Columbus McKinnon : CMCO 2024 Proxy Statement
CMCO
2024 PROXY STATEMENT
AND NOTICE OF ANNUAL MEETING
A MESSAGE FROM THE CHAIRMAN AND CEO
Gerald G. Colella
Chairman of the Board
David Wilson
Director, President and CEO
Dear Fellow Shareholders:
We delivered another year of record performance in a dynamic operating environment in fiscal 2024. Throughout the year, we continued to execute on our transformation remaining committed to our value creation roadmap demonstrating both growth and margin expansion. This work would not be possible without our 3,500 team members, who are dedicated to serving our customers and are critical to the execution of the strategy.
Executing our Transformation to Deliver on Behalf of our Stakeholders:
Our performance and progress support our belief that we have the right strategic foundation, and we remain optimistic about the future of our company. Powered by a well-defined transformation that has delivered improvement in operating profit over the last few years, we are repositioning ourselves in the marketplace. Leveraging our market leading positioning in lifting for material handling, we have also become a leader in precision conveyance and have a strong presence in automation and linear motion. We remain committed to delivering profitable growth, improving our customer experience and operational performance, executing our footprint simplification plan and investing in employee engagement. We are excited about the road ahead.
Our Board of Directors is Actively Engaged in our Strategy:
As stewards of our Company, our Board serves an essential role in guiding our overall long-term strategy in partnership with management. The Board has remained focused on governing the execution of our strategy and believes that delivering on the Company's growth and margin expansion initiatives positions the company to deliver compounding value for shareholders over time. Our Board has deep experience in the areas of strategic development and risk oversight and provides insight into some of the most important issues facing the company.
Aligning our Board with our Strategic and Operational Needs:
As our Company evolves, so do the skills, qualifications, attributes and experience that the Board seeks in its director nominees. We take a strategic approach to our Board composition and focused our efforts on adding new Board members whose skills are best aligned with our strategy. In the last 18 months, we welcomed two new independent directors. Rebecca Yeung brings leadership in operations sciences and advanced technologies with significant experience in automation and digitization megatrends. Chris Stephens joins us with deep financial expertise and a proven track record of executing business transformations and growing businesses both organically and through M&A in attractive end markets.
We are proud of the ongoing evolution of our Board and its track record on refreshment with a well-rounded range of attributes, viewpoints and experience. One of the qualifications that we highly value is operational execution. Each of our nominees is a veteran operator with real world experience leading large organizations.
Implemented a Robust Shareholder Engagement Program:
In fiscal 2024, we initiated a shareholder outreach program, that provided management, our Board and its Committees with feedback from our largest owners as to what matters most to them. And, we took action on the feedback we received implementing changes to both our Long-Term Incentive Plan and making enhancements to our proxy disclosures to create further transparency on our governance and compensation philosophies and practices. Through ongoing engagement with our shareholders, we hope to continue broadening our perspective and strengthening our corporate governance framework.
Looking Forward:
We remain confident in the long-term potential of our business. While the environment in which we operate will evolve over the near term, we remain cautiously optimistic and focused on adapting to seize opportunities that arise in fiscal 2025. Our strategy remains focused on performing to our full potential and delivering sustainable, long-term results for all of our stakeholders.
Your Vote is Important:
We are pleased to invite you to join us for our virtual 2024 Annual Meeting of Shareholders on Monday, July 22, 2024. The enclosed Notice of 2024 Annual Meeting of Shareholders and Proxy Statement provides information about the meeting including the matters on which you will be asked to vote. On behalf of our Board of Directors and the entire Company, we thank you for your investment in Columbus McKinnon and we appreciate your support.
Sincerely,
Gerald G. Colella
David J. Wilson
Chairman of the Board
Director, President and CEO
June 10, 2024
DEAR FELLOW SHAREHOLDERS:
We are pleased to invite you to attend the 2024 Annual Meeting of Shareholders of Columbus McKinnon Corporation ("Columbus McKinnon," the "Company") on Monday, July 22, 2024, at 10:00 a.m. Eastern Time. The meeting will be held via live audio webcast at www.proxydocs.com/CMCO to address the following items of business (the "Annual Meeting"):
Like prior years, the Company's board of directors has decided to hold the Annual Meeting with no physical location. We believe that this is the right choice for Columbus McKinnon as it provides expanded shareholder access regardless of the size of the Annual Meeting or resources available to shareholders, improves communications, and allows the participants to attend the Annual Meeting safely and conveniently from any location at no additional cost.
