Standex International Corp. DEF 14A Filing

Ticker: SXI · Form: DEF 14A · Filed: Sep 6, 2024 · CIK: 310354

Sentiment: neutral

Topics: proxy-statement, corporate-governance, executive-compensation

Related Tickers: SXI

TL;DR

Standex Intl (SXI) filed its DEF 14A. Focus on exec pay & governance for FY ending Oct 2024.

AI Summary

Standex International Corp. filed its DEF 14A on September 6, 2024, for the fiscal year ending October 22, 2024. The filing details executive compensation, board of directors, and other corporate governance matters. Key financial periods covered include fiscal years ending June 30, 2021, 2022, 2023, and 2024.

Why It Matters

This filing provides crucial information for shareholders regarding executive compensation and corporate governance, impacting investor confidence and decision-making.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that primarily discloses corporate governance and executive compensation information, not typically indicative of immediate financial risk.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit proxies from shareholders for an upcoming annual meeting, providing details on matters to be voted upon, including director elections and executive compensation.

What is Standex International Corp.'s fiscal year end?

Standex International Corp.'s fiscal year ends on June 30th, as indicated by multiple fiscal year ranges provided in the filing (e.g., 2020-07-01 to 2021-06-30).

When was this DEF 14A filing submitted?

This DEF 14A filing was submitted on September 6, 2024.

What is the company's SIC code?

The Standard Industrial Classification (SIC) code for Standex International Corp. is 3580, which corresponds to Refrigeration & Service Industry Machinery.

What is the company's state of incorporation?

Standex International Corp. is incorporated in Delaware (DE).

Filing Stats: 4,528 words · 18 min read · ~15 pages · Grade level 13.6 · Accepted 2024-09-06 09:51:28

Filing Documents

From the Filing

sxi20240827_def14a.htm 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 STANDEX INTERNATIONAL 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 the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14-6(i)(1) and 0-11. Guide to Standex's Proxy Statement Invitation to 2024 Annual Meeting of Shareholders 3 Notice of Annual Meeting of Shareholders 4 Proposal 1: Election of Directors 11 Proposal 2: Omnibus Incentive Plan Amendment 17 Proposal 3: Advisory Vote on Executive Compensation 24 Proposal 4: By-Law Amendment 25 Proposal 5: Ratification of Independent Auditors 27 Governance 29 Board Leadership Structure 30 Board Committees 31 Strategy and Risk Oversight 36 ESG Strategy & Risks 37 Other Risk and Governance Matters 42 Director Compensation 44 Director Independence 45 Share Ownership 46 Delinquent Section 16(a) Reports 46 Director & Management Stock Ownership 46 Stock Ownership of Certain Beneficial Owners 47 Compensation Discussion & Analysis 48 Business Highlights 48 Objectives and Principles 49 Components of Executive Compensation 51 Other Compensation Information 63 Basis for Determining Executive Compensation 64 Risk in Compensation Programs 66 Compensation Committee Interlocks and Insider Participation in Compensation Decisions 67 Report of the Compensation Committee 67 Compensation Tables 68 Summary Compensation Table 68 Grants of Plan-Based Awards 71 Outstanding Equity Awards at Fiscal Year End 73 Options Exercised and Stock Vested 74 Pension Benefits 74 NonQualified Deferred Compensation 75 Potential Payments upon Termination or Change in Control 76 CEO Pay Ratio Disclosure 79 Pay Versus Performance 80 Questions & Answers 83 Voting Q&A 83 Communications, Shareholder Proposals & Nominations and Company Documents 84 Helpful Resources 85 Appendix A: Amended & Restated 2018 Omnibus Incentive Plan 86 Appendix B: Proposed Amendment to the By-Laws 100 Invitation to 2024 Annual Meeting of Shareholders Tuesday, October 22, 2024 9:00 a.m., local time Standex International Corporation Corporate Headquarters 23 Keewaydin Drive, Suite 300, Salem, New Hampshire 03079 Dear Shareholder, We cordially invite you to attend Standex's Annual Meeting of Shareholders. We hope that you will join me, our Board of Directors, and other shareholders at the meeting. The attached Notice of Annual Meeting of Shareholders and Proxy Statement contain information about the business that will be conducted at the meeting. Following the meeting, I will present information on Standex's operations and welcome any questions from shareholders. Your vote is important to us! If you plan on attending the meeting, you may vote your shares in person. If you cannot vote in person, we urge you to vote via your proxy card, over the phone or on the Internet prior to the meeting. Detailed instructions on how to vote are found on page 83 . Thank you in advance for voting your shares, and thank you for your continued support of Standex. Sincerely, David Dunbar President/CEO Chair, Board of Directors Standing from left to right: Michael A. Hickey, Thomas J. Hansen, David Dunbar, Jeffrey S. Edwards and Charles H. Cannon, Jr. Seated from left to right: B. Joanne Edwards, Thomas E. Chorman and Robin J. Davenport. Notice of Annual Meeting of Shareholders The 2024 Annual Meeting of Shareholders (the "Annual Meeting") of Standex International Corporation (the "Company" or "Standex") will be held on Tuesday, October 22, 2024 at 9:00 a.m., local time, at the Company's Corporate Headquarters, located at 23 Keewaydin Drive, Suite 300, Salem, New Hampshire 03079. You are receiving these proxy materials in connection with the solicitation of proxies by the Board of Directors (the "Board") of Standex, a Delaware corporation, to be voted at the 2024 Annual Meeting and any continuation, adjournment or postponement thereof. Shareholders of record at the close of business on August 28, 2024 are entitled to vote at the meeting, either in person or by proxy, on the following matters, as well as the transaction of any other business properly presented at the Annual Meeting: Item 1 Electi

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