TE Connectivity Ltd. Files Definitive Proxy Statement

Ticker: TEL · Form: DEF 14A · Filed: 2024-01-17T00:00:00.000Z

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, TE Connectivity, Executive Compensation, Corporate Governance

TL;DR

<b>TE Connectivity Ltd. has filed its Definitive Proxy Statement for the period ending March 13, 2024.</b>

AI Summary

TE Connectivity Ltd. (TEL) filed a Proxy Statement (DEF 14A) with the SEC on January 17, 2024. TE Connectivity Ltd. filed a Definitive Proxy Statement (DEF 14A) on January 17, 2024. The filing covers the period ending March 13, 2024. The company's fiscal year ends on September 27. TE Connectivity Ltd. was formerly known as Tyco Electronics Ltd. until January 4, 2007. The filing includes details on equity awards for PEO and Non-PEO members for the fiscal years 2022-2023, 2021-2022, and 2020-2021.

Why It Matters

For investors and stakeholders tracking TE Connectivity Ltd., this filing contains several important signals. This DEF 14A filing provides crucial information for shareholders regarding executive compensation, board nominations, and other corporate governance matters, enabling informed voting decisions. Understanding the details of equity awards and adjustments for PEO and Non-PEO members is key to assessing the company's incentive structures and potential dilution for shareholders.

Risk Assessment

Risk Level: low — TE Connectivity Ltd. 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 strategic announcements, indicating a low level of immediate risk or opportunity.

Analyst Insight

Shareholders should review the proxy statement to understand executive compensation and vote on matters presented at the upcoming shareholder meeting.

Key Numbers

Key Players & Entities

FAQ

When did TE Connectivity Ltd. file this DEF 14A?

TE Connectivity Ltd. filed this Proxy Statement (DEF 14A) with the SEC on January 17, 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 TE Connectivity Ltd. (TEL).

Where can I read the original DEF 14A filing from TE Connectivity Ltd.?

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 TE Connectivity Ltd..

What are the key takeaways from TE Connectivity Ltd.'s DEF 14A?

TE Connectivity Ltd. filed this DEF 14A on January 17, 2024. Key takeaways: TE Connectivity Ltd. filed a Definitive Proxy Statement (DEF 14A) on January 17, 2024.. The filing covers the period ending March 13, 2024.. The company's fiscal year ends on September 27..

Is TE Connectivity Ltd. a risky investment based on this filing?

Based on this DEF 14A, TE Connectivity Ltd. presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic announcements, indicating a low level of immediate risk or opportunity.

What should investors do after reading TE Connectivity Ltd.'s DEF 14A?

Shareholders should review the proxy statement to understand executive compensation and vote on matters presented at the upcoming shareholder meeting. The overall sentiment from this filing is neutral.

How does TE Connectivity Ltd. compare to its industry peers?

TE Connectivity Ltd. operates in the electronic components and connectivity solutions industry, serving various sectors including automotive, industrial, and data centers.

Are there regulatory concerns for TE Connectivity Ltd.?

As a publicly traded company, TE Connectivity Ltd. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

Industry Context

TE Connectivity Ltd. operates in the electronic components and connectivity solutions industry, serving various sectors including automotive, industrial, and data centers.

Regulatory Implications

As a publicly traded company, TE Connectivity Ltd. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

What Investors Should Do

  1. Review the executive compensation details provided in the DEF 14A filing.
  2. Understand the proposals being put forth for shareholder vote.
  3. Assess the company's corporate governance practices as outlined in the filing.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine proxy statement and does not represent a change from previous filings of the same type, but provides updated information for the current reporting period.

Filing Stats: 4,516 words · 18 min read · ~15 pages · Grade level 15.2 · Accepted 2024-01-17 09:30:19

