DEF 14A 1 ny20006477x1_def14a.htm DEF14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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 Pursuant to §240.14a-12

HEICO CORPORATION

(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):

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Notice of

Annual Meeting of Shareholders

To Be Held March 17, 2023

Hotel AKA Brickell, 1395 Brickell Avenue

Miami, FL 33131

ITEMS OF BUSINESS

The Annual Meeting of Shareholders of HEICO Corporation (the “Annual Meeting”), a Florida corporation, will be held on Friday, March 17, 2023 at 10:00 a.m., Eastern Daylight Time, at the Hotel AKA Brickell, 1395 Brickell Avenue, Miami, Florida 33131, for the following purposes:

▪	To elect a Board of Directors for the ensuing year;

▪	To hold an advisory vote on executive compensation;

▪	To hold an advisory vote on the frequency of holding future advisory votes on executive compensation;

▪	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2023; and

▪	To transact such other business as may properly come before the meeting or any adjournments thereof.

Only holders of record of HEICO Corporation Common Stock and Class A Common Stock as of the close of business on January 20, 2023 will be entitled to vote at the Annual Meeting.

You are requested, regardless of the number of shares owned, to sign and date the enclosed proxy and to mail it promptly, or to use the telephone or Internet voting systems set forth in the proxy or the Notice of Internet Availability of Proxy Materials. You may revoke your proxy at any time prior to its use by a revocation in writing to the Corporate Secretary at the Company’s principal executive offices at 3000 Taft Street, Hollywood, Florida 33021 or a later dated proxy that is received in sufficient time by HEICO prior to the Annual Meeting and, if you attend the Annual Meeting, you may vote your shares in person.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ LAURANS A. MENDELSON

Laurans A. Mendelson

Chairman of the Board and

Chief Executive Officer

February 3, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 17, 2023

The accompanying Proxy Statement and the 2022 Annual Report on Form 10-K are available at:

http://www.heico.com

YOUR VOTE IS IMPORTANT

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PROXY STATEMENT			1
Voting Requirements			1
Internet Availability of Proxy Materials and Annual Report on Form 10-K			1
VOTING SECURITIES OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT			6
PROPOSAL TO ELECT DIRECTORS (Proposal No. 1)			14
Business Experience of Nominees			15
Board Leadership Structure			20
Board Risk Oversight			20
Director Independence			20
Board Committees			20
Board Meetings			21
Compensation Committee Interlocks and Insider Participation			21
Director Compensation			22
Director Compensation Table			22
Recommendation			22
COMPENSATION DISCUSSION AND ANALYSIS			23
Compensation Background Data			23
Key Compensation Views			23
Determining Compensation Levels			25
Base Salary			26
Bonus			26
Stock Options			27
Retirement-Related/Long-Term Compensation			27
Perquisites			27
Management Involvement			28
Other Compensation Issues			28
What We Evaluate in Setting Policies and Making Compensation Decisions			28
Compensation Risks			29
Anti-Hedging Policy			29
Compensation Committee Report			29

EXECUTIVE COMPENSATION			30
Summary Compensation Table			30
Grants of Plan-Based Awards			32
Outstanding Equity Awards at Fiscal 2022 Year-End			33
Option Exercises During Last Fiscal Year			34
Non-qualified Deferred Compensation			34
Potential Payments Upon Termination or Change in Control			35
CEO Pay Ratio			35
ADVISORY VOTE ON EXECUTIVE COMPENSATION (Proposal No. 2)			36
Recommendation			36
ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION (Proposal No. 3)			37
Recommendation			37
FINANCE/AUDIT COMMITTEE REPORT			38
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No. 4)			39
Recommendation			39
Principal Accounting Firm Fees			39
Pre-approval of Services Provided by the Independent Registered Public Accounting Firm			39
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			40
SHAREHOLDER PROPOSALS AND NOMINATIONS			40
COMMUNICATION WITH THE BOARD OF DIRECTORS			40
SHAREHOLDERS SHARING THE SAME ADDRESS			41
GENERAL AND OTHER MATTERS			41
ANNEX A - NON-GAAP FINANCIAL MEASURE			A-1

