Columbus McKinnon Corp. DEF 14A Filing

Ticker: CMCO · Form: DEF 14A · Filed: Jun 10, 2024 · CIK: 1005229

Columbus Mckinnon Corp DEF 14A Filing Summary
FieldDetail
CompanyColumbus Mckinnon Corp (CMCO)
Form TypeDEF 14A
Filed DateJun 10, 2024
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

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

Related Tickers: CMCO

TL;DR

CMCO DEF 14A out: exec comp, director info, equity awards detailed for FY24.

AI Summary

Columbus McKinnon Corp. filed its DEF 14A on June 10, 2024, for the fiscal year ending March 31, 2024. The filing details executive compensation, director information, and other corporate governance matters. It includes data on equity awards granted and vested for members like Wilson and Fleming during the fiscal years 2020-2021 and 2021-2022.

Why It Matters

This filing provides crucial details on executive compensation and corporate governance, which can influence investor decisions and the company's strategic direction.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) detailing executive compensation and corporate governance, not indicating immediate operational or financial distress.

Key Players & Entities

  • COLUMBUS MCKINNON CORP (company) — Filer
  • Wilson (person) — Executive/Director mentioned in equity awards
  • Fleming (person) — Executive/Director mentioned in equity awards

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is filed by a company to solicit proxies from shareholders for an upcoming annual or special meeting. It provides detailed information about matters to be voted on, including executive compensation, director elections, and other corporate governance issues.

What fiscal year does this DEF 14A filing primarily cover?

This DEF 14A filing is for the fiscal year ending March 31, 2024, with data points also referencing fiscal years 2020-2021 and 2021-2022 for equity awards.

Who are some individuals mentioned in the context of equity awards?

Individuals named in the context of equity awards include Wilson and Fleming, with details provided for their awards granted and vested during specific fiscal years.

What is the filing date of this DEF 14A?

This DEF 14A filing was made on June 10, 2024.

Where is Columbus McKinnon Corp. headquartered?

Columbus McKinnon Corp.'s business and mailing address is listed as 13320 Ballantyne Corporate Place, Suite D, Charlotte, NC 28277.

Filing Stats: 4,492 words · 18 min read · ~15 pages · Grade level 14.5 · Accepted 2024-06-10 16:05:49

Filing Documents

Forward Looking Statements and Website References

Forward Looking Statements and Website References 4 FY24 Performance Highlights 5 Governance Highlights 12 Principles of Compensation Program 13 Director Nominees 15 Director Qualifications 17 PROPOSAL 1: ELECTION OF DIRECTORS 18 PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2025 29 PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 30 PROPOSAL 4: APPROVE THE COLUMBUS McKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN 31 CORPORATE GOVERNANCE POLICY 46 KEY BOARD RESPONSIBILITIES 46 Board Strategic Oversight Role 46 Board's Role in Risk Oversight 47 Board's Role in ESG Oversight 49 Sustainability Program 50 Environmental Stewardship 51 Social Responsibility 52 Boards Role in Human Capital 53 Talent and Development 54 GEN. CORP. GOV. POLICY 55 BOARD LEADERSHIP STRUCTURE 55 BOARD COMPOSITION AND DIVERSITY 55 BOARD INDEPENDENCE 56 BOARD MEETINGS AND ATTENDANCE 56 BOARD AND COMMITTEE ASSESSMENT 56 DIRECTOR NOMINATIONS 57 CODE OF CONDUCT 57 COMMITTEES OF THE BOARD 57 DIRECTOR STOCK OWNERSHIP GUIDELINES 61 DIRECTOR NONQUALIFIED PLAN 61 OFFICER STOCK OWNERSHIP GUIDELINES 61 DIRECTOR COMPENSATION 62 OUR EXECUTIVE LEADERSHIP OFFICERS 64

