WATSCO INC Files DEF 14A with Executive Compensation Details

TL;DR

<b>Watsco Inc. files its DEF 14A proxy statement detailing executive compensation and equity award information.</b>

AI Summary

WATSCO INC (WSO-B) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. Filing is a Definitive Proxy Statement (DEF 14A) for Watsco Inc. The report covers the period ending June 3, 2024, filed on April 26, 2024. Company's fiscal year ends on December 31st. Includes detailed information on equity awards for PEO and Non-PEO/NEO members. Data points include fair value of awards, dividends paid, and year-over-year changes.

Why It Matters

For investors and stakeholders tracking WATSCO INC, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, allowing them to make informed voting decisions on related proposals. The detailed breakdown of equity awards and their valuations is important for understanding how management is incentivized and aligned with shareholder interests.

Risk Assessment

Risk Level: low — WATSCO INC shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant operational updates, indicating a low level of immediate market impact.

Analyst Insight

Shareholders should review the executive compensation details and equity award valuations to understand management incentives and vote accordingly on proxy proposals.

Key Numbers

• 2023-01-01 to 2023-12-31 — Reporting Period for Equity Awards (Specific fiscal year for which equity award data is presented.)
• 2020-01-01 to 2020-12-31 — Prior Year Equity Award Data (Historical data for equity awards in the year 2020.)
• 2021-01-01 to 2021-12-31 — Prior Year Equity Award Data (Historical data for equity awards in the year 2021.)
• 2022-01-01 to 2022-12-31 — Prior Year Equity Award Data (Historical data for equity awards in the year 2022.)

Key Players & Entities

• WATSCO INC (company) — Filer
• DEF 14A (document) — Filing Type
• 2024-04-26 (date) — Filing Date
• 2024-06-03 (date) — Period of Report
• FL (location) — State of Incorporation
• 305-714-4100 (phone) — Business Phone

FAQ

Key Dates

• 2024-04-26: Filing Date — Definitive Proxy Statement (DEF 14A) filed.
• 2024-06-03: Period of Report End Date — Defines the reporting period for the proxy statement.
• 2023-12-31: Fiscal Year End — Indicates the end of the company's fiscal year.

Glossary

DEF 14A

Definitive Proxy Statement filed with the SEC. (Provides detailed information to shareholders about company matters, including executive compensation, for an upcoming shareholder meeting.)

PEO Member

Principal Executive Officer member. (Refers to the top executive officers of the company, whose compensation is detailed in the filing.)

NEO Member

Named Executive Officer member. (Refers to specific executive officers named in the compensation disclosure, whose compensation is detailed.)

Equity Awards

Grants of stock options, restricted stock, or other equity-based compensation. (Key component of executive compensation, used to incentivize performance and align executives with shareholder interests.)

Key Financial Figures

• $22 million — s grown from a market capitalization of $22 million in 1989 to $7.3 billion at the end of 2
• $7.3 billion — apitalization of $22 million in 1989 to $7.3 billion at the end of 2023, generating a compou

Filing Documents

• d60305ddef14a.htm (DEF 14A) — 647KB
• g60305g01g02.jpg (GRAPHIC) — 25KB
• g60305g01g10.jpg (GRAPHIC) — 84KB
• g60305g25g25.jpg (GRAPHIC) — 87KB
• g60305g40g40.jpg (GRAPHIC) — 92KB
• g60305g41g41.jpg (GRAPHIC) — 117KB
• g60305g42g42.jpg (GRAPHIC) — 104KB
• g60305g92b01.jpg (GRAPHIC) — 8KB
• 0001193125-24-118178.txt (&nbsp;) — 2600KB
• wso-20231231.xsd (EX-101.SCH) — 8KB
• wso-20231231_def.xml (EX-101.DEF) — 8KB
• wso-20231231_lab.xml (EX-101.LAB) — 14KB
• wso-20231231_pre.xml (EX-101.PRE) — 9KB
• d60305ddef14a_htm.xml (XML) — 194KB

From the Filing

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 Watsco, Inc. (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. Watsco, Inc. 2665 South Bayshore Drive, Suite 901 Miami, Florida 33133 NOTICE OF THE 2024 ANNUAL MEETING OF SHAREHOLDERS Date: Monday, June 3, 2024 Time: 10:00 a.m., Eastern Daylight Time Place: Watsco, Inc. Corporate Office 2665 S. Bayshore Drive, Suite 901 Miami, Florida 33133 Purpose: 1.For our holders of Common stock to elect one director and for our holders of Class B common stock to elect two directors. 2.To consider and vote on the advisory resolution regarding the compensation of our named executive officers. 3.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2024 fiscal year. 4.To consider any other business that is properly presented at the meeting or any adjournments thereof. Who May Vote: You may vote if you were a record owner of our Common stock (NYSE: WSO) or our Class B common stock (NYSE: WSOB) at the close of business on April 5, 2024. Proxy Voting: Whether or not you expect to be present at the meeting, please sign and date the enclosed proxy card and return it in the enclosed pre-addressed envelope as promptly as possible. No postage is required if mailed in the United States. By order of the Board of Directors, BARRY S. LOGAN Executive Vice President and Secretary April 26, 2024 This is an important meeting, and all shareholders of record as of April 5, 2024 are invited to attend the meeting and vote in person. We respectfully urge those shareholders who are unable to attend the meeting in person to execute and return the enclosed proxy card as promptly as possible in the enclosed return envelope. No postage is required if mailed in the United States. Any shareholder who executes a proxy card may nevertheless attend the meeting, revoke his or her proxy and vote his or her shares in person. NOTICE: Brokers are not permitted to vote on any of the proposals contained in this Proxy Statement (other than proposal no. 3) without instructions from the beneficial owner of shares entitled to vote at the meeting. Therefore, if you hold your shares through a broker, bank or other nominee and you do not vote your shares in one of the ways described in this Proxy Statement, then your shares will not be voted in respect of any proposal contained in this Proxy Statement (other than, in the discretion of your nominee, proposal no. 3). TABLE OF CONTENTS Page Information About our Annual Meeting 1 Directors & Executive Officers 6 Corporate Governance 10 Stock Ownership 22 Section 16(a) Beneficial Ownership Reporting Compliance 25 Securities Authorized for Issuance under Equity Compensation Plans 26 Compensation Discussion and Analysis 27 Compensation Committee Report 37 Compensation Tables 38 Pay Ratio 41 Pay Versus Performance 42 Proposal No. 1 – Election of Directors * 47 Proposal No. 2 – Advisory Resolution Regarding the Compensation of our Named Executive Officers * 48 Proposal No. 3 – Ratification of Independent Registered Public Accounting Firm * 49 Audit Committee Report 52 Other Business * 54 Appendix – Calculation of Non-GAAP Financial Measures A-1 * To be voted on at the meeting. WATSCO, INC. 2665 South Bayshore Drive, Suite 901 Miami, Florida 33133 PROXY STATEMENT Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders' Meeting to Be Held on June 3, 2024 The Company's 2023 Annual Report and this Proxy Statement are available at: www.watsco.com You are receiving this Proxy Statement because you owned shares of Watsco, Inc. Common stock or Class B common stock as of April 5, 2024, which entitles you to vote those shares at our 2024 annual meeting of shareholders (which we refer to as our annual meeting). Our Board of Directors (referred to as the Board), is soliciting proxies from shareholders who wish to vote their shares at the meeting. By using a proxy, you can vote even if you do not attend the meeting. This Proxy Statement describes and provides information about the matters on which you are being asked

View Full Filing

View this DEF 14A filing on SEC EDGAR