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PROXY STATEMENT

This Proxy Statement is furnished to the shareholders of HEICO Corporation (collectively, “HEICO,” “we,” “us,” “our” or the “Company”) in connection with the solicitation of proxies by HEICO’s Board of Directors (the “Board”) for use at the Annual Meeting of Shareholders of HEICO (the “Annual Meeting”) to be held at the Hotel AKA Brickell,1395 Brickell Avenue, Miami, Florida 33131, on Friday, March 17, 2023 at 10:00 a.m. Eastern Daylight Time. If you plan to attend the Annual Meeting, you can obtain directions to the Hotel AKA Brickell from the hotel’s website at https://www.stayaka.com/hotel-aka-brickell. In accordance with the rules of the Securities and Exchange Commission, we are furnishing our proxy materials, including this proxy statement and our Annual Report on Form 10-K, to our shareholders primarily via the Internet. On February 3, 2023, we began mailing to most of our shareholders a Notice of Internet Availability of Proxy Materials that contains instructions on how to access our proxy materials on the Internet. For shareholders who have requested physical copies, this Proxy Statement, form of proxy and Annual Report on Form 10-K are first being mailed to shareholders on or about February 8, 2023.

At the Annual Meeting, the shareholders will be asked to: (1) elect a Board of Directors for the ensuing year; (2) hold an advisory vote on executive compensation; (3) hold an advisory vote on the frequency of holding future advisory votes on executive compensation; (4) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2023; and (5) vote on any other business as may properly come before the meeting or any adjournments thereof.

The Board of Directors of HEICO urges you to promptly date, sign and mail your proxy, or to use the telephone or Internet voting systems set forth in the proxy or the Notice of Internet Availability of Proxy Materials, in the form enclosed with this Proxy Statement, to make certain that your shares are voted at the Annual Meeting. Proxies enclosed, or in other acceptable forms, that are received in time for the Annual Meeting will be voted. However, you may revoke your proxy at any time prior to its use by a revocation in writing to the Corporate Secretary at the Company’s principal executive offices at 3000 Taft Street, Hollywood, Florida 33021 or a later dated proxy that is received in sufficient time by HEICO prior to the Annual Meeting and, if you attend the Annual Meeting, you may vote your shares in person.

If your proxy is received in time for the Annual Meeting, it will be voted in the manner specified by you in the proxy. If you do not specify a choice, the proxy will be voted as indicated in the form of proxy.

We will bear the expense of soliciting proxies in the accompanying form. Solicitations will be by mail and in some cases by telephone and/or email, and our directors, officers and regular employees may solicit proxies personally or by telephone, telegram or special letter. Our directors, officers and regular employees will receive no compensation in connection with the solicitation of proxies. We will also employ D. F. King & Co., 48 Wall Street, New York, New York 10005, to assist in soliciting proxies for a fee of $7,150 plus related out-of-pocket expenses.

Only holders of record of HEICO Common Stock, $0.01 par value per share (“Common Stock”), and Class A Common Stock, $0.01

par value per share (“Class A Common Stock”), as of the close of business on January 20, 2023 (the “Record Date”) will be entitled to vote at the Annual Meeting. On that date, there were outstanding 54,553,440 shares of Common Stock, each entitled to one vote, and 82,157,085 shares of Class A Common Stock, each entitled to 1/10th vote per share.

Voting Requirements

The presence, in person or by proxy, of a majority of the shares of all classes of HEICO’s common stock entitled to vote shall constitute a quorum at the Annual Meeting. If a quorum is present, approval of Proposals 1, 2, 3 and 4 require the affirmative vote of a majority of the shares of all classes of HEICO’s common stock represented at the meeting in person or by proxy and entitled to vote on the subject matter.

A proxy submitted by a shareholder may indicate that all or a portion of the shares represented by such proxy are not being voted by such shareholder with respect to a particular matter (“non-voted shares”). This could occur, for example, when a broker is not permitted to vote shares held in “street name” on certain matters in the absence of instructions from the beneficial owner of the shares. Under the New York Stock Exchange (“NYSE”) rules, a broker does not have the discretion to vote on Proposals 1, 2 and 3. Non-voted shares with respect to a particular matter will be counted for purposes of determining the presence of a quorum but with respect to Proposals 1, 2 and 3 will have no effect on the outcome of such proposals. Under the NYSE rules, a broker has the discretion to vote on Proposal 4. Shares voted to abstain as to a particular matter will be counted for purposes of determining the presence of a quorum and will count as a vote against such matter.