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS 66 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 68 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 68 SOLICITATION OF PROXIES 68 SHAREHOLDERS' PROPOSALS 69 CONTACTING THE BOARD OF DIRECTORS 69 PROCEDURES FOR RECOMMENDING DIRECTORS 69 DIRECTOR ORIENTATION AND CONTINUING EDUCATION 70 HUMAN CAPITAL, COMPENSATION AND SUCCESSION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 70 REPORT OF THE AUDIT COMMITTEE 71 COMPENSATION DISCUSSION AND ANALYSIS 72

Executive Compensation Practices

Executive Compensation Practices 73 Overview, Philosophy and Objectives 73 Process for Setting Executive Compensation 74 Compensation Committee Advisors 75 Table of Contents 2024 Peer Group 76 Say on Pay, Response to Shareholder Feedback, and Shareholder Outreach 77 Elements of Our Compensation Program for NEOs 78 Our Target Pay Mix 78 Compensation Decisions 79 The Compensation Committee's Position on Compensation and Excessive Risk 80 Components of Compensation 80 Base Salary 80 Annual Incentive Plan 81 Fiscal Year 2024 Annual Incentive Plan Design 82 Fiscal Year 2024 AIP Metrics Mix 82 Fiscal Year 2024 AIP Results 83 Long Term Incentive Plan 83 PSUs 84 RSUs 85 Stock Options 85 Other Benefits 85 Other Matters 87 COMMITTEE REPORT ON COMPENSATION 89

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 90 Summary Compensation Table 90 Grants of Plan Based Awards 92 Outstanding Equity Awards at Fiscal Year End 93 Options Exercised and Stock Vested 94 Pension Benefits 94 Non-Qualified Deferred Compensation 96 Other Potential Post-Employment Payments 97 CEO Pay Ratio 98 Policies and Practices Related to the Timing of Grants of Certain Equity Awards 99 Pay Versus Performance 100 Compensation Actually Paid Table 100 Relationship Between Financial Performance Measures 102 2016 SECOND AMENDED AND RESTATED LONG TERM INCENTIVE PLAN (LTIP) 105 Table of Contents PURPOSE Together We Create Intelligent Motion Solutions That Move the World Forward and Improve Lives MISSION We provide expert, professional-grade solutions, and products, building the trust of customers by solving their high-value problems VISION To become the global leader in safe and productive intelligent motion solutions VALUES Our values drive everything we do at Columbus McKinnon Connect Safety to Everything You Do Take personal responsibility. Care for our people. Build products everyone can trust. Be Easy to Do Business With Focus on the customer. Listen. Simplify. Deliver On Your Commitments Aim for greatness. Do your best. Hold yourself accountable. Think Differently Be proactive with ideas. Ask questions. Be part of the solution. Win As a Team Embrace diversity. Respect each other. Celebrate success. Act With Integrity Do the right thing. Extend trust. Appreciate differences. 2024 PROXY STATEMENT 1 Table of Contents COMPANY SUMMARY COMPANY SUMMARY This summary does not contain all the information you should consider in voting your shares. Please read the complete proxy statement and our Annual Report to Shareholders for the fiscal year ended March 31, 2024. Business Highlights and Strategy Founded in 1875, Columbus McKinnon is a leading global designer, manufacturer,

Forward-Looking Statements and Website References

Forward-Looking Statements and Website References This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact, including statements regarding our environmental and other sustainability plans and goals. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, including the risk factors that we identify in our U.S. Securities and Exchange Commission filings, and actual results may differ materially from the results discussed in such forward-looking statements. We undertake no duty to update publicly any forward-looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation, or other competent legal authority. In addition, our environmental, social, and governance goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. 4 2024 PROXY STATEMENT Table of Contents COMPANY SUMMARY Fiscal Year 2024 Performance Highlights Columbus McKinnon delivered record sales, gross profit, and operating profit in fiscal 2024 despite the ongoing challenging macroeconomic environment and inflationary pressures. We delivered high-single to low-double-digit sales growth across each area of our business, including automation, pr

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