DEF 14A

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 Rule 14a-11(c) or Rule 14a-12

Lindsay 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):



☒		No fee required.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of Annual Meeting of Stockholders

The Annual Meeting of Stockholders of Lindsay Corporation (the “Company”) will be held:

Where:

As a Virtual Meeting at www.virtualshareholder
meeting.com/LNN2025

When:

Wednesday, January 8, 2025, at 8:30 a.m., Central
Standard Time

ITEMS OF BUSINESS

1. Elect three (3) directors for terms ending at the Fiscal 2028 Annual Meeting of Stockholders.

2. Approve the Lindsay Corporation 2025 Long-Term Incentive Plan.

3. Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2025.

4. Take a non-binding vote on a resolution to approve the compensation of the Company’s most highly paid executive officers.

5. Transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

LOGO

By Internet

LOGO

By Telephone

LOGO

By Proxy Card

A Proxy Statement setting forth important information with respect to each of the matters being submitted to the stockholders is enclosed with this Notice of Annual Meeting.

To access and participate in the Annual Meeting, you will need the 16-digit control number provided on your proxy card or through your broker or other nominee if you hold shares in “street name.” You will be able to attend, vote and submit questions virtually during the Annual Meeting by visiting www.virtualshareholdermeeting.com/LNN2025. There will be no physical Annual Meeting location for stockholders to attend. You may begin to log in to the meeting platform at 8:20 a.m., Central Standard Time, on January 8, 2025, and the Annual Meeting will begin promptly at 8:30 a.m., Central Standard Time.

Only stockholders holding shares of the Company’s common stock of record at the close of business on November 12, 2024 are entitled to notice of, and to vote at, the Annual Meeting. The Board of Directors is soliciting proxies to vote on behalf of all stockholders, whether or not they expect to be present at the virtual Annual Meeting. Each stockholder is encouraged to vote by proxy on the internet or by telephone as instructed on the enclosed proxy card or by completing the enclosed proxy card and mailing it in the return envelope enclosed for that purpose. Even if you vote by proxy on the internet, by telephone or by mail, you may revoke your proxy at any time prior to the Annual Meeting, and stockholders who are present at the virtual Annual Meeting may withdraw their proxies and vote virtually.

By Order of the Board of Directors

/S/ ERIC R. ARNESON

Eric R. Arneson, Secretary

Omaha, Nebraska

November 20, 2024

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to

be Held on January 8, 2025. The Proxy Statement for this Annual Meeting and Annual Report are available

online at http://www.proxyvote.com.

Table of Contents


	PAGE
Proxy Statement Summary		i

Voting Securities and Beneficial Ownership Thereof by Principal Stockholders, Directors and Officers		1

PROPOSAL 1 ELECTION OF DIRECTORS		3
Board of Directors and Committees		4
Corporate Governance		8
Board Leadership Structure		9
Board’s Role in Risk Oversight		9
Committees of the Board of Directors		10
Related Party Transactions		11
Compensation Discussion and Analysis		11
Compensation Committee Report		26
Pay Ratio Information		26
Executive Compensation		27
Pay Versus Performance		32
Compensation of Directors		35
Compensation Committee Interlocks and Insider Participation		37
Report of the Audit Committee		37

PROPOSAL 2 APPROVAL OF LINDSAY CORPORATION 2025 LONG-TERM INCENTIVE PLAN		38

PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		45

PROPOSAL 4 ADVISORY VOTE ON EXECUTIVE COMPENSATION		46

Submission of Stockholder Proposals		47

Other Matters		50

APPENDIX A – LINDSAY CORPORATION 2025 LONG-TERM INCENTIVE PLAN		A-1


		PROXY STATEMENT SUMMARY

Proxy Statement Summary

This Proxy Statement Summary is furnished to assist in your review of the matters to be acted upon at the Annual Meeting of Stockholders. The following information is only a summary, and you should read the entire Proxy Statement before voting. For more complete information on these topics, please review the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024 and this Proxy Statement.

Voting Items


	Board Recommendation	Page

Proposal 1 – Election of three (3) directors	FOR all nominees	3

Proposal 2 – Approval of the Lindsay Corporation 2025 Long-Term Incentive Plan	FOR	38

Proposal 3 – Ratification of appointment of independent registered public accounting firm for fiscal 2025	FOR	45

Proposal 4 – Advisory vote on executive compensation	FOR	46

Virtual Annual Meeting

Again this year, the Company will be conducting a virtual Annual Meeting of Stockholders via a live webcast. The Company has been pleased with its use of this technology for recent Annual Meetings and continues to believe that hosting a virtual Annual Meeting enables increased stockholder attendance and participation while reducing the costs of holding the Annual Meeting. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting http://www.virtualshareholdermeeting.com/LNN2025 and logging in with the 16-digit control number provided on your proxy card or through your broker or other nominee if you hold shares in “street name.” If you have difficulties during the check-in time or during the Annual Meeting, technicians will be ready to assist you with any difficulties you may encounter. If you encounter any difficulties accessing the Annual Meeting, please call the technical support number that will be posted on the Annual Meeting platform’s log-in page. The Company will endeavor to address as many stockholder-submitted questions as time permits that comply with the Annual Meeting’s rules of conduct. The Company reserves the right to edit any inappropriate language and to exclude questions regarding topics that are not pertinent to proposals or the Company’s business. If substantially repetitious questions are submitted, such questions may be grouped together and a single response may be provided to avoid repetition in the interest of time and fairness to all stockholders.

