Allient : Proxy
ALNT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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
Allient Inc.
(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 14a-6(i)(1) and 0-11.
ALLIENT INC.
495 Commerce Drive Amherst, New York 14228
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DATE:
May 7, 2025
TIME:
9:00 a.m. Eastern Time
ONLINE:
www.virtualshareholdermeeting.com/ALNT2025
To the Shareholders of Allient Inc.:
You are hereby notified that the 2025 Annual Meeting of Shareholders of Allient Inc. (the ''Company'') will be held virtually on Wednesday, May 7, 2025 at 9:00 a.m. (Eastern Time). The meeting can be accessed by visitingwww.virtualshareholdermeeting.com/ALNT2025, where you will be able to listen to the meeting live, submit questions and vote online.
At this meeting, the shareholders will be asked to act on the following matters:
1. To elect six directors of the Company;
2. To provide an advisory approval of the compensation of our Named Executive Officers;
3. To indicate a preference on the frequency of the advisory vote to approve the compensation of our Named Executive Officers;
4. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2025 fiscal year; and
5. To transact such other business as may properly come before the 2025 Annual Meeting or any adjournment thereof.
Voting can be completed in one of four ways:
Returning the proxy card by mail
Online atwww.proxyvote.com
Through the telephone at 1-800-690-6903
Attend the annual meeting at:www.virtualshareholdermeeting.com/ALNT2025
Only shareholders of record at the close of business on March 12, 2025 are entitled to notice of and to vote at the 2025 Annual Meeting and any adjournment thereof.
To attend the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record also may be voted electronically during the Annual Meeting. Even if you plan to attend the Annual Meeting online, we recommend that you vote by proxy in advance so that your vote will be counted if you later decide not to participate in the Annual Meeting. The Annual Meeting will begin promptly at 9:00 a.m. (Eastern Time). Online check-in will begin at 8:45 a.m. (Eastern Time), and you should allow ample time for the online check-in procedures.
If your shares are held in street name and YOU do not vote your shares, your broker or other nominee generally can no longer vote them for you and your shares will remain unvoted. THEREFORE, IT IS VERY IMPORTANT THAT YOU VOTE YOUR SHARES FOR ALL PROPOSALS.
By Order of the Board of Directors
Nicholas Hoffman
Secretary
DATED: March 26, 2025
Important Notice Regarding the Internet Availability of Proxy Materials: This Proxy Statement and the Company's Annual Report are available on the Internet athttps://materials.proxyvote.com/019330.
TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING 1
Why did I receive this proxy? ................................................................................................................ 1
Who is entitled to vote? ....................................................................................................................... 1
What is the quorum for the Annual Meeting? ............................................................................................. 1
How many votes do I have? ................................................................................................................. 1
What is the difference between a shareholder of record and a beneficial owner of shares held in street name? ........... 1
If I am a shareholder of record of Common Stock, how do I vote? ................................................................... 1
If I am a beneficial owner of shares held in street name, how do I vote? ............................................................ 1
How can I participate in the virtual Annual Meeting? .................................................................................... 2
What am I voting on? .......................................................................................................................... 2
Will there be any other items of business on the agenda? ............................................................................. 2
How many votes are required to act on the proposals? ................................................................................ 2
How are votes counted? ...................................................................................................................... 2
Can I change my vote after I have voted? ................................................................................................. 3
Will anyone contact me regarding this vote? ............................................................................................. 3
Who has paid for this proxy solicitation? .................................................................................................. 3
How can I obtain a copy of this year's Annual Report on Form 10-K? ............................................................... 3
What does it mean if I receive more than one proxy card? ............................................................................ 3
When was this proxy statement mailed? .................................................................................................. 3
Can I find additional information on the Company's website? ......................................................................... 3
CORPORATE GOVERNANCE AND BOARD MATTERS 4
Director Qualifications and Biographical Information .................................................................................... 4
Independent Directors ......................................................................................................................... 7
Board Leadership Structure .................................................................................................................. 7
Shareholder Communication with the Board .............................................................................................. 7
Committees and Meeting Data .............................................................................................................. 7
Risk Oversight .................................................................................................................................. 8
Sustainability Matters ......................................................................................................................... 8
Nominating Procedures ....................................................................................................................... 10
Board Attendance at Meetings .............................................................................................................. 10