Under the terms of the HEICO Savings and Investment Plan (the “401(k) Plan”), all shares allocated to the accounts of participating employees will be voted or not voted by the trustee of the 401(k) Plan as directed by written instructions from the participating employees, and allocated shares for which no instructions are received and all unallocated shares will be voted by the trustee of the 401(k) Plan in the same proportion as the shares for which instructions are received. Voting instruction cards are being mailed to all participants in the 401(k) Plan. If a participant also owns shares outside the 401(k) Plan, the participant must return both the proxy card and the voting instruction card as indicated on those cards in order to cause all of their shares to be voted in accordance with their instructions. To be assured that the trustee will receive voting instruction cards on a timely basis, voting instruction cards for shares in the 401(k) Plan must be duly signed and received no later than March 13, 2023. The total number of shares in the 401(k) Plan as of the Record Date represents approximately 2.6% of the voting power of all classes of common stock outstanding as of the Record Date and entitled to vote at the Annual Meeting.

Internet Availability of Proxy Materials and Annual Report on Form 10-K

This Proxy Statement and our 2022 Annual Report on Form 10-K are also available on our website at www.heico.com under the heading “Investors.” Our website does not constitute a part of the Proxy Statement.

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Dear Fellow Shareholder:

Fiscal 2022 was another strong year for HEICO Corporation, as we continued and expanded our growth trend. By the end of the year, we were reporting record quarterly sales and operating income results driven by a mix of organic and acquisition-related growth.

We ended fiscal 2022 with a particularly strong fourth quarter in which our net sales rose 20% percent, to a record $609.6 million, over the $509.4 million in net sales we reported in the prior year’s fourth quarter. For the full fiscal year, our net sales increased 18% to a record $2.208 billion, up from $1.866 billion in fiscal 2021. Notably, in fiscal 2022’s fourth quarter, cash flow provided by operating activities increased 31% to $143.9 million, up from $110.0 million in fiscal 2021’s fourth quarter. For the full year, cash flow provided by operating activities increased 5% to $467.9 million, up from $444.1 million in fiscal 2021.

This growth was underpinned by our adherence to HEICO’s business culture which emphasizes excellence in people, quality, product development, customers and innovation. Our much-admired decentralized operating philosophy empowers our businesses to operate in the most efficient and incentivized manner possible. We remain committed to leaving important business decisions up to the people who are closest to their products or services and customers because we believe this stimulates the best results.

HEICO’s strong performance provided our Board of Directors the confidence in fiscal 2023’s first quarter to declare an 11% increase in our regular semi-annual cash dividend on both classes of HEICO’s common stock, with a payment of $.10 per share made on January 23, 2023. This is HEICO’s 89^th consecutive semi-annual cash dividend paid since 1979.

HEICO successfully executed its decades-long and fruitful acquisition strategy in 2022 by either acquiring or agreeing to acquire eight companies, including an agreement in July 2022 to purchase Exxelia International, which acquisition was completed in January 2023. Exxelia is HEICO’s largest ever-acquisition and boasts an impressive footprint with facilities located in five countries-- France, United States, India, Morocco and Vietnam. HEICO intends to continue growing internationally and Exxelia offered us an excellent opportunity to expand our international revenue, engineering and production capabilities.

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We are also proud that we’ve accomplished these successes and extraordinary long-term growth by focusing on bedrock business principles, without following fads or momentarily trendy notions which place politics over shareholders. As you will see in this proxy statement, our businesses have achieved great diversity in our Team Member population by merely following our basic business principles of hiring and promoting the best people for each job. We do not tolerate any form of discrimination, as that would run contrary to our excellence culture and would fail to place the best people in the positions to help us succeed.

Similarly, as you will see on pages 9 through 13, HEICO has for decades-- well before it was popular-- paid close attention to environmental concerns, sustainability and our Team Member’s health and safety. We were not forced by any group or body to do this, but we’ve done it because it was the right thing for our company, shareholders, Team Members, customers and the communities in which we operate.

