vote by internet or telephone, or complete, sign and return your proxy prior to the 2025 AGM even if you plan to attend.
By Order of the Board of Directors,
Chief Executive Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2025:The Notice of Annual General Meeting of Shareholders, Proxy Statement and 2024 Annual Report are being distributed or made available, as the case may be, on or about April 17, 2025.
Table of Contents
| Proxy Statement For Annual General Meeting Of Shareholders | 1 |
|---|---|
| Proposal 1: Election of Directors | 5 |
| Corporate Governance | 11 |
| Executive Compensation | 18 |
| Proposal 2: Advisory Vote to Approve NEO Compensation | 48 |
| Director Compensation | 49 |
| Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve NEO Compensation | 51 |
| Proposal 4: Advisory Vote on Directors’ Remuneration Report | 52 |
| Proposal 5: Approval of Directors’ Remuneration Policy | 53 |
| Independent Registered Public Accounting Firm | 54 |
| Proposal 6: Ratification of Independent Registered Public Accounting Firm | 55 |
| Proposal 7: Reappointment of the Company’s U.K. Statutory Auditor under the Companies Act | 56 |
| Proposal 8: Authorization of the Audit Committee to Determine the Company’s U.K. Statutory Auditor’sRemuneration | 57 |
| Proposal 9: Authorization of the Board to Allot Equity Securities in the Company | 58 |
| Proposal 10: Subject to the passing of Proposal 9, Authorization of the Board to Allot Equity Securities withoutPre-emptive Rights | 60 |
| Audit Committee Report | 64 |
| Security Ownership of Certain Beneficial Owners and Management | 66 |
| Delinquent Section 16(a) Reports | 68 |
| Shareholder Proposals | 69 |
| Shareholder Resolutions for 2025 Annual General Meeting | 71 |
| Appendix A - Directors’ Remuneration Report and Policy | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.