Compensation Committee Interlocks and Insider Participation ........................................................................ 11
Ownership Guidelines for Directors and Officers ........................................................................................ 11
PROPOSALS TO BE VOTED ON 12
Proposal 1 - Election of Directors .......................................................................................................... 12
Proposal 2 - Advisory Vote on Executive Compensation .............................................................................. 12
Proposal 3 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation ......................... 13
Proposal 4 - Advisory Vote on the Ratification of Independent Registered Public Accounting Firm ........................... 13
EXECUTIVE OFFICERS 14
COMPENSATION OF NAMED EXECUTIVE OFFICERS 15
Compensation Discussion and Analysis ................................................................................................... 15
Director Compensation in 2024 ............................................................................................................. 21
Employment Agreements and Related Arrangements .................................................................................. 22
Report of the Human Capital and Compensation Committee ......................................................................... 23
Summary Compensation Table .............................................................................................................. 24
Grants of Plan-Based Awards in 2024 ..................................................................................................... 25
Outstanding Equity Awards at 2024 Fiscal Year End .................................................................................... 26
Option Exercises and Stock Vested in 2024 .............................................................................................. 26
Pay Ratio Disclosure .......................................................................................................................... 28
Pay Versus Performance Disclosure ....................................................................................................... 29
Potential Payments upon Termination or Change in Control ........................................................................... 33
CERTAIN TRANSACTIONS AND RELATIONSHIPS 36
OWNERSHIP OF COMPANY STOCK 37
Security Ownership of Certain Beneficial Owners ....................................................................................... 37
Security Ownership of Management and Directors ...................................................................................... 38
Delinquent Section 16(a) Reports ........................................................................................................... 38
AUDIT COMMITTEE MATTERS 39
Audit Committee Report ...................................................................................................................... 39
Policy for Pre-Approval of Audit and Permitted Non-Audit Services .................................................................. 40
Auditor Fees and Services ................................................................................................................... 40
OTHER MATTERS 40
SHAREHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING 40
Proposals for the Company's Proxy Material ............................................................................................. 40
Proposals to be Introduced at the Annual Meeting but not Intended to be Included in the Company's Proxy Material ..... 40
Compliance with Universal Proxy Rules for Director Nominations .................................................................... 41
PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING
Why did I receive this proxy?
The Board of Directors of Allient Inc. (the ''Company'') is soliciting proxies to be voted at the Annual Meeting of Shareholders. The Annual Meeting will be held virtually on Wednesday, May 7, 2025, at 9:00 a.m. (Eastern Time). The meeting can be accessed by visitingwww.virtualshareholdermeeting.com/ALNT2025, where you
Who is entitled to vote?
will be able to listen to the meeting live, submit questions and vote online. This proxy statement summarizes the information you need to know to vote by proxy or to virtually attend and vote your shares at the Annual Meeting. You do not need to virtually attend the Annual Meeting in order to vote.
All shareholders of record as of the close of business on Wednesday, March 12, 2025 (the ''Record Date'') are entitled to vote at the Annual Meeting.
What is the quorum for the Annual Meeting?
A quorum at the Annual Meeting will consist of a majority of the votes entitled to be cast by the holders of all shares of Common Stock outstanding on the Record Date. No business may be conducted at the Annual Meeting if a quorum is not present. Broker non-votes (shares held in street name for which the broker indicates that instructions have not been
How many votes do I have?
received from the beneficial owners or other persons entitled to vote) and abstentions will be counted as shares present in determining whether a quorum is present. As of the Record Date, 16,948,472 shares of Common Stock were issued and outstanding.
Each share of Common Stock outstanding on the Record Date is entitled to one vote on each item submitted to you for consideration.
What is the difference between a shareholder of record and a beneficial owner of shares held in street name?
Shareholder of Record. If your shares are registered directly in your name with the Company's transfer agent, Equiniti, you are considered the shareholder of record with respect to those shares.
Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the
beneficial owner of shares held in ''street name.'' The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.
If I am a shareholder of record of Common Stock, how do I vote?
If you are a shareholder of record, you may vote by mailing a completed proxy card, or you may vote 24 hours a day via the internet or telephone. To vote by mailing a proxy card, please sign and return the enclosed proxy card in the enclosed prepaid and self-addressed envelope. To vote via the internet or telephone, follow the instructions on the enclosed vote instruction form. Your shares will be voted at the Annual Meeting in the manner you directed. If you vote by proxy and do not provide direction on a proposal, the proxy will be voted with the Board's recommendations. You may also attend the virtual Annual Meeting and vote your shares during the meeting.
