TE Connectivity : 2023 Annual General Meeting Proxy Statement

A letter to

our shareholders

January 18, 2023

Dear Shareholder,

On behalf of the Board of Directors and our senior management team, we are pleased to invite you to attend the 2023 Annual General Meeting of Shareholders of TE Connectivity Ltd., to be held on Wednesday, March 15, 2023 at 2:00 p.m., Central European Time, at the Park Hyatt Zürich, Beethoven- Strasse 21, 8002 Zürich, Switzerland. Details of the business to be presented at the meeting can be found in the accompanying Invitation to the Annual General Meeting of Shareholders and Proxy Statement.

If you cannot attend, you can ensure that your shares are represented at the meeting by casting your vote either electronically at your earliest convenience or by promptly completing, signing, dating and returning your proxy card.

We look forward to seeing you at the meeting.

Sincerely,

Thomas J. Lynch

Chairman of the Board

TE Connectivity Ltd.

Mühlenstrasse 26

CH-8200 Schaffhausen, Switzerland

Tel: [phone]

Table of Contents
Invitation to the Annual General Meeting of Shareholders	1
Proxy Summary	5
Proxy Statement	10
Questions and Answers About This Proxy Statement and Voting	10
Security Ownership of Certain Beneficial Owners and Management	17
Agenda Item No. 1-Election of Directors	19
Nominees for Election	19
Corporate Governance	36
The Board of Directors and Board Committees	42
Agenda Item No. 2-Election of the Chairman of the Board of Directors	47
Agenda Item No. 3-Election of the Members of the Management Development and Compensation	48
Committee
Executive Officers	49
Compensation Discussion and Analysis	51
Management Development and Compensation Committee Report	68
Compensation Committee Interlocks and Insider Participation	68
Executive Officer Compensation	69
CEO Pay Ratio	77
Compensation of Non-Employee Directors	79
Certain Relationships and Related Transactions	81
Delinquent Section 16(a) Reports	82
Audit Committee Report	83
Agenda Item No. 4-Election of the Independent Proxy	85
Agenda Item No. 5-Approval of the Annual Report and Financial Statements for the Fiscal Year	86
Ended September 30, 2022
Agenda Item No. 6-Release of the Members of the Board of Directors and Executive Officers for	89
Activities During the Fiscal Year Ended September 30, 2022
Agenda Item No. 7-Election of (i) Deloitte & Touche LLP as our independent registered public
accounting firm for fiscal year 2023, (ii) Deloitte AG, Zurich, Switzerland, as our Swiss registered
auditor until our next annual general meeting, and (iii) PricewaterhouseCoopers AG, Zurich,	90
Switzerland, as our special auditor until our next annual general meeting
Agenda Item No. 8-Advisory Vote to Approve Named Executive Officer Compensation ("Say on Pay")	93
Agenda Item No. 9-Advisory Vote On Frequency Of Advisory Vote To Approve Named Executive	95
Officer Compensation
Agenda Item No. 10-Advisory Vote to Approve Swiss Statutory Compensation Report for the fiscal	96
year ended September 30, 2022
Agenda Item No. 11-Binding Vote to Approve Fiscal Year 2024 Maximum Aggregate Compensation	97
Amount for Executive Management
Agenda Item No. 12-Binding Vote to Approve Fiscal Year 2024 Maximum Aggregate Compensation	99
Amount for the Board of Directors
Agenda Item No. 13-Carryforward of Unappropriated Accumulated Earnings at September 30, 2022	101
Agenda Item No. 14-Declaration of Dividend	102
Agenda Item No. 15-Authorization relating to Share Repurchase Program	104
Agenda Item No. 16- Approval of Reduction of Share Capital For Shares Acquired Under Our Share	106
Repurchase Program and related amendments to our articles of association
Agenda Item No. 17-Approval of Changes to the Share Capital and related amendments to our	108
articles of association
Additional Information	112
TE Connectivity 2024 Annual General Meeting of Shareholders	113
Where You Can Find More Information	114
2023 Annual General Meeting Proxy Statement	i

		TE CONNECTIVITY LTD.
		Mühlenstrasse 26
		CH-8200 Schaffhausen, Switzerland
	Invitation to the Annual General Meeting of Shareholders
Time and Date:	2:00 p.m., Central European Time, on March 15, 2023
Place:	The Park Hyatt Zürich, Beethoven-Strasse 21, 8002 Zürich, Switzerland
Agenda Items:	1. Election of twelve (12) director nominees proposed by the Board of Directors;
	2.	Election of the Chairman of the Board of Directors;
	3.	Election of the members of the Management Development and Compensation
		Committee;
	4.	Election of the Independent Proxy;
	5.	Approval of (i) the 2022 Annual Report of TE Connectivity Ltd. (excluding the
		statutory financial statements for the fiscal year ended September 30, 2022, the
		consolidated financial statements for the fiscal year ended September 30, 2022
		and the Swiss Statutory Compensation Report for the fiscal year ended
		September 30, 2022), (ii) the statutory financial statements of TE
		Connectivity Ltd. for the fiscal year ended September 30, 2022, and (iii) the
		consolidated financial statements of TE Connectivity Ltd. for the fiscal year
		ended September 30, 2022;
	6.	Release of the members of the Board of Directors and executive officers of TE
		Connectivity for activities during the fiscal year ended September 30, 2022;
	7.	Election of (i) Deloitte & Touche LLP as our independent registered public
		accounting firm for fiscal year 2023, (ii) Deloitte AG, Zurich, Switzerland, as our
		Swiss registered auditor until our next annual general meeting, and
		(iii) PricewaterhouseCoopers AG, Zurich, Switzerland, as our special auditor
		until our next annual general meeting;
	8.	Advisory Vote to Approve Named Executive Officer Compensation ("Say on
		Pay");
	9.	Advisory Vote on Frequency of Advisory Vote to Approve Named Executive
		Officer Compensation;

1. Advisory Vote to Approve Swiss Statutory Compensation Report
2. Binding vote to approve fiscal year 2024 maximum aggregate compensation amount for Executive Management;
3. Binding vote to approve fiscal year 2024 maximum aggregate compensation amount for the Board of Directors;
4. Carryforward of Unappropriated Accumulated Earnings;
5. Declaration of Dividend;
6. Authorization relating to Share Repurchase Program;
7. Approval of Reduction of Share Capital for Shares acquired under our Share Repurchase Program and related amendments to our Articles of Association;
8. Approval of Changes to the Share Capital and related amendments to our Articles of Association; and
9. To consider any other matters that may properly come before the meeting, or any adjournments or postponements of the meeting

2023 Annual General Meeting Proxy Statement

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