Hexcel Corp Files Proxy Materials

TL;DR

HEXL proxy update filed, no fee. Shareholders vote soon.

AI Summary

Hexcel Corporation filed a Definitive Additional Materials (DEFA14A) on April 8, 2024. This filing is related to proxy materials and does not involve a fee, as indicated by the "No fee required" checkbox. The filing is for Hexcel Corporation, located at Two Stamford Plaza, Stamford, CT.

Why It Matters

This filing indicates Hexcel Corporation is providing additional materials related to its proxy statement, which shareholders will use to vote on company matters.

Risk Assessment

Risk Level: low — This is a routine administrative filing related to proxy statements and does not contain new financial information or strategic changes.

Key Players & Entities

• HEXCEL CORP /DE/ (company) — Registrant
• Two Stamford Plaza (location) — Business and Mail Address
• 203-969-0666 (phone_number) — Business Phone

FAQ

Filing Documents

• d787526ddefa14a.htm (DEFA14A) — 17KB
• 0001193125-24-089641.txt ( ) — 18KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 HEXCEL CORPORATION (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. Commencing on April 8, 2024, Hexcel Corporation made available to stockholders the following communication in connection with its upcoming Annual Meeting of Stockholders to be held on May 2, 2024. Dear Fellow Stockholders: I am writing to you on behalf of the Board of Directors (the Board) of Hexcel Corporation (Hexcel) to address an advisory report issued by the proxy advisory firm Institutional Shareholder Services (ISS) on March 27, 2024. In its report ISS recommends that stockholders vote against the re-election of Cynthia M. Egnotovich, who serves as chair of our nominating, governance and sustainability committee of the Board (the Committee) due to lack of ethnic/racial diversity on the Board. We respectfully disagree with the ISS recommendation. Our Board is currently 40% gender diverse. Our Board has been racially/ethnically diverse since 2019. However, ISS has recommended stockholders vote against Ms. Egnotovich because we have not made a firm public commitment to appoint a new racially or ethnically diverse director within a year. The ISS recommendation stems from the fact that Dr. Marilyn L. Minus, who joined the Board in 2019 as a leading academic expert in carbon fiber technology, will be leaving the Board to become Hexcels Chief Technology Officer in April 2024. As a Board, we believe it is our responsibility to identify and appoint directors who possess the backgrounds, experiences and skillsets that best serve the needs of Hexcel and our stockholders. While we greatly value diversity on our Board, we believe it is one factor among many that should be considered and balanced when selecting and appointing a new director. We further believe that the Board should be allowed the flexibility to identify and appoint the most highly-qualified candidates to the Board. We do not believe ISSs recommendation serves the best interests of Hexcel and our stockholders. Accordingly, we ask for your support by voting in accordance with the Boards recommendations on all proposals submitted for your consideration at our 2024 Annual Meeting of Stockholders (the 2024 Annual Meeting). Specifically, the Board asks that you vote FOR the re-election of all of our directors in Proposal 1, including Cynthia M. Egnotovich. *** Our Board Has a Strong History of Diversity and a Firm Commitment to Continued Progress. First, as we have previously disclosed, our Board currently has a racially/ethnically diverse director and has continuously since Dr. Minus joined the Board in 2019. As previously announced, Dr. Minus is joining our management team as Senior Vice President, Chief Technology Officer effective April 22, 2024, which will result in the Board temporarily ceasing to have racial or ethnic diversity. We are pleased to have secured a Chief Technology Officer successor that is renowned for her expertise in carbon fiber technology manufacturing and engineering research and, given her experience on the Board, is a proven cultural fit for Hexcel and intimately familiar with our product strategy and technology roadmap. We believe her experience is vital to driving the next steps of advanced composite innovation and a step change in product transformational efficiency that will continue to differentiate Hexcel in the future. Second, diversity is ingrained in Hexcels culture as illustrated by our Board that has reflected gender diversity for more than two decades now. The first female director was appointed in 2002. By 2005, two Board members or 20% of the Board were gender diverse. Today, our Board is 40% gender diverse. We expect our commitment to diversity will continue to be reflected in the composition of our Board. We recruited from diverse slates, which included racially and ethnically diverse candidates, in the selection of the three most recently appointed Hexcel directors and we are committed to continuing this practice for future candidate selection, which we believe will result in the addition of a racially or ethnically diverse director in the near future. Our Most Recently Ap

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View this DEFA14A filing on SEC EDGAR