If I am a beneficial owner of shares held in street name, how do I vote?
If you are the beneficial owner of shares held in street name, you will receive instructions from the brokerage firm, bank, broker-dealer or other similar organization (the ''shareholder of record'') that must be followed for the shareholder of record to vote your shares per your instructions.
If you hold your shares in street name and do not instruct your bank or broker how to vote in the election of directors, no votes will be cast on your behalf. Your bank or broker will, however, continue to have discretion to vote any uninstructed shares on the appointment of Deloitte & Touche LLP (Proposal 4). Please ensure that you complete the voting instruction card sent by your bank or broker.
If your shares are held in street name you also may attend the virtual Annual Meeting and vote your shares during the meeting. We recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.
How can I participate in the virtual Annual Meeting?
You may participate in the virtual Annual Meeting and vote your shares during the meeting by visiting our Annual Meeting website atwww.virtualshareholdermeeting.com/ALNT2025. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record also may be voted electronically during the Annual Meeting. Even if you plan to participate in the Annual Meeting online, we recommend that you vote by proxy in advance as described above so that your vote will be counted if you later decide not to participate in the Annual Meeting. The Annual Meeting will begin promptly at 9:00 a.m. (Eastern Time). Online check-in will begin at 8:45 a.m. (Eastern Time), and you should allow ample time for the online check-in procedures.
The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.
What am I voting on?
If you wish to submit a question during the Annual Meeting, you may log into the virtual meeting platform with your control number atwww.virtualshareholdermeeting.com/ALNT2025, type your question into the ''Ask a Question'' field, and click ''Submit.''
Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, are not pertinent to meeting matters and therefore will not be answered. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered atwww.allient.com/investor-relations/. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after posting.
If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.
You will be voting on the following proposals:
• Proposal 1: the election of six Directors of the Company;
• Proposal 2: an advisory vote on the compensation of our Named Executive Officers;
• Proposal 3: an advisory vote on the frequency of the advisory vote on the compensation of our Named Executive Officers; and
• Proposal 4: the ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2025 fiscal year.
Will there be any other items of business on the agenda?
We do not expect any other items of business because the deadline for shareholder proposals and nominations has passed. Nonetheless, in case there is an unforeseen need, your proxy gives discretionary authority to Richard S. Warzala
How many votes are required to act on the proposals?
The holder of each outstanding share of Common Stock is entitled to one vote for each share of Common Stock on each matter submitted to a vote at a meeting of shareholders.
Pursuant to our Amended and Restated Articles of Incorporation and Bylaws, directors will be elected by the affirmative vote of the majority of the votes cast with respect to such director's election.
How are votes counted?
and Richard D. Federico with respect to any other matters that might be brought before the Annual Meeting. Those persons intend to vote that proxy in accordance with their best judgment.
Approval of Proposals 2 and 4 requires an affirmative vote by a majority of the votes cast on each proposal.
The frequency of the advisory vote on the compensation of our Named Executive Officers presented in Proposal 3 will be determined based on the option receiving the greatest number of votes.
For purposes of each proposal, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
| Allient Inc. | 2025 Proxy Statement
Can I change my vote after I have voted?
You can revoke your proxy and change your vote at any time prior to the voting thereof at the Annual Meeting, subject to the voting deadlines that are described on the proxy card or voting instruction form, as applicable. You can revoke your vote:
• By voting again by Internet or by telephone (only your last Internet or telephone proxy submitted prior to the meeting will be counted);
• By filing with the Secretary of the Company a written revocation or signing and submitting another proxy with a later date, or
Will anyone contact me regarding this vote?
Solicitation of proxies for use at the Annual Meeting may be made in person or by mail, telephone, by directors, officers and regular employees of the Company. Such persons will receive no special compensation for any solicitation activities. We will request banking institutions, brokerage firms,
Who has paid for this proxy solicitation?
• By virtually attending the Annual Meeting, withdrawing the proxy and voting during the Annual Meeting.
Your virtual attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again. If your shares are held in street name, we also recommend that you contact your broker, bank or other nominee for instructions on how to change or revoke your vote.
custodians, trustees, nominees and fiduciaries to forward solicitation materials to the beneficial owners of Common Stock held of record by such entities, and we will, upon the request of such record holders, reimburse reasonable forwarding expenses.