In 2023 and beyond, we will remain steadfast to these principles and operating methods in order to achieve exemplary results for our shareholders, Team Members and customers. With a very strong outlook for commercial aviation, our largest market, we believe commercial air travel’s ongoing recovery from the COVID-19 pandemic should offer us healthy growth in the years ahead, especially when combined with our well-known product development and market share expansion strategies.

We also believe that our defense products markets offer medium and long-term growth prospects given America’s and its allies’ security needs. Supporting freedom and democracy by designing, building and distributing crucial items employed in defense equipment is a noble activity and this will remain a key HEICO priority. Meanwhile, other markets we serve-- whether they are commercial space, space exploration, earth observation, medical, harsh environment or semiconductor-- offer meaningful long-term growth characteristics and are opportunities for HEICO.

As always, we are filled with the deepest gratitude to our Team Members for the remarkable results they again achieved in 2022 and we know they will achieve in the years ahead. HEICO is fortunate to have such a special group of individuals dedicated to HEICO’s success. We further thank our customers and suppliers for your support, while also thanking the members of our Board of Directors for their guidance, foresight, insight and support.

Sincerely,

Laurans A. Mendelson
Chairman and Chief Executive Officer

Eric A. Mendelson

Co-President

Victor H. Mendelson

Co-President

Certain statements in this management’s message constitute forward-looking statements, which are subject to risks, uncertainties and contingencies. HEICO’s actual results may differ materially from those expressed in or implied by those forward-looking statements as a result of factors listed under the heading “Risk Factors” in HEICO’s filings with the Securities and Exchange Commission as may be updated and amended from time to time. Parties receiving these materials are encouraged to review all of HEICO’s filings with the Securities and Exchange Commission, including, but not limited to, filings on Form 10-K, Form 10-Q and Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

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OUTSTANDING RESULTS HISTORY

We believe HEICO’s Culture discussed in the opening letter to our fellow shareholders is responsible for HEICO’s extraordinary sales, income and shareholder performance over more than thirty years. The following graphs display that performance and the Shareholder graphs include a comparison to the New York Composite Index, the Dow Jones U.S. Aerospace Index and a group of peer stocks enumerated on page 25. We believe these factors help validate the Board’s policies discussed herein.

The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock since October 31, 1990 with the Total Shareholder Return on $100 invested in the NYSE Composite Index and the Dow Jones U.S. Aerospace Index. October 31, 1990 was the end of the first fiscal year following the date the current executive management team assumed leadership of the Company. No Class A Common Stock was outstanding as of October 31, 1990. The NYSE Composite Index measures the performance of all common stocks listed on the NYSE. The Dow Jones U.S. Aerospace Index is comprised of large companies which make aircraft and defense equipment and systems, as well as providers of satellites and spacecraft used for both commercial and defense purposes. The total returns include the reinvestment of cash dividends.

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The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock and HEICO Class A Common Stock with the Total Shareholder Return on $100 invested in an Aerospace Company Peer Group for the three-year period from October 31, 2019 through October 31, 2022. The Aerospace Company Peer Group is comprised of thirteen companies used in preparing the Company's fiscal 2022 compensation benchmark analysis. See within the “Determining Compensation Levels” section on page 25 for a list of the company names. The total returns include the reinvestment of cash dividends.

The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock and HEICO Class A Common Stock with the Total Shareholder Return on $100 invested in the NYSE Composite Index and the Dow Jones U.S. Aerospace Index for the three-year period from October 31, 2019 through October 31, 2022. The NYSE Composite Index measures the performance of all common stocks listed on the NYSE. The Dow Jones U.S. Aerospace Index is comprised of large companies which make aircraft and defense equipment and systems, as well as providers of satellites and spacecraft used for both commercial and defense purposes. The total returns include the reinvestment of cash dividends.

