Belden Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: BDC · Form: DEF 14A · Filed: Apr 9, 2024 · CIK: 913142

Belden Inc. DEF 14A Filing Summary
FieldDetail
CompanyBelden Inc. (BDC)
Form TypeDEF 14A
Filed DateApr 9, 2024
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Belden Inc., Executive Compensation, Corporate Governance

TL;DR

<b>Belden Inc. has filed its Definitive Proxy Statement (DEF 14A) for the period ending May 23, 2024.</b>

AI Summary

BELDEN INC. (BDC) filed a Proxy Statement (DEF 14A) with the SEC on April 9, 2024. Belden Inc. filed a Definitive Proxy Statement (DEF 14A) on April 9, 2024. The filing covers the period ending May 23, 2024. The company's principal executive offices are located at 1 North Brentwood Blvd, St. Louis, MO. Belden Inc. was formerly known as Belden CDT Inc. and Cable Design Technologies Corp. The filing includes executive compensation details for members such as bdc:ChandMember and bdc:VestjensMember.

Why It Matters

For investors and stakeholders tracking BELDEN INC., this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation, board nominations, and other corporate governance matters before the annual meeting. Shareholders can review details on equity awards, pension adjustments, and stock options granted to key executives, providing insight into management's incentives and the company's financial health.

Risk Assessment

Risk Level: low — BELDEN INC. shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the executive compensation details and board proposals to make informed voting decisions.

Executive Compensation

NameTitleTotal Compensation
bdc:ChandMemberMember
bdc:VestjensMemberMember

Key Numbers

  • 2024-05-23 — Period of Report End Date (Conformed Period of Report)
  • 2024-04-09 — As of Date (Filed As of Date)
  • 2004-07-16 — Date of Name Change (Former Company Name Change Date)
  • 1993-10-06 — Date of Name Change (Former Company Name Change Date)

Key Players & Entities

  • BELDEN INC. (company) — Filer name
  • 0000913142-24-000010 (filing_id) — Accession Number
  • 2024-04-09 (date) — Filing Date
  • 1 NORTH BRENTWOOD BLVD (address) — Business Address
  • ST. LOUIS (location) — Business Address City
  • 314-854-8000 (phone) — Business Phone
  • BELDEN CDT INC. (company) — Former Company Name
  • CABLE DESIGN TECHNOLOGIES CORP (company) — Former Company Name

FAQ

When did BELDEN INC. file this DEF 14A?

BELDEN INC. filed this Proxy Statement (DEF 14A) with the SEC on April 9, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by BELDEN INC. (BDC).

Where can I read the original DEF 14A filing from BELDEN INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by BELDEN INC..

What are the key takeaways from BELDEN INC.'s DEF 14A?

BELDEN INC. filed this DEF 14A on April 9, 2024. Key takeaways: Belden Inc. filed a Definitive Proxy Statement (DEF 14A) on April 9, 2024.. The filing covers the period ending May 23, 2024.. The company's principal executive offices are located at 1 North Brentwood Blvd, St. Louis, MO..

Is BELDEN INC. a risky investment based on this filing?

Based on this DEF 14A, BELDEN INC. presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate risk.

What should investors do after reading BELDEN INC.'s DEF 14A?

Shareholders should review the executive compensation details and board proposals to make informed voting decisions. The overall sentiment from this filing is neutral.

Key Dates

  • 2024-04-09: Filing Date — Definitive Proxy Statement (DEF 14A) filed.
  • 2024-05-23: Period of Report End Date — The proxy statement covers matters up to this date.

Filing Stats: 4,447 words · 18 min read · ~15 pages · Grade level 11.7 · Accepted 2024-04-09 16:25:51

Filing Documents

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS The Company's 2023 Annual Report to Stockholders, which includes the Company's Annual Report on Form 10-K, is available on the same website as this Proxy Statement. If you were mailed this Proxy Statement, the Annual Report was included in the package. The Form 10-K includes the Company's audited financial statements and notes for the year ended December 31, 2023, and the related Management's Discussion and Analysis of Financial Condition and Results of Operations. By Authorization of the Board of Directors, Brian E. Anderson Senior Vice President – Legal, General Counsel and Corporate Secretary Saint Louis, Missouri April 9, 2024 DATE: Thursday, May 23, 2024 TIME: 12:30 p.m. CDT PLACE: Four Seasons Hotel Saint Louis Laclede Room, 6 th Floor 999 North 2 nd Street Saint Louis, Missouri 63102 VOTING Please vote as soon as possible to record your vote promptly, even if you plan to attend the annual meeting. You have three options for submitting your vote before the annual meeting: Phone (if you request a full delivery of the proxy materials) Internet Mail (if you request a full delivery of the proxy materials) Table of Contents PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS OF BELDEN INC. To be held on Thursday, May 23, 2024 TABLE OF CONTENTS GENERAL INFORMATION 1 INTERNET AVAILABILITY OF PROXY MATERIALS 1 CONTACT INFORMATION FOR QUESTIONS 1 CORPORATE GOVERNANCE 2 Biographies of Directors Seeking Reappointment 4 ESG at Belden 9 Audit Committee 10 Compensation Committee 10 Finance Committee 10 Nominating and Corporate Governance Committee 10 Cybersecurity Sub c ommittee 11 Corporate Governance Documents 11 Related Party Transactions and Compensation Committee Interlocks 11 Communications with Directors 11 Board Leadership Structure and Role in Risk Oversight 12 Non-Employee Director Stock Ownership Policy 12 DIRECTOR COMPENSATION 13 ITEM I – ELECTION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 17 Compensation Discussion and Analysis 17 A Note from the Belden Compensation Committee 17 I. Introduction 18 II. Executive Summary 18 III. 20 2 3 Say-on-Pay Review 18 IV. Compensation Objectives and Elements 19 A. Objectives 19 B. Elements 20 C. Pay for Performance Philosophy 20 D. Compensation Design 21 V. 2023 Compensation Analysis 21 A. Base Salary Adjustments 21 B. Annual Cash Incentive Plan Awards 22 C. Long-Term Incentive Awards 25 VI. Compensation Policies and Other Considerations 28 Report of the Compensation Committee 30 Compensation and Risk 30 Pay versus Performance 30 Pay Ratio Disclosure 35 Pay for Performance 35 Compensation Tables 35 Summary Compensation Table 36 Grants of Plan-Based Awards 38 Outstanding Equity Awards at Fiscal Year-End 39 Option Exercises and Stock Vested 41 Pension Benefits 43 Nonqualified Deferred Compensation 43 Employment, Severance and Change-In-Control Arrangements 43 Potential Payments Upon Termination or Change-In-Control 44 ITEM III – ADVISORY VOTE ON EXECUTIVE COMPENSATION 47 48 EQUITY COMPENSATION PLAN INFORMATION ON DECEMBER 31, 202 3 48 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 48 STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 48 Beneficial Ownership Table of Directors, Nominees and Executive Officers 49 Beneficial Ownership Table of Stockholders Owning More Than Five Percent 50 OTHER MATTERS 51 FREQUENTLY ASKED QUESTIONS 51 STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING 54 APPENDIX I – ANNUAL CASH INCENTIVE PLAN PERFORMANCE FACTORS I- 1 2024 Proxy Statement Page i Table of Contents GENERAL INFORMATION INTERNET AVAILABILITY OF PROXY MATERIALS Under rules of the United States Securities and Exchange Commission (SEC), we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing p

