Valmont Industries Inc. Schedules Annual Meeting for May 6, 2024

Ticker: VMI · Form: DEF 14A · Filed: Mar 26, 2024 · CIK: 102729

Sentiment: neutral

Topics: proxy statement, annual meeting, executive compensation, board of directors, auditor ratification

TL;DR

<b>Valmont Industries Inc. will hold its Annual Meeting on May 6, 2024, to elect directors, approve executive compensation, and ratify auditors.</b>

AI Summary

VALMONT INDUSTRIES INC (VMI) filed a Proxy Statement (DEF 14A) with the SEC on March 26, 2024. Valmont Industries Inc. will hold its Annual Meeting of Shareholders on May 6, 2024, at 10:00 a.m. Central Daylight Time. The meeting will take place at Valmont Industries Inc. Headquarters, 15000 Valmont Plaza, Omaha, Nebraska. Key items of business include electing four directors, advisory approval of executive compensation, and ratifying Deloitte & Touche LLP as independent auditors for fiscal 2024. The record date for determining shareholder eligibility to vote is March 15, 2024. The company is primarily distributing proxy materials over the Internet to expedite receipt and reduce costs and environmental impact.

Why It Matters

For investors and stakeholders tracking VALMONT INDUSTRIES INC, this filing contains several important signals. The Annual Meeting is a critical governance event where shareholders vote on key company leadership and financial oversight matters. The shift to e-proxy distribution aims to improve efficiency and reduce environmental impact, reflecting modern corporate communication practices.

Risk Assessment

Risk Level: — VALMONT INDUSTRIES INC shows moderate risk based on this filing. The filing is a routine proxy statement with no immediate financial or operational disclosures that would indicate high risk.

Analyst Insight

Shareholders should review the director nominees and executive compensation proposals before the May 6th meeting.

Key Numbers

Key Players & Entities

FAQ

When did VALMONT INDUSTRIES INC file this DEF 14A?

VALMONT INDUSTRIES INC filed this Proxy Statement (DEF 14A) with the SEC on March 26, 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 VALMONT INDUSTRIES INC (VMI).

Where can I read the original DEF 14A filing from VALMONT INDUSTRIES INC?

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 VALMONT INDUSTRIES INC.

What are the key takeaways from VALMONT INDUSTRIES INC's DEF 14A?

VALMONT INDUSTRIES INC filed this DEF 14A on March 26, 2024. Key takeaways: Valmont Industries Inc. will hold its Annual Meeting of Shareholders on May 6, 2024, at 10:00 a.m. Central Daylight Time.. The meeting will take place at Valmont Industries Inc. Headquarters, 15000 Valmont Plaza, Omaha, Nebraska.. Key items of business include electing four directors, advisory approval of executive compensation, and ratifying Deloitte & Touche LLP as independent auditors for fiscal 2024..

Is VALMONT INDUSTRIES INC a risky investment based on this filing?

Based on this DEF 14A, VALMONT INDUSTRIES INC presents a moderate-risk profile. The filing is a routine proxy statement with no immediate financial or operational disclosures that would indicate high risk.

What should investors do after reading VALMONT INDUSTRIES INC's DEF 14A?

Shareholders should review the director nominees and executive compensation proposals before the May 6th meeting. The overall sentiment from this filing is neutral.

How does VALMONT INDUSTRIES INC compare to its industry peers?

Valmont Industries Inc. operates in the fabricated structural metal products industry, providing essential components for infrastructure and agriculture.

Are there regulatory concerns for VALMONT INDUSTRIES INC?

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the content and distribution of proxy statements.

Industry Context

Valmont Industries Inc. operates in the fabricated structural metal products industry, providing essential components for infrastructure and agriculture.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the content and distribution of proxy statements.

What Investors Should Do

  1. Review the biographies and qualifications of the four director nominees.
  2. Analyze the company's executive compensation practices and the advisory vote proposal.
  3. Confirm the ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2024.

Key Dates

Year-Over-Year Comparison

This is a definitive proxy statement (DEF 14A) filed for the upcoming annual meeting, indicating a routine governance update rather than a change from previous filings.

Filing Stats: 4,577 words · 18 min read · ~15 pages · Grade level 11.8 · Accepted 2024-03-25 17:51:58

Key Financial Figures

Filing Documents

: Board of Directors and Election of Directors

Item 1: Board of Directors and Election of Directors The Company's board of directors is currently composed of ten members. The board is divided into three classes and each class serves for three years on a staggered term basis. Four directors have terms of office that expire at the Annual Meeting: Directors Applbaum, Freye, Neary and Robinson-Berry. These four individuals have been nominated by the board of directors, upon recommendation of the Governance and Nominating Committee, for re-election to three-year terms. Five directors have joined the board since June 2015. Two directors who were identified by an independent third party search firm joined the board in 2020. The Company bylaws provide that directors are elected by the affirmative vote of a majority of the votes cast with respect to the director at the meeting, unless the number of nominees exceeds the number of directors to be elected (a contested election), in which case directors will be elected by the vote of a plurality of the shares present and entitled to vote at the meeting. If a nominee is not elected and the nominee is an incumbent director, the director is required to promptly tender his or her resignation to the board. The Governance and Nominating Committee will consider the tendered resignation and recommend to the board whether to accept or reject the resignation or whether other action should be taken. The board will act on the tendered resignation and publicly disclose its decision within 90 days from the certification of the election results. The director who tenders his or her resignation will not participate in the Committee's recommendation or the board action regarding whether to accept or reject the tendered resignation. The Company's policy on director retirement, as expressed in the Corporate Governance Principles, provides that a director will not be nominated to a new term if he or she would be over age 75 at the time of election. The shares represented by the enclo