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VOTING SECURITIES OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of HEICO Common Stock and Class A Common Stock by (i) each person who is known to us to be the beneficial owner of more than 5% of the outstanding Common Stock or Class A Common Stock; (ii) the Chief Executive Officer, the Chief Financial Officer and the other three most highly compensated executive officers; (iii) each of the members of the Board of Directors; and (iv) all directors and executive officers of the Company as a group. Information regarding our executive officers and directors is as of January 20, 2023 and information regarding certain other 5% shareholders is as of the date indicated in the corresponding footnote. Except as set forth below, the shareholders named below have sole voting and investment power with respect to all shares of Common Stock and Class A Common Stock shown as being beneficially owned by them. Information has been adjusted as necessary for all stock dividends and stock splits.

	Shares Beneficially Owned⁽²⁾
	Common Stock		Class A Common Stock
Name and Address of Beneficial Owner⁽¹⁾	Number	Percent	Number	Percent
(a) Certain beneficial owners:
Mendelson Reporting Group⁽³⁾	9,247,276	16.61%	1,102,537	1.34%
Dr. Herbert A. Wertheim⁽⁴⁾	4,110,265	7.53%	6,524,492	7.94%
Blackrock, Inc.⁽⁵⁾	5,120,681	9.39%	4,451,287	5.42%
The Vanguard Group, Inc.⁽⁶⁾	3,346,275	6.13%	7,430,171	9.04%
FMR LLC⁽⁷⁾	—	—	5,149,089	6.27%
Principal Global Investors, LLC⁽⁸⁾	—	—	4,745,691	5.78%
Vulcan Value Partners, LLC⁽⁹⁾	—	—	4,287,667	5.22%
Capital World Investors⁽¹⁰⁾	3,481,181	6.38%	—	—
(b) Directors:
Thomas M. Culligan⁽¹¹⁾	4,624	*	11,577	*
Carol F. Fine⁽¹²⁾	1,795	*	—	—
Adolfo Henriques⁽¹³⁾	4,687	*	30,519	*
Mark H. Hildebrandt⁽¹⁴⁾	4,624	*	53,740	*
Eric A. Mendelson⁽¹⁵⁾	2,618,310	4.75%	576,888	*
Laurans A. Mendelson⁽¹⁶⁾	4,086,246	7.48%	219,529	*
Victor H. Mendelson⁽¹⁷⁾	2,542,720	4.62%	699,600	*
Julie Neitzel⁽¹⁸⁾	6,440	*	11,697	*
Dr. Alan Schriesheim⁽¹⁹⁾	306,557	*	18,266	*
Frank J. Schwitter⁽²⁰⁾	2,085	*	843	*
(c) Executive officers listed in Summary Compensation Table who are not directors:
Carlos L. Macau, Jr.⁽²¹⁾	1,870	*	381,464	*
Steven M. Walker⁽²²⁾	7,824	*	56,790	*
All directors and executive officers as a group (13 persons)⁽²³⁾	9,629,419	17.24%	1,668,212	2.02%
All directors, executive officers, the HEICO Savings and Investment Plan and the Mendelson Reporting Group as a group⁽²⁴⁾	10,915,188	19.55%	2,873,649	3.48%

*	Represents ownership of less than 1%.

(1)	Unless otherwise indicated, the address of each beneficial owner identified is c/o HEICO Corporation, 3000 Taft Street, Hollywood, Florida 33021.

(2)

The number of shares of Common Stock and Class A Common Stock deemed outstanding as of January 20, 2023 includes (i) 54,553,440 shares of Common Stock; (ii) 82,157,085 shares of Class A Common Stock; and (iii) shares issuable upon exercise of stock options held by the respective person or group which are presently exercisable or which may be exercised within 60 days after January 20, 2023 as set forth below. Pursuant to the rules of the

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Securities and Exchange Commission, presently exercisable stock options and stock options that become exercisable within 60 days are deemed to be outstanding and beneficially owned by the person or group for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

(3)

