Rockwell Automation Files 2024 Proxy Statement

Ticker: ROK · Form: DEF 14A · Filed: Dec 20, 2024 · CIK: 1024478

Sentiment: neutral

Topics: proxy-statement, governance, executive-compensation

Related Tickers: ROK

TL;DR

ROK proxy statement out - shareholders vote on exec pay & board nominees soon.

AI Summary

Rockwell Automation, Inc. filed its Definitive Proxy Statement (DEF 14A) on December 20, 2024, for the fiscal year ending September 30, 2025. The filing covers the period from October 1, 2023, to September 30, 2024, and includes compensation details for its executives, such as the PEO (Principal Executive Officer). The company is based in Milwaukee, WI, and its stock is traded under the ticker ROK.

Why It Matters

This filing provides crucial information to shareholders regarding executive compensation, board nominations, and other corporate governance matters, influencing investor decisions and company oversight.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing providing information to shareholders and does not inherently present new risks.

Key Numbers

Key Players & Entities

FAQ

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

A DEF 14A filing, or Definitive Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation.

When is the reporting period for this Rockwell Automation DEF 14A filing?

The filing covers the fiscal year from October 1, 2023, to September 30, 2024.

Where is Rockwell Automation, Inc. headquartered?

Rockwell Automation, Inc. is headquartered at 1201 South 2nd Street, Milwaukee, WI 53204.

What is the SEC file number for Rockwell Automation?

The SEC file number for Rockwell Automation is 001-12383.

What does 'PEO Member' likely refer to in this filing context?

PEO Member likely refers to the Principal Executive Officer, a key executive whose compensation and actions are detailed in the proxy statement.

Filing Stats: 4,381 words · 18 min read · ~15 pages · Grade level 16.1 · Accepted 2024-12-20 16:02:02

Key Financial Figures

Filing Documents

- To

Item 1 - To elect as directors the four nominees named in the accompanying proxy statement;

- To

Item 2 - To approve on an advisory basis the compensation of our named executive officers;

- To

Item 3 - To approve the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2025; and to transact such other business as may properly come before the meeting. RECORD DATE December 9, 2024 WHO MAY VOTE You may vote if you were a shareowner of record at the close of business on the December 9, 2024 record date. IMPORTANT MEETING INFORMATION You will find information about the business to be conducted at the meeting in the attached proxy statement. At the meeting you will have a chance to ask questions of general interest to shareowners. You can read about our performance in the accompanying 2024 Annual Report on Form 10-K. In addition, we make available on our Investor Relations website at https://ir.rockwellautomation.com/investors a variety of information for investors. Your vote is important to us. Whether or not you plan to attend the meeting, it is important that your shares are represented and voted. We encourage you to vote before the meeting by returning your proxy card or voting via the internet or by telephone. If you decide to attend the meeting, you will still be able to vote in-person during the meeting, even if you previously submitted your proxy. If you plan to attend the meeting, please follow the advance registration instructions on the inside back cover page of this proxy statement to obtain an admission card. DISTRIBUTION We are furnishing our proxy materials to our shareowners over the internet using "Notice and Access" delivery. This method reduces the environmental impact of our annual meeting. Certain shareowners will receive a printed copy of our proxy materials. By order of the Board of Directors, REBECCA W. HOUSE Secretary December 20, 2024 HOW TO CAST YOUR VOTE: You can vote by any of the following methods: INTERNET ( www.proxyvote.com ) until February 3, 2025 BY TELEPHONE (1-800-690-6903) until February

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 2 Advisory vote to approve the compensation of our named executive officers The Board recommends a vote FOR this proposal. See page 37 EXECUTIVE COMPENSATION Our compensation philosophy is designed to attract, retain, and motivate the high caliber executive talent necessary to deliver long term and sustained performance to our shareowners, customers, and other stakeholders. The philosophy is implemented through our executive compensation programs that provide flexible and effective total compensation opportunities relative to our corporate performance and are aligned with shareowner interests as discussed further in the Compensation Discussion & Analysis section. Our executive compensation program includes: 2024 Total Target Direct Compensation Mix Element Form of Award Description Period CEO Other NEOs Base Salary Cash Competitive pay based on scope, experience, individual performance, and internal alignment. One year Annual Incentive (ICP) Cash Plan performance is based on four key financial goals with plus or minus adjustment up to 10% of target incentive for performance against strategic goals on our four cultural tenets. We also have payout modifiers based on performance to segment, team, or individual goals. Actual payouts can range from zero to 200% of target incentive. One year Long-Term Incentive (LTI) Performance Shares (40%) Realized value based on TSR (total shareowner return) performance relative to S&P 500 Selected GICS Groups (Capital Goods, Software & Services, Technology, Hardware & Equipment). Payout can range from zero to 200% of target. Vest after three years Stock Options (30%) Realized value based on appreciation in stock price relative to original grant price. Appreciation can be realized during the ten-year life of the award. Vest over three years in three equal annual installments Restricted Stock Units (30%) Realized value based on our stock price performance

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 3 Vote to approve the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2025 The Board recommends a vote FOR this proposal. See page 68 4 ROCKWELL AUTOMATION | FY2025 PROXY STATEMENT Back to Contents CORPORATE GOVERNANCE LEAD INDEPENDENT DIRECTOR LETTER CORPORATE GOVERNANCE LEAD INDEPENDENT DIRECTOR LETTER JAMES P. KEANE LEAD INDEPENDENT DIRECTOR "OUR GOOD GOVERNANCE PRACTICES HELP ENSURE THAT THE DECISIONS WE MAKE THROUGH ALL MARKET CONDITIONS ARE ALIGNED WITH SHAREOWNER INTERESTS AND ARE DESIGNED TO INCREASE LONG-TERM SHAREOWNER VALUE." Dear Fellow Shareowners: On behalf of the Board of Directors, thank you for your investment in Rockwell Automation and the trust you place in us. It continues to be a privilege to serve as Lead Independent Director and to be part of this highly qualified, diverse Board of Directors. Our Board takes the responsibility to oversee the company's strategy and risks seriously. As Lead Independent Director, I work closely with the Chairman and CEO to facilitate open and regular communication with the management team. Throughout fiscal 2024, the Board was actively engaged in overseeing the company's performance and supporting the management team as it took actions to address short-term performance consistent with the company's long-term strategy. Our good governance practices help ensure that the decisions we make through all market conditions are aligned with shareowner interests and are designed to increase long-term shareowner value. BOARD COMPOSITION Good governance starts with having directors with the right skills, experiences, and backgrounds. As the company's strategy evolves, so, too, do the skills necessary for effective oversight. Over the last five years, we have added five new directors, each of whom has brought fresh perspectives and diverse backgrounds. The combination of new directors with longer-tenured directors make

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