LINCOLN ELECTRIC HOLDINGS, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Employee Plan
The Employee Plan authorizes the
The Employee Plan permits the Compensation Committee to make certain
performance-based awards to participants under the Employee Plan, which will be
earned based on the achievement of Management Objectives. A non-exhaustive list
of performance measures that could be used for such performance-based awards
includes the following: (1) profits (e.g., operating income, EBIT, EBIT before
bonus, EBT, net income, earnings per share, residual or economic earnings -
these profitability metrics could be measured before special items and/or
subject to GAAP definition); (2) cash flow (e.g., EBITDA, operating cash flow,
total cash flow, cash flow in excess of cost of capital or residual cash flow or
cash flow return on investment); (3) returns (e.g., profits or cash flow returns
on: assets, invested capital, net capital employed, and equity); (4) working
capital (e.g., working capital divided by sales, days' sales outstanding, days'
sales inventory, and days' sales in payables); (5) profit margins (e.g., profits
divided by revenues, gross margins and material margins divided by revenues, and
material margin divided by sales pounds); (6) liquidity measures (e.g.,
debt-to-capital, debt-to-EBITDA, total debt ratio); (7) sales growth, cost
initiative and stock price metrics (e.g., revenue growth, stock price
appreciation, total return to shareholders, sales and administrative costs
divided by sales, and sales and administrative costs divided by profits); (8)
strategic initiative key deliverable metrics consisting of one or more of the
following: product development, strategic partnering, research and development,
market penetration, geographic business expansion goals, cost targets, customer
satisfaction, employee satisfaction, management of employment practices and
employee benefits, supervision of litigation and information technology, and
goals relating to acquisitions or divestitures of subsidiaries, affiliates and
joint ventures; and (9) any of the above criteria as compared to the performance
of a published or a special index deemed applicable by the Compensation
Committee, including, without limitation, the
Management Objectives may be Company-wide objectives or objectives related to the performance of an individual, one or more subsidiaries, divisions, departments, regions, functions or other organizational units of the Company or its subsidiaries. Management Objectives may be made related to the performance of other companies (or their subsidiaries, divisions, departments, regions, functions or other organizational units) or an index or one or more of the performance objectives themselves.
The Employee Plan also provides that, subject to adjustment as described in the
Employee Plan: (1) the aggregate number of common shares actually issued or
transferred upon the exercise of incentive stock options will not exceed
2,025,000 common shares; (2) no participant will be granted stock options and/or
stock appreciation rights, in the aggregate, for more than 500,000 common shares
during any calendar year; (3) no participant will be granted awards of
restricted shares, restricted stock units, performance shares and/or other
share-based awards, in the aggregate, for more than 500,000 common shares during
any calendar year; (4) no participant in any calendar year will receive
performance units and/or other awards payable in cash having an aggregate
maximum value as of their respective grant dates in excess of
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The Board generally will be able to amend the Employee Plan, in certain circumstances as described in the Employee Plan.
This description of the Employee Plan is qualified in its entirety by reference to the full text of the Employee Plan, which is incorporated by reference from Exhibit 10.1 of this Current Report on Form 8-K.
Director Plan
The Director Plan authorizes the
The Board generally will be able to amend the Director Plan, subject to shareholder approval in certain circumstances as described in the Director Plan.
This description of the Director Plan is qualified in its entirety by reference to the full text of the Director Plan, which is incorporated by reference from Exhibit 10.2 of this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on
Proposal 1 - Shareholders elected ten directors, each to hold office until the 2024 Annual Meeting of Shareholders or until their successors are duly elected and qualified, as set forth below.
Name Votes For Votes Withheld Broker Non-Votes
44,590,400 619,866 6,167,152
Hellene S. Runtagh 43,528,213 1,682,053 6,167,152
Kellye L. Walker 44,515,511 694,755 6,167,152
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Proposal 2 - Shareholders ratified the appointment of
Votes For Votes Against Abstentions Broker Non-Votes 50,370,109 950,258 57,051 0
Proposal 3 - Shareholders approved, on an advisory basis, the compensation of the Company's named executive officers, as set forth below.
Votes For Votes Against Abstentions Broker Non-Votes 43,475,051 1,576,156 159,059 6,167,152
Proposal 4 - Shareholders approved, on an advisory basis, an annual frequency for future advisory votes to approve the Company's named executive officer compensation, as set forth below:
Every Year Every Two Years Every Three Years Abstentions Broker Non-Votes 43,832,824 100,645
1,089,894 186,903 0
Proposal 5 - Shareholders approved
Votes For Votes Against Abstentions Broker Non-Votes 43,628,922 1,418,298 163,046 6,167,152
Proposal 6 - Shareholders approved
Votes For Votes Against Abstentions Broker Non-Votes 43,248,666 1,774,511 187,089 6,167,152
Item 9.01. Financial Statements and Exhibits.
d) Exhibits. Exhibit Number Description 10.1Lincoln Electric Holdings, Inc.'s 2023 Equity and Incentive Compensation Plan. 10.2Lincoln Electric Holdings, Inc.'s 2023 Stock Plan for Non-Employee Directors. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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