Atkore Inc. Files Annual Proxy Statement

Ticker: ATKR · Form: DEF 14A · Filed: Dec 13, 2024 · CIK: 1666138

Atkore INC. DEF 14A Filing Summary
FieldDetail
CompanyAtkore INC. (ATKR)
Form TypeDEF 14A
Filed DateDec 13, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$316.7 million, $3,202.1 m, $3,518.8 million, $12.69, $17.27
Sentimentneutral

Sentiment: neutral

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

TL;DR

Atkore's proxy statement is out, detailing exec pay and stock awards for FY24.

AI Summary

Atkore Inc. filed its DEF 14A on December 13, 2024, for the fiscal year ending September 30, 2024. The filing details executive compensation and other corporate governance matters. Key financial periods covered include fiscal years 2021 through 2024, with specific data on stock awards and equity grants.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and corporate governance, enabling informed voting decisions on company matters.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that provides information to shareholders and does not inherently introduce 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 proxies from shareholders in connection with an annual or special meeting of shareholders. It provides detailed information about matters to be voted on, including executive compensation, director elections, and other corporate actions.

What fiscal periods are covered by the financial data in this filing?

The filing covers the fiscal years from October 1, 2020, to September 30, 2024, with specific data points for 2021, 2022, 2023, and 2024.

What is Atkore Inc.'s Standard Industrial Classification (SIC) code?

Atkore Inc.'s SIC code is 3690, categorized under MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES.

When was Atkore Inc. formerly known as Atkore International Group Inc.?

The company changed its name from Atkore International Group Inc. on February 5, 2016.

Where is Atkore Inc. headquartered?

Atkore Inc. is headquartered at 16100 South Lathrop Avenue, Harvey, Illinois, 60426.

Filing Stats: 4,443 words · 18 min read · ~15 pages · Grade level 16 · Accepted 2024-12-13 16:45:41

Key Financial Figures

Filing Documents

Executive Compensation Tables 39

Executive Compensation Tables 39 CEO Pay Ratio 46 Pay versus Performance 47 Delinquent Section 16(a) Reports 51

Security Ownership of Certain Beneficial Owners & Management 52

Security Ownership of Certain Beneficial Owners & Management 52 Proposal 2: Advisory Vote to Approve Executive Compensation 54 Proposal 3: Adoption of Restated Certificate of Incorporation 55 Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm 57 Pre-Approval Process 58 Audit and Related Fees 58 Report of the Audit Committee 59 Certain Relationships & Related Party Transactions 60 Questions & Answers about the Annual Meeting 61 Other Business 66 Appendix A: Proposed Fourth Amended and Restated Certificate of Incorporation 67 Proxy Card, Notice of Internet Availability 72 i PROXY STATEMENT SUMMARY THIS SUMMARY HIGHLIGHTS INFORMATION YOU WILL FIND IN THIS PROXY STATEMENT. AS IT IS ONLY A SUMMARY, PLEASE REVIEW THE COMPLETE PROXY STATEMENT BEFORE YOU VOTE. Annual Meeting Information DATE AND TIME LOCATION RECORD DATE PROXY MAIL DATE January 30, 2025 at 8:00 a.m. (ET) Hilton Atlanta Marietta 500 Powder Springs St. Marietta, GA 30064 December 6, 2024 On or about December 13, 2024 How to Vote BY INTERNET BY PHONE BY MAIL AT THE ANNUAL MEETING Visit the website listed on your proxy card Call the telephone number on your proxy card Sign, date and return your proxy card in the enclosed envelope Vote in person by following the instructions on page 64 Voting : Each outstanding share of common stock is entitled to one vote. Admission : Space for the Annual Meeting is limited and admission will be on a first-come, first-served basis. Please see the Q&A Section on page 61 for more information on attending in person. Annual Meeting Agenda and Vote Recommendations Matter Board Vote Recommendation Page Reference (for more details) Proposal 1 Election of Directors FOR 14 Proposal 2 Advisory Vote to Approve Executive Compensation FOR 54 Proposal 3 Adoption of Fourth Amended and Restated Certificate of Incorporation FOR 55 Proposal 4 Ratification of Selection of Independent Registered Public A

Executive Compensation Driven by Pay for Performance

Executive Compensation Driven by Pay for Performance Regular Executive Sessions of Independent Directors Stock Ownership Guidelines for Executive Officers and Directors Comprehensive Risk Oversight by the Board and its Committees Clawback Policy to Recapture Incentive Payments Insider Trading Policies Atkore achieved 3.5% volume growth and returned over 75% of cash flow generated from operating activities to shareholders. Atkore's financial results for fiscal 2024 are illustrated by the following financial metrics: Net sales for fiscal 2024 decreased $316.7 million to $3,202.1 million, a decrease of 9.0%, compared to $3,518.8 million for fiscal 2023 Net income per diluted share decreased to $12.69 from $17.27 ATKORE 2025 PROXY STATEMENT 2 Gross profit for fiscal 2024 decreased $261.7 million to $1,077.8 million, a decrease of 19.5%, compared to $1,339.5 million for fiscal 2023 Net income decreased $217.0 million to $472.9 million for fiscal 2024, as compared to $689.9 million for fiscal 2023 During fiscal 2024, operating activities provided $549.0 million of cash, compared to $807.6 million during fiscal year 2023

Executive Compensation Highlights

Executive Compensation Highlights Our executive compensation program is aligned with our business strategy and is designed to drive sustainable results, encourage executive retention, and align executive and stockholder interests. Key features of our Executive Compensation Program: What We Do Deliver a significant percentage of target total direct compensation in the form of variable compensation tied to performance Provide an appropriate mix of short-term and long-term compensation Require stock ownership and retention of a significant portion of equity-based awards Provide limited perquisites Engage an independent compensation consultant Allow the Company to recoup incentive compensation for executive officers through a clawback policy "Double Trigger" change in control vesting provisions What We Don't Do x Gross-up excise taxes that may become due on change in control payments and benefits x Provide incentives that encourage excessive risk-taking x Guarantee incentive awards for executive officers x Allow hedging, pledging or short sales of our securities by our officers and directors x Discount or reprice stock options ATKORE 2025 PROXY STATEMENT 3 CORPORATE GOVERNANCE Atkore is Committed to Good Corporate Governance and Building Better Together Building Better Together encompasses our commitment to our stockholders, employees, customers, suppliers, stockholders, and communities to develop innovative products and achieve breakthrough results. We strive to strengthen the accountability and integrity of our Board and management to build public trust, and our corporate governance practices and policies promote the long-term interests of our stockholders, employees and the communities we operate in. The Board regularly reviews developments in corporate governance and updates its practices and governance materials as it deems necessary and appropriate. Key Governance Materials Certificate of Incorporation Bylaws Corporate Governance

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