: Board of Directors and Election of Directors

Item 1: Board of Directors and Election of Directors Director Since : December 2005 Board Committees: Human Resource Committee (Chair) Audit Committee ESG Committee Daniel P. Neary Mr. Neary, age 72, was a member of the board of directors of Mutual of Omaha (full service and multi-line provider of insurance and financial services) until retirement effective January 2021. Mr. Neary served as CEO of Mutual from 2004-2015 and as Chairman until January 2018. He was previously President of the Group Insurance business unit of Mutual of Omaha. Mutual of Omaha's revenues were in excess of $9 billion in 2021. Mr. Neary's training as an actuary and knowledge of the financial services industry provides valuable background for board oversight of the Company's accounting matters. His experience in strategic development and risk assessment for the Mutual of Omaha insurance companies are well suited to membership on the Valmont board of directors. Director Since : June 2015 Board Committees: Governance and Nominating Committee ESG Committee Theo Freye Mr. Freye, age 74, retired in October 2014 as CEO of CLAAS KgaA, a $4.5 billion family owned agricultural machinery firm headquartered in Germany. Mr. Freye, a citizen of Germany, has more than 30 years of international machinery experience, including several years as Chairman and President of the North American CLAAS operations and as the General Manager of Caterpillar-CLAAS, a joint venture serving the North American and Australian markets. He holds a Master's Degree in Mechanical Engineering and a Ph.D. in Agricultural Science. His extensive international business experience and engineering background provides value to the Valmont board of directors. Director Since : September 2020 Board Committees: Human Resources Committee Joan Robinson-Berry Ms. Robinson-Berry, age 64, retired in July 2020 as Vice President, Chief Engineer, Boeing Global Services. Ms. Robinson-Berry served as V

: Board of Directors and Election of Directors

Item 1: Board of Directors and Election of Directors CONTINUING DIRECTORS—Terms Expire 2026 Director Since : October 1993 Chairman of the Board Mogens C. Bay Mr. Bay, age 75, has been non-executive Chairman of the Company since January 2019. He served as Executive Chairman of the Company during 2018. He was Chairman and Chief Executive Officer of the Company from January 1997 through December 2017, and President and Chief Executive Officer of the Company from August 1993 through December 1996. Mr. Bay previously served as a director of Peter Kiewit Sons', Inc. and of ConAgra Foods, Inc. Mr. Bay holds dual United States and Danish citizenship. Mr. Bay's 40 years of experience with Valmont provides an extensive knowledge of Valmont's operating companies and its lines of business, its long-term strategies and domestic and international growth opportunities. Director Since : September 2020 Board Committees : ESG Committee (Chair) Governance and Nominating Committee Ritu Favre Ms. Favre, age 55, is the Group President, Test & Measurement Segment, Emerson Electric since October 2023. She was previously the Executive Vice President of Business Units at National Instruments November 2022-October 2023; Executive Vice President and General Manager of Semiconductor and Electronics; Aerospace, Defense, and Government; and Transportation Business Units at National Instruments January 2021-November 2022; and Senior Vice President and General Manager of the Semiconductor Business at National Instruments (2019-2021). She was the Chief Executive Officer NEXT Biometrics (2017-2019) and the Senior Vice President, Biometrics Products Division, Synaptics (2014-2016). Ms. Favre self-identifies as Asian. Ms. Favre previously served on the board of directors of Cohu, Inc., a public semiconductor manufacturing company. Ms. Favre holds a Master of Science in Electrical Engineering and has 30 years of experience specializing in the development and manag