To attend the Annual Meeting, vote, submit questions, or view the list of registered shareholders during the Annual meeting, shareholders of record will be required to visit the meeting website listed above and login using their 12 or 16-digit control number included on your Notice, proxy card or voting instructions form.
Prior registration is required to attend and participate in the Annual Meeting at www.proxydocs.com/CMCO. Upon completing your registration you will receive further instructions via email, including your unique links that will allow you to access, submit questions and vote at the virtual Annual Meeting. You will not be able to attend the 2024 Annual Meeting in person. The attached Notice of Annual Meeting of Shareholders and Proxy Statement discuss the items scheduled for a vote by shareholders at the meeting.
The Securities and Exchange Commission rules allow companies to furnish proxy materials to their shareholders over the Internet. As a result, most of our shareholders will receive in the mail a notice regarding availability of the proxy materials for the Annual Meeting on the Internet instead of paper copies of those materials. The notice contains instructions on how to access the proxy materials over the Internet and instructions on how shareholders can receive paper copies of the proxy materials, including a proxy or voting instruction form. This process expedites shareholders' receipt of proxy materials and lowers the cost of our annual meeting.
All shareholders are cordially invited to attend our Annual Meeting, conducted via live audio webcast at www.proxydocs.com/CMCO. The Company has endeavored to provide shareholders attending the Annual Meeting with the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the Annual Meeting online and submit questions during the meeting
by visiting www.proxydocs.com/CMCO. You will also be able to vote your shares electronically at the Annual Meeting.
Shareholders of record as of the close of business on May 28, 2024, are entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof. Shareholders as of the date herein are entitled to vote on all matters listed above.
Beneficial owners should review the proxy materials and their voting instruction form or Notice for how to vote in advance of, and how to participate in, the Annual Meeting. Specifically, if you are a beneficial owner and your voting instruction form or the Notice does not indicate that you may vote the shares through the www.proxydocs.com/CMCOwebsite, you should contact your bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a "legal proxy" (which will contain a
16-digit control number that will allow you to attend, participate in, or vote at the Annual Meeting). When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 10:00 a.m. eastern time on Tuesday, July 22, 2024.
Your vote is important. Regardless of whether or not you plan to participate in the Annual Meeting, we kindly request that you vote as soon as possible. Thank you for your continued support and we look forward to your participation at the Annual Meeting.
Alan S. Korman
Sr. Vice President, General Counsel, Corp.
Development, and Secretary
Columbus McKinnon Corporation • 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
When:
Where:
Monday, July 22, 2024
Virtual Meeting at
at 10:00 a.m. Eastern Time
www.proxydocs.com/CMCO
Items of Business:
Board
Board Proposals
Recommendation
Page
1
To elect 9 Directors to hold office until the 2025 Annual Meeting and
✔ FOR EACH NOMINEE
18
until their successors have been elected and qualified
2
To ratify the appointment of Ernst & Young LLP as independent
✔ FOR
29
registered public accounting firm for the fiscal year ending
March 31, 2025
3
To conduct a shareholder advisory vote on the compensation of our
✔ FOR
30
named executive officers
4
To Approve the Columbus McKinnon Corporation Second Amended
✔ FOR
31
and Restated 2016 Long Term Incentive Plan
5 To act upon and transact such other business as may be properly brought before the meeting or any adjournment or adjournments thereof
Who Can Vote
Only shareholders of record at the close of business on Tuesday, May 28, 2024, will be entitled to vote at the annual meeting.
How to Vote
You may vote your shares in advance of the meeting via the Internet, by telephone, by mail, or during the Annual Meeting. If you vote via the Internet, by telephone, or plan to vote electronically during the Annual Meeting, you do not need to mail in a proxy card.
Internet Telephone
In advance of the Annual
If you received a paper copy
Meeting, you can visit
of the proxy materials, dial
www.proxypush.com/CMCO.
toll-free(1-844-926-2035),
or use the telephone
number on your voting
instruction form.
You will need your 12 or 16-digit control number printed on your Notice, proxy card, or voting instructions form to submit your vote.
If you received a paper copy of the proxy materials, send your completed and signed proxy card or voting instruction from the enclosed postage-paid envelope.
