Benchmark Electronics Inc. DEF 14A Filing

Ticker: BHE · Form: DEF 14A · Filed: Apr 12, 2024 · CIK: 863436

Benchmark Electronics Inc DEF 14A Filing Summary
FieldDetail
CompanyBenchmark Electronics Inc (BHE)
Form TypeDEF 14A
Filed DateApr 12, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$0.10
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Executive Compensation, Equity Awards, Benchmark Electronics, Proxy Statement

TL;DR

<b>Benchmark Electronics Inc. files DEF 14A detailing executive compensation and equity award valuations.</b>

AI Summary

BENCHMARK ELECTRONICS INC (BHE) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. Filing is a Definitive Proxy Statement (DEF 14A) for Benchmark Electronics Inc. The filing pertains to the fiscal year ending December 31, 2023. Key executive compensation data is presented for PEO and Non-PEO members. Includes details on fair values of equity awards at vest date and year-over-year differences. Mentions dividends or dividend equivalents not otherwise included in total compensation.

Why It Matters

For investors and stakeholders tracking BENCHMARK ELECTRONICS INC, this filing contains several important signals. Provides transparency into executive compensation structures and the valuation of equity awards, which can influence investor perception of management alignment with shareholder interests. Details on year-over-year changes in award values and dividend equivalents offer insights into potential shifts in compensation strategy and the financial impact on executives.

Risk Assessment

Risk Level: low — BENCHMARK ELECTRONICS INC shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and equity awards without immediate financial performance indicators.

Analyst Insight

Review the executive compensation tables and equity award valuations to understand potential incentives and their impact on future company performance.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Fiscal year end date)
  • 2024-04-12 — Filing Date (Date the filing was made)

Key Players & Entities

  • BENCHMARK ELECTRONICS INC (company) — Filer name
  • Jeffrey W. Benck (person) — Member of compensation committee

FAQ

When did BENCHMARK ELECTRONICS INC file this DEF 14A?

BENCHMARK ELECTRONICS INC filed this Proxy Statement (DEF 14A) with the SEC on April 12, 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 BENCHMARK ELECTRONICS INC (BHE).

Where can I read the original DEF 14A filing from BENCHMARK ELECTRONICS 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 BENCHMARK ELECTRONICS INC.

What are the key takeaways from BENCHMARK ELECTRONICS INC's DEF 14A?

BENCHMARK ELECTRONICS INC filed this DEF 14A on April 12, 2024. Key takeaways: Filing is a Definitive Proxy Statement (DEF 14A) for Benchmark Electronics Inc.. The filing pertains to the fiscal year ending December 31, 2023.. Key executive compensation data is presented for PEO and Non-PEO members..

Is BENCHMARK ELECTRONICS INC a risky investment based on this filing?

Based on this DEF 14A, BENCHMARK ELECTRONICS INC presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and equity awards without immediate financial performance indicators.

What should investors do after reading BENCHMARK ELECTRONICS INC's DEF 14A?

Review the executive compensation tables and equity award valuations to understand potential incentives and their impact on future company performance. The overall sentiment from this filing is neutral.

How does BENCHMARK ELECTRONICS INC compare to its industry peers?

Benchmark Electronics operates in the electronics manufacturing services (EMS) industry, providing design, engineering, and manufacturing services.

Are there regulatory concerns for BENCHMARK ELECTRONICS INC?

This filing is a DEF 14A, a standard SEC filing required for public companies to solicit proxies from shareholders for annual meetings.

Industry Context

Benchmark Electronics operates in the electronics manufacturing services (EMS) industry, providing design, engineering, and manufacturing services.

Regulatory Implications

This filing is a DEF 14A, a standard SEC filing required for public companies to solicit proxies from shareholders for annual meetings.

What Investors Should Do

  1. Analyze the compensation details for key executives, particularly Jeffrey W. Benck.
  2. Examine the fair value calculations and year-over-year changes for equity awards.
  3. Review any disclosed dividend or dividend equivalent information related to executive compensation.

