TriMas Corporation Announces 2024 Annual Meeting of Shareholders

Ticker: TRS · Form: DEF 14A · Filed: Mar 28, 2024 · CIK: 842633

Trimas Corp DEF 14A Filing Summary
FieldDetail
CompanyTrimas Corp (TRS)
Form TypeDEF 14A
Filed DateMar 28, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$0.01
Sentimentneutral

Sentiment: neutral

Topics: proxy statement, annual meeting, shareholder vote, director election, executive compensation

TL;DR

<b>TriMas Corporation will hold its 2024 Annual Meeting of Shareholders virtually on May 14, 2024, to elect directors, ratify auditors, and approve executive compensation.</b>

AI Summary

TRIMAS CORP (TRS) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. The 2024 Annual Meeting of Shareholders for TriMas Corporation will be held virtually on May 14, 2024, at 8:00 a.m. Eastern Time. Shareholders can attend and vote via live webcast at www.virtualshareholdermeeting.com/TRS2024. Key agenda items include the election of two directors, ratification of Deloitte & Touche LLP as independent auditors for FY2024, and advisory approval of Named Executive Officer compensation. Shareholders can submit questions online before the meeting and vote via internet, telephone, or mail. The company encourages all shareholders to vote, emphasizing the importance of participation regardless of holding size.

Why It Matters

For investors and stakeholders tracking TRIMAS CORP, this filing contains several important signals. The virtual format allows for broader shareholder participation and accessibility. Key governance decisions, including director elections and executive compensation, will be made, impacting the company's strategic direction and leadership.

Risk Assessment

Risk Level: low — TRIMAS CORP shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting and does not contain new financial or operational information that would indicate significant risk.

Analyst Insight

Shareholders should review the director nominees and executive compensation proposals before the May 14, 2024 meeting to cast an informed vote.

Key Numbers

  • May 14, 2024 — Annual Meeting Date (Date of the 2024 Annual Meeting of Shareholders)
  • 8:00 a.m. Eastern Time — Annual Meeting Time (Time of the 2024 Annual Meeting of Shareholders)
  • 2 — Directors to be Elected (Number of directors to be elected to serve until the Annual Meeting of Shareholders in 2027)
  • 2027 — Director Term End (Year until which elected directors will serve)
  • 2024 — Auditor Fiscal Year (Fiscal year ending for which Deloitte & Touche LLP is proposed as auditor)

Key Players & Entities

  • TriMas Corporation (company) — Registrant and filer of the proxy statement
  • Deloitte & Touche LLP (company) — Proposed independent registered public accounting firm
  • Samuel Valenti III (person) — Signed the proxy statement
  • Thomas A. Amato (person) — Signed the proxy statement
  • May 14, 2024 (date) — Date of the Annual Meeting of Shareholders
  • 2024 (date) — Fiscal year for which Deloitte & Touche LLP is proposed as auditor
  • 2023 (date) — Year of the company's Annual Report mentioned

FAQ

When did TRIMAS CORP file this DEF 14A?

TRIMAS CORP filed this Proxy Statement (DEF 14A) with the SEC on March 28, 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 TRIMAS CORP (TRS).

Where can I read the original DEF 14A filing from TRIMAS CORP?

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 TRIMAS CORP.

What are the key takeaways from TRIMAS CORP's DEF 14A?

TRIMAS CORP filed this DEF 14A on March 28, 2024. Key takeaways: The 2024 Annual Meeting of Shareholders for TriMas Corporation will be held virtually on May 14, 2024, at 8:00 a.m. Eastern Time.. Shareholders can attend and vote via live webcast at www.virtualshareholdermeeting.com/TRS2024.. Key agenda items include the election of two directors, ratification of Deloitte & Touche LLP as independent auditors for FY2024, and advisory approval of Named Executive Officer compensation..

Is TRIMAS CORP a risky investment based on this filing?

Based on this DEF 14A, TRIMAS CORP presents a relatively low-risk profile. The filing is a routine proxy statement for an annual shareholder meeting and does not contain new financial or operational information that would indicate significant risk.

What should investors do after reading TRIMAS CORP's DEF 14A?

Shareholders should review the director nominees and executive compensation proposals before the May 14, 2024 meeting to cast an informed vote. The overall sentiment from this filing is neutral.

How does TRIMAS CORP compare to its industry peers?

TriMas Corporation operates in the industrial manufacturing sector, and its annual meeting proxy statement addresses standard corporate governance and shareholder voting procedures.

Are there regulatory concerns for TRIMAS CORP?

The filing adheres to the requirements of the Securities Exchange Act of 1934, specifically Rule 14a-101 concerning proxy statements.

Risk Factors

  • Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
  • Virtual Meeting Logistics [low — operational]: Ensuring a smooth and accessible virtual meeting experience for all shareholders is crucial for effective participation.
  • Shareholder Approval of Compensation [low — financial]: The advisory vote on executive compensation may influence future compensation structures and shareholder sentiment.

Industry Context

TriMas Corporation operates in the industrial manufacturing sector, and its annual meeting proxy statement addresses standard corporate governance and shareholder voting procedures.

Regulatory Implications

The filing adheres to the requirements of the Securities Exchange Act of 1934, specifically Rule 14a-101 concerning proxy statements.

What Investors Should Do

  1. Review the biographies and qualifications of the director nominees.
  2. Understand the rationale behind the proposed executive compensation plan.
  3. Vote on all proposals before the May 14, 2024 deadline.

Key Dates

  • 2024-05-14: 2024 Annual Meeting of Shareholders — Key date for shareholder voting on corporate matters.

