Hillman Solutions Corp.
For the period ended Apr 23, 2024. Filed Apr 23, 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 23, 2024 · Filed Apr 23, 2024
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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 ☒
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 Pursuant to §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 the appropriate box):
| ☒ | 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 |
NOTICE OF 2024ANNUAL MEETINGTo be held June 7, 2024
| FELLOW HILLMAN STOCKHOLDERS:We are pleased to invite you to join us for Hillman’s 2024 Annual Meeting of Stockholders on June 7, 2024 at 10:30 a.m. Eastern Time. In order to make the meeting more accessible for investors, the 2024 Annual Meeting of Stockholders will be conducted via webcast only. You will be able to participate in the virtual meeting online, vote your shares electronically, examine our list of stockholders, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/HLMN2024. | When | ||
| June 7, 2024 at 10:30 a.m. Eastern Time. | |||
| ITEMS OF BUSINESS: | Where | ||
| 01 | Elect four directors, each for a term that expires in 2027. | ||
| Online at: www.virtualshareholdermeeting.com/HLMN2024 | |||
| 02 | Approve, by non-binding vote, the compensation of our named executive officers. | ||
| 03 | Amend our certificate of incorporation to declassify the Board by the 2027 Annual Meeting of Stockholders. | Who Can Vote | |
| 04 | Amend our certificate of incorporation to eliminate supermajority voting provisions. | Holders of Hillman common stock at the close of business on the record date of April 12, 2024 are entitled to notice of and to vote at the meeting. | |
| 05 | Amend our certificate of incorporation to provide for officer exculpation of liability. | ||
| 06 | Amend our certificate of incorporation to eliminate the sponsor corporate opportunity provision. | ||
| 07 | Amend our certificate of incorporation to eliminate the sponsor business combination provision. | ||
| 08 | Amend our bylaws to eliminate supermajority voting provisions. | ||
| 09 | Approve an increase in number of shares reserved under our 2021 Equity Incentive Plan. | ||
| 10 | Ratify the selection of Deloitte & Touche LLP as our independent auditor for fiscal year 2024. |
| 11 | Transact other business as may properly come before the meeting. |
| ATTENDING THE MEETING Stockholders holding shares at the close of business on the record date may attend the virtual meeting. You will be able to attend the Annual Meeting, vote, examine our list of stockholders, and submit your questions 15 minutes in advance of, and in real-time during, the meeting by a live audio webcast by visiting www.virtualshareholdermeeting.com/HLMN2024. To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you receive the proxy materials by mail. You will not be able to attend the Annual Meeting in person. | |
|---|---|
Ways to Vote
Your vote is important! Please vote your proxy in one of the following ways:
| By internetBy visiting www.proxyvote.com. | By telephoneBy calling the number on your proxy card or voting instruction form. | By mailBy marking, signing, dating, and mailing your proxy card if you requested printed materials, or your voting instruction form. No postage is required if mailed in the United States. | By mobileBy scanning the QR code on your proxy card, notice of internet availability of proxy materials, or voting instruction form. | Real timeBy voting electronically during the virtual Annual Meeting at www.virtualshareholdermeeting.com/HLMN2024. |
|---|
We appreciate your continued confidence in Hillman and we look forward to your participation in our virtual meeting.
By Order of the Board of Directors,
Douglas J. Cahill
Chairman of the Board, President, and Chief Executive Officer
Hillman Solutions Corp.
April 23, 2024
Cincinnati, Ohio
TABLE OF CONTENTS2024 PROXY STATEMENT
| Proxy Statement: Questions and Answers | 1 |
|---|---|
| Item Number 1: Election of Directors | 5 |
| Director Qualifications and Attributes | 6 |
| Board Diversity Matrix (as of April 23, 2024) | 8 |
| Director Nominees for a Term to Expire in 2027 and Continuing Directors | 9 |
| Corporate Governance | 15 |
| Committees of the Board | 19 |
| Beneficial Ownership of Common Stock | 22 |
| Security Ownership of Certain Beneficial Owners | 24 |
| Delinquent Section 16(a) Reports | 24 |
| Certain Relationships and Related Party Transactions | 24 |
| Information About our Executive Officers | 26 |
| Executive Compensation | 28 |
| Item Number 2: Advisory Vote to Approve Executive Compensation | 58 |
| Item Number 3: Charter Amendment - Board Declassification | 60 |
| Item Number 4: Charter Amendment - Eliminate Supermajority Voting | 62 |
| Item Number 5: Charter Amendment - Officer Exculpation | 64 |
| Item Number 6: Charter Amendment - Eliminate Sponsor Corporate Opportunity Provision | 66 |
| Item Number 7: Charter Amendment - Eliminate Sponsor Business Combination Provision | 68 |
| Item Number 8: Bylaws Amendment - Eliminate Supermajority Voting | 70 |
| Item Number 9: Increase Shares Reserved Under 2021 Equity Incentive Plan | 72 |
|---|---|
| Item Number 10: Ratification of the Appointment of Independent Auditor | 80 |
| Audit Fees, Audit-Related Fees, Tax Fees, and All Other Fees | 82 |
| Audit Committee Report | 83 |
| Appendix A: Reconciliation of Non-GAAP Measures | A-1 |
| Appendix B: Amended and Restated Articles of Incorporation | B-1 |
| Appendix C: Amended and Restated Bylaws | C-1 |
| Appendix D: 2021 Equity Incentive Plan | D-1 |
| Householding of Proxy Materials | 84 |
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