: Board of Directors and Election of Directors

Item 1: Board of Directors and Election of Directors Director Since: October 2019 Board Committees: Human Resources Committee Richard A. Lanoha Mr. Lanoha, age 56, has been President and Chief Executive Officer of Peter Kiewit Sons' Inc. and Kiewit Corporation since January 2020. He was President and Chief Operating Officer of Kiewit 2016-2019. He was President of Kiewit Energy Group 2012-2016 and Executive Vice President of Kiewit Industrial Group responsible for Kiewit Energy and Kiewit Power divisions of Kiewit 2010-2012. Kiewit's revenues were in excess of $13 billion in 2023. Mr. Lanoha has management experience of infrastructure construction operations at Kiewit and his experience provides a valuable resource of strategic and oversight input to the Valmont board of directors. CONTINUING DIRECTORS—Terms Expire 2025 Director Since: October 2004 Board Committees: Audit Committee (Chair) Governance and Nominating Committee ESG Committee Kaj den Daas Mr. den Daas, age 74, was CEO of Quality Light Source until March 2018. He transitioned into a non-executive position in the holding company QL Light Source Company Ltd. (manufacturer and marketer of LED lamps) in April 2018. He was CEO of TCP International Holdings, Ltd. from July 2015 to October 2016. Mr. den Daas retired in 2009 as Executive Vice President of Philips Lighting B.V. of the Netherlands (manufacturer of lighting fixtures and related components) and Chairman of its North American Lighting Operations. Mr. den Daas was responsible for oversight of the manufacturing, distribution, sales and marketing of Philips products in the United States, Canada and Mexico, with prior Philips experience in the Asia Pacific area. Mr. den Daas chaired the Philips Lighting Sustainability Board for seven years which Board had oversight of EHS performance, chemical substance management, carbon footprint determination and development of emissions initiatives. He previously served on t

: Board of Directors and Election of Directors

Item 1: Board of Directors and Election of Directors Director Since: December 2011 Board Committees: Governance and Nominating Committee (Chair) Audit Committee ESG Committee James B. Milliken Mr. Milliken, age 66, is Chancellor of the University of Texas System which enrolls over 255,000 students, has over 120,000 employees and has an annual budget of over $30 billion. He was Chancellor of the City University of New York from June 2014 to May 2018. Mr. Milliken was President of the University of Nebraska from August 2004 to May 2014. Mr. Milliken has a law degree from New York University and practiced law on Wall Street before his academic career. He has led the development of research and education programs in China, India, Brazil and other countries. He is a member of the Council on Foreign Relations and the Executive Committee on the Council on Competitiveness. He has chaired commissions on innovation and economic competitiveness for the Association of Public and Land-grant universities and the Council on Competitiveness. Mr. Milliken's experience in managing large organizations which work closely with business and industry and in countries around the world provides value to the Valmont board of directors as the Company grows internationally. Director Since: February 2012 Board Committees: Lead Director Human Resources Committee Audit Committee Catherine James Paglia Ms. Paglia, age 71, has been a director of Enterprise Asset Management, Inc., a New York based privately-held real estate and asset management company since September 1998. Ms. Paglia previously spent eight years as a managing director at Morgan Stanley, ten years as a managing director of Interlaken Capital, and served as chief financial officer of two public corporations. Ms. Paglia serves on the board of directors of the Columbia Funds and is a member of the board of trustees of the Carnegie Endowment for International Peace. Her extensive Wall Street expe

: Board of Directors and Election of Directors

Item 1: Board of Directors and Election of Directors BOARD OF DIRECTORS DIVERSITY The following diversity matrix applies to ten members of our board of directors following the Annual Meeting. Male Female Gender African American Directors Asian Directors Directors with Non-U.S. or Dual Citizenship Independent Directors Directors joining Board since January 2018 BOARD OF DIRECTORS SKILLS AND EXPERIENCE The following matrix provides information regarding the ten members of our Board following the Annual Meeting, including certain types of knowledge, skills and experience possessed by one or more or our directors, which our Board believes are relevant to our business and industry. The matrix does not encompass all of the knowledge, skills and experience of our directors. Board leadership experience Industrial / manufacturing experience Financial Background International experience Corporate governance and oversight background Engineering experience Operations experience Information technology experience Technology / R&D experience Information technology experience includes management background experience in the areas of information technology policy in governance, risk management, assessment, evaluation, architecture and engineering, or planning. Technology/R&D experience includes management experience in various technologies and related development activities. 2024 Proxy Statement 9

: Board of Directors and Election of Directors

Item 1: Board of Directors and Election of Directors Board Committees The Board has the following standing committees: Audit; Human Resources; Governance and Nominating; and ESG. Audit Committee The current members of the Audit Committee are directors den Daas (Chair), Neary, Paglia and Milliken. All members of the Audit Committee are independent within the meaning of the Company's Corporate Governance Principles and the listing standards of the NYSE. The board has determined that all members of the Audit Committee are qualified as audit committee financial experts within the meaning of SEC regulations. The Audit Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company's website at investors.valmont.com. The 2023 report of the Audit Committee is included in this proxy statement. The Audit Committee met six times during 2023. The Audit Committee assists the board by reviewing the integrity of the financial statements of the Company; the qualifications, independence and performance of the Company's independent auditors and internal auditing department; and compliance by the Company with legal and regulatory requirements. The Committee also oversees the Company's risk with respect to operational, compliance and financial matters including legal, insurance, information technology and cybersecurity matters. The Audit Committee has sole authority to retain, compensate, oversee and terminate the independent auditor. The Audit Committee reviews the Company's annual audited financial statements, quarterly financial statements, and filings with the Securities and Exchange Commission. The Audit Committee reviews reports on various matters, including critical accounting policies of the Company, significant changes in the Company's selection or application of accounting principles, and the Company's internal control processes. The Audit Committee pre-approves all audit and non-audit services performed by the

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