Atmus Filtration Technologies Inc.

For the period ended Dec 31, 2024. Filed Mar 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.

Dec 31, 2024 · Filed Mar 17, 2025

ATMU$50.60+9.6%Stored close · as of Nov 6, 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	☐

Check the appropriate box:

x	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

Atmus Filtration Technologies Inc.

(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.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
Invitation to 2025 Annual Meeting of Stockholders
Dear Fellow Stockholder:We are pleased to invite you to join us, our Board of Directors, executive officers, associates and other stockholders at Atmus' 2025 Annual Meeting of Stockholders. The attached notice of our 2025 Annual Meeting of Stockholders and Proxy Statement, which we are providing to stockholders beginning on April 2, 2025, contain details of the stockholder business to be conducted at the meeting.
2024 – An Unforgettable Year at Atmus 2024 was an unforgettable year at Atmus, in which the completion of a successful share exchange marked our full independence as a company from Cummins. We established a reputation for disciplined execution and continued to deliver on our growth strategy.
What did we accomplish in 2024?
Delivered on our growth strategy and achieved strong financial results
•We grew revenue from $1,628M to $1,670M, an increase of 2.5% from 2023 despite challenging market conditions.•We achieved $330M in adjusted EBITDA*, resulting in net debt to adjusted EBITDA of 1.2X positioning us well to execute on our growth strategy both organically and inorganically. •We created stockholder value, completing the share exchange with Cummins divesting the remaining 80.5% of its shareholding. Throughout 2024, Atmus Cumulative Total Shareholder Return outperformed the S&P 500 and S&P 500 Industrial benchmarks.
Continued delivering on our supply chain transformation
•We established Atmus controlled distribution facilities for approximately 95% of our volume, improving on-shelf availability for our customers and driving market share gains.•We delivered cost savings in our supply chain ahead of our plan, supporting improved profitability; we delivered 110 basis points improvement in gross margin as a percent of net sales in 2024.
Invested in our Atmus culture, prioritizing initiatives that promote Atmus’ core values: build trust, be inclusive, have courage and show caring
As we continue to evolve as an independent company, it is important that our governing principles grow with us. Stockholder feedback continues to inform how we approach Atmus’ governance practices. In line with this, proposals for enhancements to our governance provisions will be presented during our meeting.
As we approach our second Annual Meeting of Stockholders, we thank you in advance for voting and for your continued support of Atmus.
Steph Disher		Steve Macadam
Chief Executive Officer	Chair of the Board
*For a reconciliation of non-GAAP performance measures to the most directly comparable financial measures calculated inaccordance with U.S. GAAP, see Appendix A.

Notice of 2025 Annual Meeting of Stockholders
PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION	DATEMay 20, 2025TIME9:00 a.m. Central TimeRECORD DATEMarch 26, 2025VOTINGBY THE INTERNETVisit the website noted on your proxy card to vote onlineBY TELEPHONEUse the toll-free telephone number on your proxy card to vote by telephoneBY MAILSign, date, and return your proxy card in the enclosed envelope to vote by mail.
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of the Stockholders (the “Annual Meeting”) of Atmus Filtration Technologies Inc. will be held virtually on May 20, 2025, at 9:00 a.m. Central Time, at www.virtualshareholdermeeting.com/ATMU2025. The Annual Meeting will be held for the following purposes:
1	to elect the two director nominees named in the attached Proxy Statement to serve for three-year terms expiring in 2028;
2	to consider an advisory vote to approve the compensation of our named executive officers;
3	to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025; and
4	to amend the Certificate of Incorporation to declassify the Board of Directors and phase-in annual director elections;
5	to amend the Certificate of Incorporation to eliminate supermajority vote provisions;
6	to amend the Certificate of Incorporation to eliminate legacy parent provisions; and
7	to transact any other business that may properly come before the meeting or any adjournment thereof.
The Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. We believe a virtual meeting allows broader access by our stockholders and other parties without restricting participation, while also reducing the environmental impact and cost of conducting the meeting.To attend and vote during the Annual Meeting, please visit www.virtualshareholdermeeting.com/ATMU2025 (the “Annual Meeting Website”) and enter the control number found on your proxy card or voting instruction form (the “Control Number”). You may vote your shares and submit your questions during the Annual Meeting by entering your Control Number and following the instructions that are also available on the Annual Meeting Website. Your vote is important to us. Even if you plan on attending the Annual Meeting, we urge you to vote and submit your proxy in advance using one of the methods described in the accompanying proxy materials. Only stockholders of record at the close of business on March 26, 2025, are entitled to notice of and to vote at the Annual Meeting.A notice of Internet availability of proxy materials, or a Proxy Statement, proxy card and Annual Report, are first being sent to stockholders on or about April 2, 2025.By Order of the Board of DirectorsTiffany B. WilliamsAssistant Corporate Secretary

TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
7	Proxy Statement for 2025 Annual Meeting of Stockholders
8	PROXY STATEMENT SUMMARY AND HIGHLIGHTS
8	Meeting Information
8	Meeting Agenda and Voting Matters
8	Company Overview and Business Highlights
9	Our Director Nominees
10	Our Directors Continuing in Office
11	Board Independence and Diversity
11	Governance Highlights
11	Executive Compensation Highlights
13	ABOUT THE MEETING
16	Proposal 1 – Election of Directors
17	Diversity of Skills and Expertise
19	Nominees for Terms Ending in 2028
21	Directors Continuing in Office
26	CORPORATE GOVERNANCE
26	Director Independence
26	Board Composition
26	Board Leadership Structure
26	Board Risk Oversight
27	Board Diversity
27	Board Evaluation Process
27	Director Candidates and Nominations
27	Board and Committee Meetings
28	Talent Management and Compensation Committee Interlocks and Insider Participation
27	Communication with the Board of Directors
29	Code of Conduct
29	Corporate Governance Principles
29	Transactions with Related Parties
30	EXECUTIVE AND DIRECTOR COMPENSATION
31	Compensation Discussion and Analysis
42	Compensation Tables
30	Director Compensation for 2023
53	Pay Versus Performance
55	Talent Management and Compensation Committee Report
56	Proposal 2 – Advisory Vote to Approve Executive Compensation
57	AUDIT
57	Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm
57	Pre-Approval of Audit and Non-Audit Services
57	Audit Fees, Audit-Related Fees and All Other Fees
58	Audit Committee Report
59	OTHER MANAGEMENT PROPOSALS
59	Proposal 4 – Amendment to Certificate of Incorporation to Declassify the Board of Directors and Phase-In Annual Director Elections
61	Proposal 5 – Amendment to Certificate of Incorporation to Eliminate Supermajority Voting Provisions
62	Proposal 6 – Amendment to Certificate of Incorporation to Eliminate Parent Legacy Provisions

63	OTHER IMPORTANT INFORMATION
63	Equity Plan Compensation Information
63	Security Ownership of Certain Beneficial Owners, Directors and Management
64	Section 16(A) Beneficial Ownership Reporting Compliance
65	Stockholder Proposals
65	Reduce Duplicate Mailings
66	APPENDIX A
67	APPENDIX B

ContentsView on SEC.gov

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