Graham Corp Files Definitive Proxy Statement

Ticker: GHM · Form: DEF 14A · Filed: Jul 8, 2024 · CIK: 716314

Graham CORP DEF 14A Filing Summary
FieldDetail
CompanyGraham CORP (GHM)
Form TypeDEF 14A
Filed DateJul 8, 2024
Risk Levellow
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, corporate-governance, annual-meeting

TL;DR

Graham Corp's proxy statement is out for Aug 20 meeting - vote your shares!

AI Summary

Graham Corporation filed its definitive proxy statement (DEF 14A) on July 8, 2024, for its annual meeting on August 20, 2024. The filing details executive compensation, director nominations, and other corporate governance matters for the company, which is a global leader in the design and manufacturing of vacuum and atmospheric pressure processing equipment. The company is incorporated in Delaware and headquartered in Batavia, NY.

Why It Matters

This filing provides shareholders with crucial information regarding company leadership, voting matters, and executive compensation, enabling informed participation in corporate governance decisions.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing information to shareholders and does not indicate any immediate financial or operational risks.

Key Numbers

Key Players & Entities

FAQ

What is the purpose of a DEF 14A filing?

A DEF 14A filing, or Definitive Proxy Statement, is used by companies to solicit shareholder votes on important matters such as director elections, executive compensation, and other corporate actions.

When is Graham Corporation's annual meeting scheduled?

Graham Corporation's annual meeting is scheduled for August 20, 2024.

What is Graham Corporation's primary business?

Graham Corporation is a global leader in the design and manufacturing of vacuum and atmospheric pressure processing equipment.

Where is Graham Corporation headquartered?

Graham Corporation is headquartered at 20 Florence Ave, Batavia, NY 14020.

What is the SEC file number for Graham Corporation?

Graham Corporation's SEC file number is 001-08462.

Filing Stats: 4,675 words · 19 min read · ~16 pages · Grade level 14.1 · Accepted 2024-07-08 08:30:28

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION Compensation Discussion and Analysis 20 Risk Considerations in our Compensation Programs 31 Fiscal Year 2024 Summary Compensation Table 32 Fiscal Year 2024 Grants of Plan-Based Awards 33 Employment Agreements 33 Outstanding Equity Awards at March 31, 2024 36 Fiscal Year 2024 Stock Vested 37 Pension Benefits at March 31, 2024 37 Potential Payments upon Termination or Change in Control 39 Estimated Payments Upon Termination or Change in Control 43 Pay Versus Performance 44 DIRECTOR COMPENSATION Director Compensation Programs 47 Fiscal Year 2024 Director Compensation Table 48 PROPOSAL TWO: ADVISORY VOTE ON THE COMPENSATION OF OURNAMED EXECUTIVE OFFICERS Board Recommendation 49 PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board Recommendation 50 Fees Paid to Deloitte & Touche LLP 50 REPORT OF THE AUDIT COMMITTEE 51 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Policies and Procedures for Review, Approval or Ratification of Related Person Transactions 52 Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS 53

SECURITY OWNERSHIP OF MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT 54 DELINQUENT SECTION 16(a) REPORTS 55 2025 ANNUAL MEETING OF STOCKHOLDERS Shareholder Proposals for Inclusion in the Proxy Materials for the 2025 Annual Meeting of Stockholders 55 Shareholder Proposals for Consideration at the 2025 Annual Meeting of Stockholders, but not for Inclusion in the Proxy Materials 55 Stockholder Nominations of Directors 55 OTHERMATTERS 57 APPENDIX A - RECONCILIATION OF NON-GAAP MEASURE A-1 Cautionary Note Regarding Forward-Looking Statements Certain statements in this proxy statement contain 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. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as expects, intends, anticipates, believes, opportunities, will, may, seeks, estimates, strives, continues, encourage, and other similar words. All our ability to achieve our operating priorities are forward-looking statements and should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in our Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize or should any of our underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on our forward-looking statements. These forward-looking statements are not guarantees of future performance and speak only as of the date made, and except as requi

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