Annual Meeting
Follow the instructions under "How to Vote" to vote electronically during the Annual Meeting. The Annual Meeting at www.proxydocs.com/CMCO
We began sending Notice of Internet Availability of proxy materials and made our proxy materials available on or about June 10, 2024.
VOTING RECOMMENDATIONS
This Proxy Statement and the accompanying form of proxy are being furnished in connection with the solicitation by the Board of Directors of Columbus McKinnon Corporation, a New York corporation ("our Company," "we" or "us"), of proxies to be voted at the Annual Meeting of Shareholders (the "Annual Meeting"). At the close of business on May 31, 2024, we had 28,858,688 outstanding shares of our common stock, $.01 par value per share, the holders of which are entitled to one vote per share on each matter properly brought before the Annual Meeting.
The shares represented by all valid proxies in the enclosed form will be voted if received in time for the Annual Meeting in accordance with the specifications, if any, made on the proxy card. If no specification is made, the proxies will be voted (i) FOR the nominees for Director named in this Proxy Statement,
In order for business to be conducted, a quorum must be present at the Annual Meeting. A quorum is a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting. Abstentions, broker non-votes and withheld votes will be counted in determining the existence of a quorum at the Annual Meeting. Votes may be cast FOR, AGAINST (withhold) or ABSTAIN on the approval of these proposals. Abstentions and broker non-votes are not counted in the number of votes cast and will have no effect on the results of the vote. Proxy cards that are executed and returned without any designated voting direction will be voted in the manner stated on the proxy card.
Brokers may not vote your shares on any matter, except Proposal 2, in the absence of specific voting instructions from you. Please contact your broker directly if you have questions about how to provide such instructions. The execution of a proxy will not affect a shareholder's right to attend the virtual Annual Meeting and to vote in person. A shareholder who executes a proxy may revoke it at any time before it is exercised by giving written notice to the Secretary, by appearing at the virtual Annual Meeting and so stating, or by submitting another duly executed proxy bearing a later date.
VOTING STANDARDS
Proposal No. 1 Election of Directors
Proposal No. 2
Ratification of Independent
Registered Public
Accounting Firm
Proposal No. 3 Advisory
Approval of Our Executive
Compensation
Proposal No. 4 Approval of
Columbus McKinnon
Second Amended and
Restated 2016 Long Term
Incentive Plan
If you do not provide voting instructions, your broker may not vote on this matter.
Each director nominee receiving the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote in the election of directors will be elected as a director. Abstentions and broker non-votes will have no effect on the results of this vote. A majority of votes cast means the number of votes cast "For" exceeds the number of votes cast "Withhold."
If you do not provide voting instructions, your broker may only vote on Proposal 2.
The proposal to appoint Ernst & Young LLP as our independent registered public accounting firm for the year ending March 31, 2025, will be ratified by the affirmative vote of a majority of shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have no effect on the results of this vote.
If you do not provide voting instructions, your broker may not vote on this matter.
The advisory vote approving executive compensation will be determined by the affirmative vote of a majority of shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have no effect on the results of this vote.
Although this advisory vote is non-binding, the compensation committee and our board of directors will review the results of the vote. The compensation committee will consider our shareholders' preferences and take them into account in making future determinations concerning the compensation of our executives.
If you do not provide voting instructions, your broker may not vote on this matter.
The proposal to Approve the Columbus McKinnon Second Amended and Restated 2016 Long Term Incentive Plan will be ratified by the affirmative vote of a majority of shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have no effect on the results of this vote.
The voting results of the annual meeting will be published no later than four business days after the Annual Meeting on a Form 8-K filed with the Securities and Exchange Commission, which will be available in the investor relations section of our website at investors.cmco.com. If the Proxy is submitted and no voting instructions are given, the person or persons designated will vote the shares "For" the election of the Director nominees, "For" the appointment of Ernst & Young LLP, "For" the advisory vote on executive compensation in accordance with the Board vote recommendations and "For" the approval of the Columbus McKinnon Second Amended and Restated 2016 Long Term Plan.
Our management does not presently know of any matters to be presented for consideration at the Annual Meeting other than the matters described in the Notice of Annual Meeting. However, if other matters are presented, the accompanying proxy confers upon the person or persons entitled to vote the shares represented by the proxy, discretionary authority to vote such shares in respect of any such other matter in accordance with their best judgment.
Disclaimer
Columbus McKinnon Corporation published this content on 10 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 June 2024 20:48:03 UTC.