The Mendelson Reporting Group consists of Laurans A. Mendelson; Eric A. Mendelson; Victor H. Mendelson; LAM Limited Partners (of which 9,500 shares of Common Stock are pledged as collateral for a bank loan), a partnership whose sole general partner is a corporation controlled by Arlene H. Mendelson, the wife of Laurans A. Mendelson; LAM Alpha Limited Partners, a partnership whose sole general partner is a corporation controlled by Laurans A. Mendelson; trusts for the benefit of Victor H. Mendelson’s immediate family members and whose Trustee is Victor H. Mendelson; trusts for the benefit of Eric A. Mendelson’s immediate family members and whose Trustee is Eric A. Mendelson; EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by Eric A. Mendelson; Mendelson International Corporation, a corporation whose stock is owned solely by Eric A. and Victor H. Mendelson and whose Chairman of the Board is Laurans A. Mendelson; VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by Victor H. Mendelson; the Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc., of which Laurans A. Mendelson is President; The Victor H. Mendelson Revocable Investment Trust, whose grantor, sole presently vested beneficiary and trustee is Victor H. Mendelson; individual Keogh accounts for both Eric A. and Victor H. Mendelson; and shares of both Common Stock and Class A Common Stock owned by the children of both Eric A. and Victor H. Mendelson. Includes 1,121,250 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 20, 2023, 206,302 shares of Common Stock and 196,426 shares of Class A Common Stock held by the HEICO Savings and Investment Plan, 9,528 shares of Common Stock and 9,366 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan. See Notes (15), (16) and (17) below. The address of the Mendelson Reporting Group is 825 Brickell Bay Drive, 16th Floor, Miami, Florida 33131.

(4)

Based on information in a Schedule 13 D/A filed on January 31, 2020, all shares are beneficially owned by Dr. Herbert A. Wertheim and on behalf of the following entities, all of which have shared voting power and shared dispositive power over the shares listed: Dr. Herbert A. Wertheim Trust (3,984,876 shares of Common Stock and 928,593 shares of Class A Common Stock); Dr. Herbert and Nicole Wertheim Family Foundation, Inc. (90,595 shares of Common Stock and 644,057 shares of Class A Common Stock); Nicole Wertheim, Dr. Herbert A. Wertheim’s wife (114,231 shares of Class A Common Stock); Brookhill Consultants Limited, a Bahamas corporation (9,533 shares of Common Stock and 3,814,696 shares of Class A Common Stock); Brookhill Trust (969,618 shares of Class A Common Stock); Erica Wertheim Zohar Living Trust (15,733 shares of Common Stock and 32,371 shares of Class A Common Stock); The Wertheim Irrevocable Trust #1 (20,926 shares of Class A Common Stock); and the Alexa Ava Zohar Living Trust, the Elan Wertheim Zohar Living Trust, the Ethan Brumer Living Trust, and the Julia Sophie Brumer Living Trust (each with 2,382 shares of Common Stock). The address of Dr. Wertheim is 4470 SW 74th Avenue, Miami, Florida 33155.

(5)

Based on information in Schedules 13G/A filed on January 24, 2023 and February 1, 2022, all shares are beneficially owned by BlackRock, Inc., a parent holding company, and on behalf of its wholly owned subsidiaries (i) BlackRock Life Limited; (ii) Aperio Group, LLC; (iii) BlackRock (Netherlands) B.V.; (iv) BlackRock Institutional Trust Company, National Association; (v) BlackRock Asset Management Ireland Limited; (vi) BlackRock Financial Management, Inc.; (vii) BlackRock Japan Co., Ltd.; (viii) BlackRock Asset Management Schweiz AG; (ix) BlackRock Investment Management, LLC; (x) BlackRock Advisors, LLC; (xi) BlackRock Investment Management (UK) Limited; (xii) BlackRock Asset Management Canada Limited; (xiii) BlackRock (Luxembourg) S.A.; (xiv) BlackRock Investment Management (Australia) Limited; (xv) BlackRock Advisors (UK) Limited; (xvi) BlackRock Fund Advisors; (xvii) BlackRock Asset Management North Asia Limited; (xviii) BlackRock (Singapore) Limited; and (xix) BlackRock Fund Managers Ltd. BlackRock, Inc. has (i) sole dispositive power over 5,120,681 shares, or 9.39%, of Common Stock, and sole voting power over 4,655,322 shares, or 8.53%, of Common Stock and (ii) sole dispositive power over 4,451,287 shares, or 5.42%, of Class A Common Stock, and sole voting power over 3,853,880 shares of Class A Common Stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(6)