Executive Compensation Questions Belden Investor Relations, 317-219-9359

Executive Compensation Questions Belden Investor Relations, 317-219-9359 Stock ownership (Stockholders of Record) Equiniti Trust Company http://www.equiniti.com 800-468-9716 Stock ownership (Beneficial Owners) Contact your broker, bank or other nominee Voting Belden Corporate Secretary, 314-854-8035 2024 Proxy Statement Page 1 Table of Contents CORPORATE GOVERNANCE The Belden Board has ten members and four standing committees: Audit; Compensation; Finance; and Nominating and Corporate Governance. The Board also maintains a Cybersecurity subcommittee that reports to the Audit Committee. The Board had six meetings during 2023. All directors attended 75% or more of the Board meetings and the Board committee meetings, taken together, on which they served. The maximum number of directors authorized under the Company's bylaws is currently eleven. Mr. Berglund will not stand for reappointment to the Board and will retire from the Board in May 2024. The Board and the Company thank Mr. Berglund for his leadership and distinguished service to Belden over the last eleven years. Name of Director Audit Compensation Cybersecurity Finance Nominating and Corporate Governance David J. Aldrich (1) Member Lance C. Balk Chair Member Steven W. Berglund Member Member Diane D. Brink Chair Chair Judy L. Brown Member Chair Nancy Calderon Chair Ashish Chand Jonathan C. Klein Member Member Member YY Lee Member Gregory McCray Member Member Meetings held in 2023 11 5 5 4 6 (1) Chairman of the Board At its regular meeting in February 2024, the Board determined that each of the non-employee directors seeking reappointment that was then on the board meets the independence requirements of the NYSE listing standards. As part of this process, the Board determined that each such member had no material relationship with the Company. Page 2 2024 Proxy Statement Table of Contents BOARD MEMBER DEMOGRAPHICS – DIRECTORS SEEKING REAPPOINTMENT Belden Inc. Board Diver

: Gender Identity

Part I: Gender Identity Directors 4 5

: Demographic Background

Part II: Demographic Background African American or Black 0 1 Asian 1 0 White 3 4 LGBTQ 1 AVERAGE AGE 61 Years BOARD MEMBER TENURE 0-5 YEARS AVERAGE TENURE 9 Years 6-10 YEARS 11-19 YEARS 20+ YEARS BOARD MEMBER SKILLS 2024 Proxy Statement Page 3 Table of Contents BIOGRAPHIES OF DIRECTORS SEEKING REAPPOINTMENT DAVID J. ALDRICH, 67 LANCE C. BALK, 66 Director Since: 2007, Chairman Board Committees: Compensation The Board recruited Mr. Aldrich based on his experience in high technology signal transmission applications and for his experience as a Chief Executive Officer of a public company. From April 2000 to May 2014, he served as President, Chief Executive Officer, and Director of Skyworks Solutions, Inc. ("Skyworks"). In May 2014, Mr. Aldrich was named Chairman of the Board and Chief Executive Officer of Skyworks. From May 2016 to May 2018, Mr. Aldrich served as Executive Chairman of Skyworks. From May 2018 until his retirement in May 2021, Mr. Aldrich served as Chairman of the Skyworks board of directors. Skyworks is an innovator of high performance analog and mixed signal semiconductors enabling mobile connectivity. Mr. Aldrich also serves on the Board of Directors (as Chairman), Audit Committee and Compensation Committee of indie Semiconductor, the Board of Directors, Audit Committee, and Nominating and Corporate Governance Committee of Allegro Microsystems, and the Board of Directors, Compensation Committee, and Nominating Committee of Mobix Labs. Mr. Aldrich has been granted a temporary exception from the board limit contained in the Company's Governance Principles. He intents to reduce his memberships to three within the next year. Mr. Aldrich received a B.A. degree in political science from Providence College and an M.B.A. degree from the University of Rhode Island. Director Since: 2000 Board Committees: Compensation (Chair), Finance The Board originally recruited Mr. Balk based on his expertise in advising multinational

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