PARK OHIO HOLDINGS CORP
For the period ended May 23, 2024. Filed Apr 17, 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.
May 23, 2024 · Filed Apr 17, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
**SCHEDULE 14A
**(Rule 14a-101)
**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 Pursuant to § 240.14a-12
PARK-OHIO HOLDINGS CORP.
(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.
PARK-OHIO HOLDINGS CORP.
**6065 Parkland Boulevard
Cleveland,**Ohio 44124
Notice of 2024 Annual Meeting of Shareholders
The 2024 annual meeting of shareholders of Park-Ohio Holdings Corp., an Ohio corporation, will be held asshown below.
| | 10:00 A.M., Eastern Time, Thursday May 23, 2024 |
|---|---|
| | |
| | 6065 Parkland Boulevard,Cleveland, Ohio 44124 |
| | |
| | 1.To elect three directors to serve until the 2027 annual meeting of shareholders; 2.To ratify the appointment of Ernst & Young LLP as our independent auditors for fiscal year 2024; and 3.To act on other matters that are properly brought before the Annual Meeting or any adjournments, postponements or continuations thereof. |
| | |
| | The Board of Directors set March 27, 2024 as the record date for the Annual Meeting. This means that owners of Common Stock at the close of business on that date are entitled to (1) receive notice of the Annual Meeting and (2) vote at the Annual Meeting and any adjournments, postponements or continuations of the Annual Meeting. |
| | |
| | We are pleased to invite you to our 2024 Annual Meeting of Shareholders to be held at the Company’s headquarters, 6065 Parkland Blvd., Cleveland, Ohio 44124, on May 23, 2024, at 10:00 A.M. EST. Please also consider voting and submitting your proxy in advance of the Annual Meeting in lieu of attending the meeting in person. Please mark, sign and return the proxy card in the enclosed envelope. No postage is required if mailed in the United States. |
| By Order of the Board of Directors | |
| | |
| ROBERT D. VILSACKChief Legal & Administrative Officer, Secretary | |
| April 17, 2024 | |
|---|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FORTHE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 23, 2024:A complete set of proxy materials relating to the Annual Meeting is available on the Internetstarting on April 15, 2024. These materials, consisting of the Notice of Annual Meeting, ProxyStatement, Proxy Card and Annual Report, may be viewed at http://eproxy.pkoh.com.
When
Where
Items of
Business
Who Can
Vote and
Record Date
Voting
by Proxy
2024 Proxy Statementi
Proxy Statement
TABLE OF CONTENTS
| General Information | 1 |
|---|---|
| Proposal No. 1 — Election of Directors | 2 |
| Biographical Information | 3 |
| Nominees for Election | 3 |
| Directors with Term Expiring 2025 | 4 |
| Directors with Term Expiring 2026 | 5 |
| Principal Shareholders | 7 |
| Corporate Governance | 8 |
| Director Independence | 8 |
| Risk Oversight | 8 |
| Leadership Structure | 8 |
| Lead Director | 9 |
| Code of Business Conduct and Ethics | 9 |
| Anti-Hedging and Pledging Policies | 9 |
| Board of Directors and Committees | 10 |
| Board Meetings | 10 |
| Board Committees | 10 |
| Audit Committee | 10 |
| Compensation Committee | 10 |
| Nominating and Corporate Governance Committee | 10 |
| Executive Committee | 11 |
| Long-Range Planning Committee | 11 |
| Shareholder Communications | 11 |
| Compensation Committee Interlocks and Insider Participation | 11 |
| Compensation of Directors | 12 |
| Audit Committee | 13 |
| Audit Committee Report | 13 |
| Proposal No. 2 — Ratification of the Appointment of Independent Auditors | 14 |
| Independent Auditor Fee Information | 14 |
| Pre-approval Policy | 14 |
2024 Proxy Statementii
Table of Contents
| Executive Compensation Discussion and Analysis | 15 |
|---|---|
| 2023 Business Highlights | 15 |
| Philosophy and Objectives | 15 |
| Compensation Practices | 16 |
| Overview | 16 |
| Our Say-on-Pay Vote | 16 |
| Shareholder Engagement | 16 |
| Compensation Consultant | 16 |
| Compensation Components | 17 |
| Other Executive Compensation Arrangements and Policies | 20 |
| Risk Oversight | 22 |
| Compensation Committee Report | 22 |
| Compensation Tables | 23 |
| 2023 Summary Compensation Table | 23 |
| 2023 Grants of Plan-Based Awards Table | 24 |
| Outstanding Equity Awards at 2023 Fiscal Year-End Table | 24 |
| 2023 Option Exercises and Stock Vested Table | 25 |
| Pension Benefits | 26 |
| 2023 Pension Benefits Table | 26 |
| 2023 Nonqualified Deferred Compensation Table | 26 |
| Potential Post-Employment Payments | 27 |
| CEO Pay Ratio | 28 |
| Pay Versus Performance Table | 28 |
| Other Matters | 32 |
| Review, Approval or Ratification of Transactions with Related Persons | 32 |
| Shareholder Proposals for the 2025 Annual Meeting | 32 |
| Advance Notice Procedures | 32 |
| Shareholders Sharing the Same Address | 33 |
2024 Proxy Statement 1
PARK-OHIO HOLDINGS CORP.
**6065 Parkland Boulevard
Cleveland,**Ohio 44124
**Proxy Statement
Annual Meeting of Shareholders
May 23, 2024
GENERAL INFORMATION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.