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 17 4 Agenda Item No. 1—Election of Directors 19 Nominees for Election 19 Corporate Governance 35 The Board of Directors and Board Committees 41 4 Agenda Item No. 2—Election of the Chairman of the Board of Directors 46 4 Agenda Item No. 3—Election of the Members of the Management Development and Compensation Committee 47 Executive Officers 48 Compensation Discussion and Analysis 50 Management Development and Compensation Committee Report 67 Compensation Committee Interlocks and Insider Participation 67 Executive Officer Compensation 68 CEO Pay Ratio 76 Pay Versus Performance 77 Compensation of Non-Employee Directors 81 Certain Relationships and Related Transactions 83 Delinquent Section 16(a) Reports 84 Audit Committee Report 85 4 Agenda Item No. 4—Election of the Independent Proxy 87 4 Agenda Item Nos. 5.1, 5.2 and 5.3—Approval of the Annual Report and Financial Statements for the Fiscal Year Ended September 29, 2023 88 4 Agenda Item No. 6—Release of the Members of the Board of Directors and Executive Officers for Activities During the Fiscal Year Ended September 29, 2023 91 4 Agenda Item Nos. 7.1, 7.2 and 7.3—Election of (i) Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024, (ii) Deloitte AG, Zurich, Switzerland, as our Swiss registered auditor until our next Annual General Meeting, and (iii) PricewaterhouseCoopers AG, Zurich, Switzerland, as our special auditor until our next Annual General Meeting 92 4 Agenda Item No. 8—Advisory Vote to Approve Named Executive Officer Compensation ("Say on Pay") 95 4 Agenda Item No. 9—Advisory Vote to Approve Swiss Statutory Compensation Report for the fiscal year ended September 29, 2023 97 4 Agenda Item No. 10—Binding Vote to Approve Fiscal Year 2025 Maximum Aggregate Compensation Amount for Executive Manag

Executive Compensation Summary

Executive Compensation Summary

Executive Compensation Governance Highlights

Executive Compensation Governance Highlights We have established several best practices that help ensure our compensation programs remain aligned with shareholder interests. What We Do Link pay to performance with a high percentage of variable compensation Include a "clawback" provision in all executive officer incentive award agreements (both annual and long-term), in addition to adopting the NYSE mandated executive "clawback" policy Perform annual say-on-pay advisory vote for shareholders Maintain robust stock ownership requirements for executives (6x CEO, 3x executive officers) Perform mandatory (under Swiss Law) say-on-pay vote on maximum aggregate compensation for Board of Directors and Executive Management Include performance criteria in incentive plans to utilize tax deductibility where applicable and appropriate Follow principles of executive compensation that are included in our Articles of Association and have been approved by our shareholders Retain a fully independent external compensation consultant whose independence is reviewed annually by the MDCC Design compensation programs to mitigate undue risk-taking Provide only limited non-business aircraft usage Align executive compensation with shareholder returns through long-term incentives Maintain an insider trading policy applicable to all executive officers and employees Cap incentive compensation payments for individuals including our CEO Review share utilization annually What We Do Not Do x Provide tax gross ups for executives except under our relocation program x Provide excise tax gross ups x Provide perquisites for named executive officers except for limited non-business aircraft usage x Re-price underwater stock options x Provide tax gross ups for personal aircraft use x Allow hedging or pledging of TE securities 8 2024 Annual General Meeting Proxy Statement Table of Contents Historical "Say on Pay" votes The Management Development and Compensation Committee beli

Executive Compensation Principles

Executive Compensation Principles Our executive compensation philosophy calls for competitive total compensation that will reward executives for achieving individual and corporate performance objectives and will attract, motivate and retain leaders who will drive the creation of shareholder value. In setting compensation we adhere to the following core principles: Shareholder Alignment Performance Based Appropriate Risk Competitive with external talent market Focus on executive stock ownership Simple and Transparent Fair and Equitable Fiscal 2023 Compensation Highlights

Executive Compensation Actions

Executive Compensation Actions Base Salaries Messrs. Stucki and Jenkins had increases in base salary to maintain their competitive pay position in the marketplace. Equity Award Values Delivered annual equity awards for the CEO and the other NEOs in order to keep pace and ensure alignment with the market and to reflect strong individual performance. Target Cash Incentives No target bonus percentages were increased for fiscal 2023. Equity Award Structure Equity incentive awards for the CEO and the other NEOs were in the form of stock options (50%) and performance stock units (50%). 2024 Annual General Meeting Proxy Statement 9 Table of Contents PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF TE CONNECTIVITY LTD. TO BE HELD ON WEDNESDAY, MARCH 13, 2024 QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING Why am I receiving these materials? TE Connectivity's Board of Directors is soliciting your proxy to vote at the Annual General Meeting to be held at 2:00 p.m., Central European Time, on March 13, 2024, at the Park Hyatt Zrich, Beethoven-Strasse 21, 8002 Zrich, Switzerland . The information provided in this proxy statement is for your use in determining how you will vote on the agenda items described herein. We have made available our proxy materials to each person who is registered as a holder of our shares in the register of shareholders (such owners are often referred to as "holders of record" or "record holders") as of the close of business (Eastern Standard Time) on January 4, 2024. We also will send a copy of the proxy materials, including the proxy card, to any holder of record who requests them in the manner set forth in the Notice and to any additional shareholders who become registered in our share register after the close of business (Eastern Standard Time) on January 4, 2024 and continue to be registered in our share register at the close of business (Eastern Standard Time) on February 22, 2024. Distrib

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