Bel Fuse Inc. Announces 2024 Annual Meeting of Shareholders on May 14

TL;DR

<b>Bel Fuse Inc. will hold its 2024 Annual Meeting of Shareholders virtually on May 14, 2024, to elect directors, ratify auditors, and vote on executive compensation.</b>

AI Summary

BEL FUSE INC /NJ (BELFB) filed a Proxy Statement (DEF 14A) with the SEC on April 1, 2024. The 2024 Annual Meeting of Shareholders for Bel Fuse Inc. will be held virtually on Tuesday, May 14, 2024, at 11:00 a.m. Eastern Time. Shareholders will vote on the election of three directors for three-year terms. The meeting agenda includes ratifying Grant Thornton LLP as the auditor for 2024. Shareholders will also vote on an advisory basis regarding executive compensation. The Notice of Internet Availability of Proxy Materials is being mailed to shareholders on or about April 1, 2024.

Why It Matters

For investors and stakeholders tracking BEL FUSE INC /NJ, this filing contains several important signals. This virtual meeting format allows shareholders to participate and vote remotely, ensuring accessibility. The election of directors and ratification of auditors are standard corporate governance procedures crucial for company oversight and financial integrity.

Risk Assessment

Risk Level: low — BEL FUSE INC /NJ shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Shareholders should review the proxy materials to make informed voting decisions on director elections, auditor ratification, and executive compensation.

Key Numbers

• 3 — Directors to be elected (For three-year terms)
• 2024 — Audit year (For Grant Thornton LLP's audit)

Key Players & Entities

• BEL FUSE INC (company) — Registrant
• Grant Thornton LLP (company) — Proposed auditor
• May 14, 2024 (date) — Date of Annual Meeting
• April 1, 2024 (date) — Mailing date of proxy materials

FAQ

Risk Factors

• Compliance with SEC Filing Requirements [low — regulatory]: Failure to comply with SEC regulations regarding proxy statements and annual meetings could result in penalties or legal action.

Industry Context

Bel Fuse Inc. operates in the electronic components industry, specifically focusing on fuses, relays, and magnetic products.

Regulatory Implications

The filing adheres to regulations under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Understand the advisory vote on executive compensation and its implications.
3. Follow instructions for remote participation and voting in the virtual annual meeting.

Key Dates

• 2024-05-14: Annual Meeting of Shareholders — Election of directors, auditor ratification, executive compensation vote.
• 2024-04-01: First mailing of E-Proxy Notice — Shareholders receive notice and instructions for accessing proxy materials and voting.

Year-Over-Year Comparison

This is the initial filing for the 2024 proxy statement, providing details for the upcoming annual meeting.

Key Financial Figures

• $0.10 — ANY ' S CLASS B COMMON STOCK, PAR VALUE $0.10 PER SHARE, FOR INFORMATIONAL PURPOSES.

Filing Documents

• belfb20240327_def14a.htm (DEF 14A) — 589KB
• adjnetrev.jpg (GRAPHIC) — 78KB
• belfb20230407_def14aimg001.jpg (GRAPHIC) — 6KB
• boarddiversity1.jpg (GRAPHIC) — 39KB
• cap1.jpg (GRAPHIC) — 56KB
• cap2.jpg (GRAPHIC) — 55KB
• committee.jpg (GRAPHIC) — 84KB
• skillmatrix.jpg (GRAPHIC) — 70KB
• 0001437749-24-010244.txt (&nbsp;) — 1125KB

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 8 Proposal 1: Election of Directors 10 Our Nominees and Continuing Directors 10 Board Qualifications 15 Board Skills Matrix 15 Skills Definitions 15 Board Diversity 16 The Board of Directors; Committees of the Board 17 Board Leadership Structure and Role in Risk Oversight 18 Corporate Governance 19 Governance Highlights 19 Key Governance Materials 20 Hedging and Pledging Policy 20

Executive Compensation Clawback Policy

Executive Compensation Clawback Policy 20 Nominating and ESG Committee Matters 20 Audit Committee Matters 22 Transactions with Related Parties 23 Compensation Committee Matters 23 ESG Oversight 23 Cybersecurity & Data Privacy 24 Shareholder Communications 24 Executive Officers 25 Beneficial Ownership of the Company's Stock 27

Executive Compensation

Executive Compensation 29 Summary of Cash and Certain Other Compensation 29 Summary Compensation Table 29 Restricted Stock Awards 30 Outstanding Equity Awards at December 31, 2023 30 2023 Compensation Elements 31 Pay versus Performance 37 Compensation Actually Paid and Total Shareholder Return 39 Compensation Actually Paid and Net Income 39 Compliance with Section 162(m) of the Internal Revenue Code 40 Equity Compensation Plan Information 40 Board of Directors 40 Director Compensation 40 Proposal 2: Ratification of the Designation of Grant Thornton LLP to Audit Bel's Books and Accounts for 2024 42 Proposal 3: Advisory Vote on the Compensation of our Named Executive Officers 42 Miscellaneous Items 43 Relationship with Independent Public Accountants 43 Audit Fees and Related Matters 43 Other Matters 43 2025 Annual Meeting; Shareholder Proposals and Nominations 43 Householding of Annual Meeting Materials 44 Annual Report 44 3 BEL FUSE INC. PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 14, 2024 This proxy statement is being furnished to the holders of the Class A Common Stock, par value $0.10 per share (the "Class A Common Stock"), of Bel Fuse Inc. ("Bel" or the "Company"), a New Jersey corporation with its principal executive offices at 300 Executive Drive, Suite 300, West Orange, New Jersey 07052, in connection with the solicitation by the Board of Directors of Bel of proxies to be used at Bel's 2024 Annual Meeting of Shareholders (the "Annual Meeting"), including at any adjournments thereof. The Annual Meeting will be held on Tuesday, May 14, 2024 at 11:00 a.m. Eastern Time. The Board of Directors has opted, as with the 2023 Annual Meeting of Shareholders, to conduct a virtual-only Annual Meeting which will be held online by remote communication. The Board first adopted a virtual format in 2020, and, based on the success of the virtual format used for each Annual Meeting held since 2020, th

View Full Filing

View this DEF 14A filing on SEC EDGAR