ESCO Technologies Files Definitive Proxy Statement

Ticker: ESE · Form: DEF 14A · Filed: Dec 16, 2024 · CIK: 866706

Sentiment: neutral

Topics: proxy-statement, governance, sec-filing

TL;DR

ESCO files proxy statement for 2025 shareholder meeting - vote your shares!

AI Summary

ESCO TECHNOLOGIES INC. filed its definitive proxy statement on December 16, 2024, for its annual meeting of shareholders. The filing covers the period ending February 4, 2025, and details information related to the company's governance and shareholder voting matters. The company is headquartered in St. Louis, MO, and its fiscal year ends on September 30.

Why It Matters

This filing provides shareholders with crucial information needed to vote on company matters, influencing corporate governance and strategic direction.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) that provides information to shareholders and does not inherently introduce new financial risks.

Key Players & Entities

FAQ

What is the purpose of a DEF 14A filing?

A DEF 14A filing, also known as a definitive proxy statement, is used by companies to solicit proxies from shareholders for an upcoming shareholder meeting. It contains detailed information about the matters to be voted on, such as director elections, executive compensation, and other corporate proposals.

When is the period of report for this filing?

The period of report for this filing is February 4, 2025.

Where is ESCO TECHNOLOGIES INC. headquartered?

ESCO TECHNOLOGIES INC. is headquartered in St. Louis, MO.

What is the company's fiscal year end?

The company's fiscal year ends on September 30.

What is the filing date of this document?

This document was filed on December 16, 2024.

Filing Stats: 4,481 words · 18 min read · ~15 pages · Grade level 14.5 · Accepted 2024-12-16 13:02:33

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 4 Voting 6 How to Vote 6 Required Vote 6 Proposal 1: Election of Directors 8 Nominees for Terms Ending in 2028 9 Directors Continuing in Office 11 Board of Directors 14 Diversity and Tenure 15 Committees 15 Corporate Governance Information 18 Director Compensation 20 Proposal 2: Advisory Vote to Approve Executive Compensation 23 Summary of Executive Compensation Program 23 Compensation Committee Report 24 Compensation Discussion and Analysis 24 2024 Summary Compensation Table 36 2024 Grants of Plan-Based Awards 37 Outstanding Equity Awards at Fiscal 2024 Year-End 38 2024 Option Exercises and Stock Vested 39 Pension Benefits 39 Employment Agreements 39 Potential Payments Upon Termination or Change in Control 40 Pay Ratio Disclosure 43 Pay Versus Performance 44 Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm 48 Pre-Approval of Audit and Permitted Non-Audit Services 48 Auditor Fees and Services 48 Audit Committee Report 49 Other Information 50 Securities Ownership of Directors and Executive Officers 50 Securities Ownership of Certain Beneficial Owners 50 Shareholder Proposals 51

Forward-Looking Statements

Forward-Looking Statements 52 Appendix A 53 Participants in the 2022 Mercer Benchmark Database/Total Remuneration Survey: Executive 53 NOTICE OF 2025 ANNUAL MEETING & PROXY STATEMENT ESCO TECHNOLOGIES INC. Proxy Statement Summary This Proxy Statement relates to the 2025 Annual Meeting of the shareholders of ESCO Technologies Inc., sometimes referred to herein as the Company, we, our or us. Our stock is listed on the New York Stock Exchange (NYSE), where our ticker symbol is "ESE". This Proxy Statement is provided pursuant to the rules of the Securities and Exchange Commission (SEC) in connection with our Management's solicitation of votes for the Meeting. This Summary highlights certain information relating to the Meeting and the items to be voted on at the Meeting. For additional information, including important business, compensation and corporate governance matters, please refer to the following sections of this Proxy Statement and to our 2024 Annual Report on Form 10-K. Unless otherwise noted, all references to 2024 in this Proxy Statement refer to our fiscal year ended September 30, 2024. MEETING INFORMATION Date and Time Location Record Date Voting Tuesday, February 4, 2025 at 8:00 a.m. Eastern Standard Time Innisbrook Resort, 36750 U.S. Highway North, Palm Harbor, Florida 34684 Close of business on November 27, 2024 Shareholders of record as of the record date are entitled to vote. Each share of common stock is entitled to one vote on each of the director nominees and one vote on all other matters to be considered at the Meeting. How to Vote Via the Internet By Telephone By Mail At the Meeting Go to www.investorvote.com/ESE 1-800-652-VOTE (8563) in the U.S. or Canada Follow the instructions on your proxy card Attend in person and vote by ballot PROPOSALS AND BOARD RECOMMENDATIONS Proposal See Page Required Vote (See "Voting" on page 6 ) Board's Voting Recommendation 1. Election of Directors 8 To be elected

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