Year-Over-Year Comparison

This is a DEF 14A filing, which typically provides updated information on executive compensation and corporate governance compared to previous filings.

Filing Stats: 4,496 words · 18 min read · ~15 pages · Grade level 14.3 · Accepted 2024-04-11 17:37:45

Key Financial Figures

  • $0.10 — were 36,042,573 shares of common stock, $0.10 par value per share (" Common Shares ")

Filing Documents

From the Filing

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under 240.14a-12 BENCHMARK ELECTRONICS, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 2024 Benchmark Proxy Statement Benchmark. BENCHMARK ELECTRONICS, INC. 56 South Rockford Drive Tempe, Arizona 85288 NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, MAY 22, 2024 Date: Wednesday, May 22, 2024 Time: 8:00 a.m. local time Location: Benchmark Electronics, Inc. 56 South Rockford Drive Tempe, Arizona 85288 AGENDA: 1. to elect nine directors to serve on the Company's Board of Directors until the 2025 annual meeting of shareholders and until their successors are duly elected and qualified; 2. to approve the advisory resolution approving the compensation of the Company's named executive officers; 3. to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024; and 4. to transact such other business as may properly come before the meeting or any adjournment thereof. RECORD DATE Shareholders of record of Benchmark Electronics, Inc. (the "Company" ) at the close of business on April 5, 2024 are entitled to notice of and to vote at the meeting and any adjournment thereof. You are cordially invited to attend the meeting. By order of the Board of Directors, /s/ Stephen J. Beaver Stephen J. Beaver Secretary Tempe, Arizona April 11, 2024 YOUR VOTE IS IMPORTANT Regardless of whether you plan to attend the meeting, please act promptly to vote your shares. You may vote in person or by using a proxy as follows: By internet: By Telephone: By Mail: Go to www.investorelections.com/BHE. Please have the Notice of Internet Availability of Proxy Materials (the " Notice ") we sent to you in hand because it has your personal control number(s) needed for your vote. Call 1-866-648-8133 on a touch-tone phone. Please have the Notice we sent to you in hand because it has your personal control number(s) needed for your vote. Please request written materials as provided in the Notice; then complete, sign and date the proxy card and return it to the address indicated thereon. Your proxy is revocable at any time before it is voted at the meeting. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2024: THE PROXY MATERIALS FOR THE ANNUAL MEETING, INCLUDING THIS PROXY STATEMENT AND THE COMPANY'S 2023 ANNUAL REPORT TO SHAREHOLDERS, ARE AVAILABLE AT WWW.BENCH.COM UNDER "INVESTORS" OR AS PROVIDED IN THE NOTICE. TABLE OF CONTENTS INTRODUCTION 1 PROPOSAL 1 — ELECTION OF DIRECTORS 4 Nominees for Election 4 Board Diversity and Skills 5 Election Procedures 11 Executive Officers 11 Sustainability 14 Operation of Board of Directors, Committees, Attendance, Director Independence 19 Certain Transactions 21 Human Capital and Compensation Committee Interlocks and Insider Participation 21 COMPENSATION DISCUSSION AND ANALYSIS 22 Philosophy and Objectives 24 Role of Human Capital and Compensation Committee 24 Role of Management 25 Role of Independent Compensation Consultant 25 Competitive Market Review 25 Timing of Compensation Decisions 26 2023 Compensation 26 Base Salary Compensation 26 Annual Incentives Compensation 26 Long-Term Equity-Based Incentive Program 28 Other Compensation Practices, Polices and Guidelines 29 Share Ownership Guidelines 29 Hedging, Short Sales and Pledging Policies 29 Deferred Compensation Benefits 30 Retirement Benefits 30 Perquisites and Personal Benefits 30 Clawback Policy 30 Analysis of Compensation Risk 30 Certain Tax Considerations 31 HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT 32 COMPENSATION TABLES AND NARRATIVES 33 PROPOSAL 2 — ADVISORY VOTE ON COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 45 COMMON SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 46 PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 48 AUDIT COMMITTEE REPORT 49 EXPENSES OF SOLICITATION 51 DATE OF SUBMISSIO

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