Based on information in Schedules 13G/A filed on February 10, 2022, all shares are beneficially owned by The Vanguard Group, Inc., a registered investment adviser. The Vanguard Group, Inc. has shared voting power over 52,312 and 73,445 shares of Common Stock and Class A Common Stock, respectively. The Vanguard Group, Inc. has sole dispositive power over 3,243,081 shares, or 5.94%, of Common Stock and 7,266,915 shares, or 8.85%, of Class A Common Stock. The Vanguard Group, Inc. has shared dispositive power over 103,194 shares of Common Stock and 163,256 shares of Class A Common Stock. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(7)

Based on information in a Schedule 13G/A filed on February 9, 2022, all shares are beneficially owned by FMR LLC, a parent holding company, and on behalf of its wholly owned subsidiaries (i) FIAM LLC IA; (ii) Fidelity Institutional Asset Management Trust Company BK; (iii) Fidelity Management & Research Company LLC IA; (iv) Fidelity Management Trust Company BK; (v) FMR Investment Management (UK) Limited Fl; and (vi) Strategic Advisers LLC IA and by Abigail P. Johnson, who is a Director, the Chairman and the Chief Executive Officer of FMR LLC. FMR LLC has sole voting power over 294,710 shares of Class A Common Stock and sole dispositive power over 5,149,089 shares, or 6.27%, of Class A Common Stock. The address of FMR LLC and Abigail P. Johnson is 245 Summer Street, Boson, Massachusetts 02210.

(8)	Based on information in a Schedule 13G filed on February 15, 2022. All shares are beneficially owned by Principal Global Investors, LLC, a registered investment adviser. The address of Principal Global Investors, LLC is 801 Grand Avenue, Des Moines, IA 50392.

(9)

Based on information in a Schedule 13G filed on February 14, 2022, all shares are beneficially owned by Vulcan Value Partners, LLC, a registered investment adviser. Vulcan Value Partners, LLC has sole voting power over 4,201,205, or 5.11% of Class A Common Stock and sole dispositive power over 4,287,667 shares, or 5.22% of Class A Common Stock. The address of Vulcan Value Partners, LLC is Three Protective Center, 2801 Highway 280 South, Suite 300, Birmingham, AL 35223.

(10)

Based on information in a Schedule 13G/A filed on February 11, 2022, all shares are beneficially owned by Capital World Investors, a registered investment adviser and a division of Capital Research and Management Company, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., and Capital Group Private Client Services, Inc. The address of Capital World Investors is 333 South Hope Street, 55^th Floor, Los Angeles, California 90071.

(11)	Includes 4,624 shares of Common Stock and 10,354 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Thomas M. Culligan’s account.

(12)	Mrs. Fine is a director standing for election for the first time at the 2023 Annual Meeting. Includes 1,766 shares of Common Stock held in an individual retirement account and 29 shares of Common Stock held by the HEICO Leadership Compensation Plan and allocated to Carol F. Fine’s account.

(13)	Includes 4,624 shares of Common Stock and 23,393 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Adolfo Henriques’ account and 63 shares of Common Stock and 7,126 shares of Class A Common Stock held by a Trust, whose Trustee is Adolfo Henriques.

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TABLE OF CONTENTS

(14)

Includes 4,624 shares of Common Stock and 48,747 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Mark H. Hildebrandt’s account and 3,019 shares of Class A Common Stock held in Irrevocable Trusts, whose trustees are Mark H. Hildebrandt’s wife and daughter.

(15)

Includes 540,625 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 20, 2023; 392,718 shares of Common Stock held by EAM Management Limited Partners; 427,326 shares of Common Stock held by trusts for the benefit of Eric A. Mendelson’s immediate family members; 196,740 shares of Class A Common Stock held by Mendelson International Corporation; 111,958 shares of Common Stock and 106,608 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Eric A. Mendelson’s account; 15,227 shares of Common Stock and 10,078 shares of Class A Common Stock held in an individual Keogh account; and 4,522 shares of Common Stock and 5,204 shares of Class A Common Stock owned by Eric A. Mendelson’s children. Also includes 5,456 shares of Common Stock and 9,366 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Eric A. Mendelson’s account. See Note (3) above.

(16)	Laurans A. Mendelson disclaims beneficial ownership with respect to 1,717,928 shares of Common Stock held by LAM Limited P

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

SEC Form DEF 14A filed by Heico Corporation