The Company has paid the entire expense of this proxy statement and any additional materials furnished to shareholders.
How can I obtain a copy of this year's Annual Report on Form 10-K?
A copy of the Company's 2024 Annual Report to Shareholders, including financial statements for the fiscal year ended December 31, 2024, accompanies this Proxy Statement. The Annual Report, however, is not part of the proxy solicitation material. A copy of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (''SEC'') may be obtained free of charge by writing to Allient Inc., 495 Commerce Drive, Amherst, New York 14228, Attention: Secretary or by accessing the ''Investors/SEC Filings'' section of the Company's website atwww.allient.com. In addition, the Proxy Statement and Annual Report are available on the internet athttps://materials.proxyvote.com/019330.
What does it mean if I receive more than one proxy card?
It means that you have multiple accounts at the transfer agent or with stockbrokers. Please complete and vote ALL proxy cards to ensure that all your shares are voted.
When was this proxy statement mailed?
This proxy statement, the enclosed proxy card and the Annual Report were mailed to shareholders beginning on or about March 28, 2025.
Can I find additional information on the Company's website?
Yes. Our website is located atwww.allient.com. Although the information contained on our website is not part of this proxy statement, you can view additional information on the website, such as our code of ethics, corporate governance principles, charters of board committees and reports that we file with the SEC. A copy of our code of ethics and business conduct policy, corporate governance principles and each of the charters of our board committees may be obtained free of charge by writing to Allient Inc., 495 Commerce Drive, Amherst, New York 14228, Attention: Secretary.
CORPORATE GOVERNANCE AND BOARD MATTERS
Director Qualifications and Biographical Information
The biography of each director nominee below contains information regarding that person's principal occupation, positions held with the Company, service as a director, business experience, other director positions currently held or held at any time during the past five years, involvement in certain legal or administrative proceeding, if applicable, and the experiences, qualifications, attributes or skills that caused our Governance and Nominating Committee to conclude that the person should serve as a member of our Board of Directors.
Robert B. Engel
Age: 71
Director Since:2019.
Mr. Engel serves as Chief Executive Officer and Managing Director of BLT Advisory Services, LLC, a boutique advisory firm he formed in 2017 which provides guidance for business transformation, mergers and acquisitions, brand building and governance, as well as leadership development. Prior to BLT Advisory Services, Mr. Engel was in the banking industry for more than 30 years, including 17 years at CoBank, ACB in Denver, Colorado, serving first as President and Chief Operating Officer and subsequently being named President and Chief Executive Officer, responsible for leading the bank's domestic and global businesses. Prior to this, Mr. Engel was with HSBC Bank USA in Buffalo, New York for 14 years, where he served in positions of increasing responsibility, ultimately becoming the Chief Banking Officer. Prior to moving to the banking industry, Mr. Engel began his public accounting career with Deloitte & Touche, and then KPMG, rising to the position of Senior Audit Manager.
Mr. Engel is currently the Chairman of the Board at Alaska Power & Telephone (APTL), where he serves on the Governance and Nominating Committee and Compensation Committee, and Sealink Networks, Inc. where he serves as Chairman of the Board of Directors. Mr. Engel is a recipient of the Ellis Island Medal of Honor. His experience in board and executive leadership, strategic planning, capital markets, risk management, international operations, mergers and acquisitions, and corporate governance matters gives him strong insight into the issues facing our company's businesses and markets.
Richard D. Federico
Age: 70
Director Since: 2012
Mr. Federico has over forty-four years of operational, strategy and investment experience and has served as Lead Director for the past eight years. Since March 2016 Mr. Federico has been the Chairman and CEO of MicroSonic Solutions LLC, a science and technology company. In addition, from November 2012 he has been the Founder and Chairman at Cetan Partners, an investment and advisory firm. From June 2014 to April 2016 he was a Partner and later a Senior Advisor at TZP Group, a leading mid-market private equity firm, where he led the growth advisory practice. He spent the prior ten years as a Senior Advisor and Managing Director in private equity with Sterling Partners, where he served as an investment partner and additionally worked with Sterling's portfolio investments to build, capture and maximize best-in-class practices across the firm and instituted effective governance at the portfolio level. His background also includes senior management positions with companies including Thermo Fisher, The Millard Fillmore Health System, The Science Kit Group and KPMG. He currently is and has been involved with numerous private and non-profit boards. His risk management, operational, financial, technology, cyber security, environmental security and investment experience, knowledge of capital markets and experience on other public and private company boards prepare him to give the Board his views on strategic, operational, financial, advanced technology and environmental related matters.