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 Annual Meeting, following the typical structure for such disclosures.

Filing Stats: 4,399 words · 18 min read · ~15 pages · Grade level 13.3 · Accepted 2024-03-28 16:15:51

Key Financial Figures

  • $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock") is repre

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 24

EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS 28 COMPENSATION COMMITTEE REPORT 48 TRANSACTIONS WITH RELATED PERSONS 63 ADDITIONAL INFORMATION 64 TABLE OF CONTENTS Corporate Headquarters 38505 Woodward Avenue, Suite 200 Bloomfield Hills, Michigan 48304 PROXY STATEMENT FOR 2024 ANNUAL MEETING OF SHAREHOLDERS This proxy statement contains information regarding the 2024 Annual Meeting of Shareholders (the "Annual Meeting") of TriMas Corporation ("TriMas" or the "Company") to be held at 8:00 a.m. Eastern Time on Tuesday, May 14, 2024, via live webcast at www.virtualshareholdermeeting.com/TRS2024 . The Company's Board of Directors ("Board") has fixed the close of business on March 15, 2024, as the record date ("Record Date") for determining the shareholders that are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. The Board is soliciting proxies for use at such meeting and at any adjournment or postponement of such meeting. The Company has made these materials available to shareholders on the internet, or upon request, has delivered printed copies by mail or electronic copies by email. This proxy statement, along with the notice of Annual Meeting and form of proxy, was first made available to shareholders on or about March 28, 2024. The Company will bear the cost of soliciting proxies. PROXY SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider. You should read the entire proxy statement carefully before voting. 2024 ANNUAL MEETING OF SHAREHOLDERS Date Tuesday, May 14, 2024 Time 8:00 a.m. Eastern Time Via Webcast www.virtualshareholder meeting.com/TRS2024 HOW TO VOTE To vote VIA THE INTERNET prior to the virtual meeting , visit www.proxyvote.com up until 11:59 p.m. Eastern Time, on May 13, 2024. You will need the 16-digit control number on

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Best Practices Use of independent compensation consultant

Executive compensation is assessed annually by a third party

Executive compensation is assessed annually by a third party Program is designed in a manner to discourage excessive risk-taking Significant amount of executive pay is performance-based, conditioned on the achievement of predetermined financial goals related to corporate performance Management stock ownership guidelines align interests with shareholders No employment agreements with executives Nasdaq-compliant clawback policy requires the Compensation Committee to recoup or rescind variable compensation under certain circumstances Annual "Say-on-Pay" vote on named executive officer compensation 2024 Proxy Statement I 3 TABLE OF CONTENTS OUR COMMITMENT TO SUSTAINABILITY TriMas considers sustainability as a fundamental responsibility and a strategic priority that touches every facet of our business. We champion sustainability through robust governance practices and policies, the dedication of our people, effective processes, innovative technology and our TriMas Business Model. Our sustainability efforts are organized around four key pillars: Governance & Ethics, People, Environment and Products. These pillars serve as the framework through which we manage our sustainability priorities and enterprise initiatives. Key goals and metrics are overseen by Company leaders, including our ESG Steering and Action Committees, as well as our Board of Directors' Governance and Nominating Committee. We are committed to fostering a workplace culture that values diversity, inclusion, respect and equal opportunity, and hold our suppliers to the same standard. This environment empowers every employee to reach their full potential, regardless of differences. We value and embrace new ideas and fresh perspectives that enhance our business. We firmly believe that fostering a culture of inclusion, acceptance and continuous improvement unifies our team and strengthens our organization. We are committed to being responsible stewards of the environment and have taken

: Gender Identity

Part I: Gender Identity Male Female Non-Binary Not Disclosed Number of Directors Based on Gender Identity 7 2 - -

: Demographic Background*

Part II: Demographic Background* African American or Black 1 - - - Alaskan Native or Native American - - - - Asian - - - - Hispanic or Latinx - - - - Native Hawaiian or Pacific Islander - - - - White 6 2 - - Two or More Races or Ethnicities - - - - LGBTQ+ - - - - * Based on self-identified diversity characteristics. 8 I 2024 Proxy Statement TABLE OF CONTENTS PROPOSAL 1 — ELECTION OF DIRECTORS Director Biographies Age: 60 Director Since: 2016 Thomas A. Amato Mr. Amato has served as President, Chief Executive Officer and Director of TriMas since July 2016. From October 2009 through December 2015, he served as Chair, Chief Executive Officer and President of Metaldyne, LLC, and from August 2014 through December 2015, as Co-President and Chief Integration Officer of Metaldyne Performance Group. Prior to leading Metaldyne, LLC, he served as Chair, Chief Executive Officer and President of Metaldyne Corporation, and Co-Chief Executive Officer of Asahi Tec Corporation. Mr. Amato brings more than 25 years of broad industrial experience, having served in several leadership positions at global, multi-billion dollar businesses. Mr. Amato has extensive knowledge and expertise in executive leadership, industrial operations, financial transactions, business portfolio development and management, investor relations, acquisitions and divestitures, and international operations. Current Directorships: Ametek, Inc. Former Directorships: Asahi Tec, Wolverine Tube, Continental Structural Plastics, Unifrax Age: 61 Director Since: 2020 Committees: Governance & Nominating Holly M. Boehne Ms. Boehne served as Chief Technology Officer and Senior Vice President of Andersen Corporation from 2009 through her retirement in 2019. During her 15-year career at Andersen, her responsibilities included driving new business models and innovations to transform the company's competitive position, optimizing the global supply chain, creating and deliv

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