Azenta, INC. DEF 14A Filing

Ticker: AZTA · Form: DEF 14A · Filed: Dec 17, 2024 · CIK: 933974

Sentiment: neutral

Filing Stats: 4,426 words · 18 min read · ~15 pages · Grade level 14.3 · Accepted 2024-12-17 17:28:54

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 17 PROPOSAL NO. 1 ELECTION OF DIRECTORS 19 Director Qualifications 19 DIRECTOR NOMINEES 21 COMPENSATION OF DIRECTORS 27 Director Compensation Table 27 Compensation Policy 28 Non-employee Director Ownership Guidelines 28 Deferred Compensation Plan 29 Indemnification Agreements 29 EXECUTIVE OFFICERS 30 Biographical Information 30 COMPENSATION DISCUSSION AND ANALYSIS 32 Executive Summary 32

Executive Compensation Program Framework

Executive Compensation Program Framework 34 Fiscal 2024 Executive Compensation Program 40 Other Compensation and Policies 46 Human Resources and Compensation Committee Report 50 COMPENSATION TABLES FOR NAMED EXECUTIVE OFFICERS 51 Summary Compensation Table 51 Grants of Plan Based Awards Table 52 Outstanding Equity Awards at Fiscal Year End Table 53 Stock Vested Table 54 Nonqualified Deferred Compensation 55 Pension Benefits 55 Post-Employment Benefits 55 CEO PAY RATIO 57 PAY VERSUS PERFORMANCE 58 EQUITY COMPENSATION PLAN INFORMATION 64 RELATED PARTY TRANSACTIONS 64 PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION 65 AUDIT COMMITTEE REPORT 66 INDEPENDENT AUDITOR FEES AND OTHER MATTERS 68 PROPOSAL NO. 3 RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 69 GENERAL ANNUAL MEETING INFORMATION 70 Record Date, Voting Rights and Outstanding Shares 70 Electronic Distribution 70 Solicitation 70 Quorum and Required Vote 70 Voting of Proxies 71 Revocation of Proxies 72 Proxy Materials Available via the Internet 72 OTHER MATTERS 73 Standards of Conduct 73 Stockholder Proposals and Recommendations For Director 73 Voting Results 73 Householding of Proxy Materials 73 Material Not Incorporated by Reference 74 Annual Report on Form 10-K 74 APPENDIX A – RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES USED IN PROXY STATEMENT A-1 TABLE OF CONTENTS PROXY STATEMENT SUMMARY PROXY STATEMENT SUMMARY We are furnishing this proxy statement and related proxy materials in connection with the solicitation of proxies by our Board of Directors (the "Board of Directors" or the "Board") for use at the Annual Meeting of Stockholders to be held in a virtual-only format, solely by means of remote communication, on Thursday, January 30, 2025, at 9:00 a.m., Eastern Time, and at any adjournment or postponement thereof (

: Gender Identity

Part I: Gender Identity Female Male Non-Binary Undisclosed Female Male Non-Binary Undisclosed Directors 3 7 3 6

: Demographic Background

Part II: Demographic Background Asian 1 White 3 6 3 6 8 AZENTA – 2024 Proxy Statement TABLE OF CONTENTS CORPORATE GOVERNANCE Board Refreshment We consider Board refreshment on an ongoing basis at Azenta. Our Nominating and Governance Committee is responsible for determining Board membership qualifications and for selecting, evaluating, and recommending to the Board nominees for annual election to the Board and to fill vacancies as they arise. The Nominating and Governance Committee reviews regularly and reports to the Board on the composition and size of the Board, and makes recommendations, as necessary, so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity advisable for the Board as a whole. As reflected in the Company's Corporate Governance Guidelines, the Board adopted a policy requiring any director who receives a greater number of votes "withheld" or "against" his or her election than votes "for" his or her election in an election of directors that is not a contested election is required to tender his or her resignation as a director to the Board promptly following the certification of the election results. The Nominating and Governance Committee will consider each resignation tendered under this policy and recommend to the Board whether to accept or reject it. As part of our ongoing transformation and Board refreshment process, we recently appointed three new independent directors to the Board: William L. Cornog, Quentin Koffey and Alan J. Malus. In addition, we are also nominating one new director to the Board: Dipal Doshi. Current directors Dr. Rosenblatt and Messrs. Bousa and Hirsch have not been nominated for re-election and their term will expire at the Annual Meeting. Committees of the Board The Board currently has the following standing committees: an Audit Committee, an Environmental, Social & Governance (ESG) Committee, a Finance Committee, a Human Resources and Compensation C

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