Corporate Governance and Board Matters
Steven C. Finch
Mr. Finch retired as President of Manufacturing and Community Engagement at Viridi Parente, Inc., a developer and manufacturer of environmentally conscious energy usage and storage products, including battery powered energy delivery systems for heavy equipment, and energy storage and power management systems. He is the former Plant Manager of the General Motors (''GM'') Tonawanda Engine Plant, one of Western New York's largest manufacturers with approximately 1,600 employees. Mr. Finch began his 41-year career with GM in 1976 and he held several assignments with increasing responsibility at various
Age: 67
Director Since: 2021
GM facilities outside Buffalo before becoming Tonawanda Engine Plant Manager in 2007. He was a previous board member and Senior Vice President of the Automobile Association of America Western and Central New York. He is currently an independent director at National Fuel Gas Company, where he serves on the Audit Committee and Nominating/Corporate Governance Committee. Through his extensive career, Mr. Finch developed expansive and diverse experience in manufacturing and customer relations, as well as in capital and labor management. His experience in senior level oversight during periods of significant industry challenge and disruption provides an important perspective on organizational transformation and the management of regulatory and economic change.
Nicole R. Tzetzo
Ms. Tzetzo serves as Chief Financial Officer of Tzetzo Companies LLC, a residential and commercial real estate company with primary focus in senior care facilities. From 2016 to 2018 she served as the first Vice President of Finance and Administration at the Ralph C. Wilson, Jr. Foundation, a billion-dollar foundation, where she was responsible for all of the Foundation's legal and financial operations. Ms. Tzetzo's career as a tax attorney included partner roles at Hodgson Russ, LLP (2019 to March 2021) and Jaeckle Fleischmann & Mugel, LLP (2006 to 2016), where she represented numerous for-profit and not-for-profit clients on general tax and business matters. She currently is and has been involved with numerous private and non-profit boards. Ms. Tzetzo has served in management and leadership roles throughout her legal career. Her significant business and legal experience make her highly qualified to serve as a director.
Age: 51
Director Since: 2021
Allient Inc. | 2025 Proxy Statement |
Corporate Governance and Board Matters
Richard S. Warzala
Age: 71
Mr. Warzala has a strong management and technical background in the motion control industry and has served as Chairman of the Board since February 2014. Mr. Warzala joined Allient as President and Chief Operating Officer in May 2002 and was appointed President and Chief Executive Officer in May 2009. Prior to joining Allient, Mr. Warzala was President of the Motion Components Group of Danaher Corporation and held various positions at American Precision Industries Inc., including Corporate Vice President and President of its API Motion Division. Pursuant to his employment agreement, as long as Mr. Warzala is Chief Executive Officer and is willing to serve, the Board of Directors will nominate him for election to the Board. His leadership experience and Company and industry knowledge, with 40 years of motion experience, provides valuable insight to the Board of Directors in formulating and executing the Company's strategy. Mr. Warzala has been on the Board of Directors of AstroNova, Inc. since December 2017 where he serves as the Lead Director and Chair of the Compensation Committee.
Director Since: 2006
Michael R. Winter
Age: 71
Mr. Winter is a former partner in the Buffalo, New York office of PricewaterhouseCoopers LLP (''PwC''), serving in that role from 1987 until his retirement in June 2014. During his tenure, Mr. Winter was responsible for leading the delivery of assurance services to public entities with experience serving many sectors including Consumer and Industrial Products Manufacturing, Energy and Healthcare. Since 2010 Mr. Winter was also a member of the PwC National Office based in New Jersey, which serves as support for all PwC U.S. practice offices. Mr. Winter served on the Board of Directors of Gas Natural, Inc. (EGAS) from October 2014 through its sale in August 2017. In 2023, Mr. Winter was appointed to the Catholic Health System (CHS) Board of Directors. CHS is a regional provider of healthcare services in Western New York. Mr. Winter serves on the Finance and Operations Committee and the Strategic Planning Committee. Mr. Winter's accounting and business expertise, including an in-depth understanding of the preparation and analysis of financial statements, makes him highly qualified to serve as a director.
Director Since: 2014
Disclaimer
Allient Inc. published this content on March 26, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 27, 2025 at 09:15:09.008.