Applied Industrial Technologies DEF 14A Filing

Ticker: AIT · Form: DEF 14A · Filed: Sep 16, 2024 · CIK: 109563

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

Applied Industrial Tech (AIT) filed its DEF 14A, detailing exec comp & governance for FY24. Shareholders get the inside scoop.

AI Summary

Applied Industrial Technologies Inc. filed its DEF 14A on September 16, 2024, for the fiscal year ending June 30, 2024. The filing details executive compensation, corporate governance, and other shareholder-related information. It includes financial data for fiscal years 2021 through 2024, with specific figures for additions to total compensation and the value of dividends or earnings paid on stock awards.

Why It Matters

This filing provides crucial details on executive pay and corporate governance, offering insights into how the company is managed and how shareholder value is being addressed.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that provides information to shareholders and does not inherently indicate new risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation.

When is the fiscal year end for Applied Industrial Technologies Inc.?

The fiscal year end for Applied Industrial Technologies Inc. is June 30th, as indicated by the 'FISCAL YEAR END: 0630' data point.

What is the filing date of this DEF 14A?

This DEF 14A filing was made on September 16, 2024, as indicated by 'FILED AS OF DATE: 20240916'.

Has Applied Industrial Technologies Inc. operated under any former names?

Yes, the company was formerly known as BEARINGS INC /OH/ and BROWN JIM STORES INC, with name changes occurring on July 3, 1992, and February 1, 1960, respectively.

What is the SIC code for Applied Industrial Technologies Inc.?

The Standard Industrial Classification (SIC) code for Applied Industrial Technologies Inc. is 5080, which corresponds to Wholesale - Machinery, Equipment & Supplies.

Filing Stats: 4,400 words · 18 min read · ~15 pages · Grade level 12.7 · Accepted 2024-09-16 16:16:06

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 23 Compensation Discussion and Analysis 41 Summary Compensation Table 43 Grants of Plan-Based Awards Table 44 Outstanding Equity Awards at Fiscal Year-End Table 46 Option Exercises and Stock Vested Table 46 2024 Policies and Practices Related to the Grant of Certain Equity Awards 46 Nonqualified Deferred Compensation 48 Potential Payments upon Termination or Change in Control 54 CEO Pay Ratio Disclosure 55 Pay Versus Performance Disclosure 60 Compensation Committee Report 61 ITEM2: Advisory (Nonbinding) Vote to Approve Executive Compensation 64 ITEM3: Vote to Ratify Appointment of Independent Auditors 65 Equity Compensation Plan Information 66 Audit Committee Report 66 Delinquent Section 16(a) Reports 66 Shareholder Proposals and Nominee Submissions for 2025 Annual Meeting 67 Householding Information 67 Other Matters Applied Industrial Technologies 2024 Proxy Statement 1 Table of Contents Proxy Statement Highlights PROXY STATEMENT HIGHLIGHTS This proxy statement, the accompanying proxy card, and our Annual Report on Form 10-K are being sent to shareholders beginning on or about September 16, 2024. The highlights below include information that you will find elsewhere in this proxy statement. The highlights do not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting. Information regarding the logistics of the 2024 annual meeting of shareholders (the "Annual Meeting") begins on page 5. Proposals and Board Recommendations Applied's Board of Directors (the "Board") makes the following voting recommendations to shareholders for the Annual Meeting: Proposal Board's Voting Recommendation Page Item1: Election of Directors FOR each Company Director Nominee 8 Item2: Advisory (Nonbinding) Vote to Approve Executive Compensation FOR 61 Item3: Vote to Ratify Appointment of Indepen

Executive Compensation Highlights

Executive Compensation Highlights Our executive pay is targeted to be competitive with market medians for similar positions in peer distribution industry companies. Actual pay depends in large part on performance relative to goals and how our stock price performs in response. The chart below shows the mix of targeted opportunities provided in 2024 to our Chief Executive Officer, Neil A. Schrimsher, in the forms of base salary, annual incentive pay, and long-term incentive pay (awarded in equity-based instruments). In line with results that were generally consistent with pre-established annual target incentive goals, the named executive officers earned annual incentive pay at an average of 101.2% of their individual target values. 2024 achievements under the three-year performance share programs averaged 147.5% of target shares. For a detailed review of our executive compensation, see pages 23-60 of this proxy statement. Approval of the Compensation of the Named Executive Officers We provide shareholders the annual opportunity to approve, through a nonbinding, advisory vote, the compensation of our named executive officers as disclosed in our proxy statement, including, among other things, our executive compensation objectives, policies, and practices. The proposal is described on pages 61-63. Ratification of Appointment of Independent Auditors 4 Applied Industrial Technologies 2024 Proxy Statement Table of Contents Introduction and Voting Information INTRODUCTION AND VOTING INFORMATION In this statement, "we," "our," "us," and "Applied" refer to Applied Industrial Technologies, Inc., an Ohio cor

: ELECTION OF DIRECTORS

ITEM 1: ELECTION OF DIRECTORS Applied's Code of Regulations divides our Board into three classes. The directors in each class are elected for three-year terms so that the term of one class expires at each annual meeting. At the Annual Meeting, the shareholders will elect directors for a three-year term expiring in 2027 or until their successors have been elected and qualified. Pursuant to Ohio law, the properly nominated candidates receiving the greatest number of votes will be elected. The Corporate Governance & Sustainability Committee have recommended, and the Board has nominated, three incumbents for election as directors: Madhuri A. Andrews, Shelly M. Chadwick, and Vincent K. Petrella. The shareholders most recently elected Madhuri A. Andrews and Vincent K. Petrella at the 2021 annual meeting. Shelly M. Chadwick was appointed to the Board on August 9, 2022. Their terms expire this year and the Board renominated each of them following the Corporate Governance & Sustainability Committee's review and evaluation of each of their respective performances. Directors serving terms expiring in 2025 and 2026 will continue in office. The proxies named on the proxy card accompanying the materials sent to shareholders of record intend to vote for the three nominees unless authority is withheld. In this uncontested election, a withhold vote will not affect the outcome. If a nominee becomes unavailable to serve, the proxies will have authority to vote for any other person or persons who may be properly nominated and/or to reduce the number of directors. We are not aware of an existing circumstance that would cause a nominee to be unavailable to serve. The Board of Directors recommends you vote FOR each of the director nominees. Background information follows about each of the nominees and continuing directors. The background information that follows does not include information for Dan Komnenovich who, in accordance with Applied's retirement policy for directors, w

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