Fiscal 2024 Highlights

Fiscal 2024 marked a year of significant achievements for the Company, in which the Company’s steady execution and commitment to solid operating performance helped to overcome weaker agriculture fundamentals that impacted its irrigation business. In the face of a challenging market environment, the Company’s valued employees, dealers, and distributors executed at a high level, both operationally and strategically, helping position the Company for continued success and growth. The Company’s performance supported its ability to deliver large-scale solutions, expand strategic partnerships, and fuel investments in innovation, while empowering its employees, dealers, and distributors to further the Company’s clear and compelling mission: to provide powerful irrigation, infrastructure, and industrial technology solutions that conserve natural resources, expand our world’s potential, and enhance the quality of life for people around the world.

Key highlights from fiscal 2024 include:

•

Significant Commercial Achievements.

•

The Company secured a landmark multi-year irrigation supply agreement in the Middle East and North Africa (“MENA”) region. The Company’s agreement to provide Zimmatic^TM irrigation


		PROXY STATEMENT SUMMARY

systems and FieldNET^TM remote management and scheduling technology, valued at over $100 million in revenue, is the largest project in the Company’s history and showcases the Company’s ability to support localized food production in the MENA region and to execute large-scale, complex projects that address the critical needs of customers.

•

Solid sales revenues and increased lease revenues for the Company’s Road Zipper System^TM helped provide meaningful margin expansion courtesy of the Company’s infrastructure business. Infrastructure revenues increased by over $5 million, or 6%, compared to fiscal 2023. Solid Road Zipper System sales revenues, along with increased lease revenues, resulted in a more favorable margin mix of revenues for our infrastructure business, with infrastructure operating income increasing by 57% on a year-over-year basis.

•

Commitments to Growth and Innovation.

•

The Company announced plans to invest over $50 million to modernize and expand its largest global manufacturing facility in Lindsay, Nebraska. This investment, the largest in the Company’s history, aims to improve operating efficiency, enhance product quality, increase adaptability and responsiveness to cyclical market needs, address labor availability challenges, and achieve best-in-class performance and service.

•

The Company agreed to acquire a minority interest in its strategic partner Pessl Instruments. By entering into an agreement to acquire a minority interest in Pessl Instruments, a leading global provider of advanced agricultural technology solutions, the Company strengthened its previously existing strategic partnership with Pessl and showed its commitment to accelerating integrated innovations in water management, increasing global reach and providing new, valued solutions to conserve natural resources and expand growers’ potential globally. The agreement also provides the Company with an option to acquire the remainder of Pessl Instruments at a later date.

•

The Company enhanced its FieldNET Advisor^TM precision irrigation management system. With an array of upgrades and new product enhancements to the additional data now available through new enhancements, growers have an even more powerful tool to help reduce input costs, to conserve valuable resources, and to apply the precise amount of water needed for healthier crops and higher yields.

•

The Company celebrated the first installation of its TAU-XR^TM Xpress Repair Crash Cushion. This latest innovation in Lindsay Transportation Solutions’ lineup of crash cushion systems reflects the Company’s unwavering commitment to advancing technologies that safeguard lives and improve roadway efficiency.

•

Delivering for Our Stockholders.

•

The Company utilized its strong balance sheet to deliver immediate returns to its stockholders while funding growth initiatives and other long-term stockholder value creation opportunities. The Company’s operating performance, along with effective working capital management, resulted in free cash flow generation that exceeded net earnings for the second consecutive year. The Company increased its quarterly stock dividend by three percent, committing to a new annual indicated rate of $1.44 per share of common stock. The Company also executed $22.5 million in opportunistic share repurchases. The Company’s strong balance sheet enables the Company to deliver such immediate returns to stockholders while continuing to allocate capital to high-value organic and inorganic investments aimed at fortifying the Company’s position as a market leader in its core segments.

•

Prioritizing Our Employees.

•

The Company prioritized employee engagement and safety. The Company hosted two global employee meetings from its facilities in Turkey and South Africa. The Company launched the “One Lindsay Voices” initiative at its South Africa facility, providing structured programs for employees to provide input on key action items and to participate in thoughtful roundtable discussions with senior leadership. The Company was proud to be voted as a “Great Place to Work in Brazil” for the second year in a row. The Company also reported a meaningful decrease in global safety incidents in fiscal 2024.


		PROXY STATEMENT FOR FISCAL 2025 ANNUAL MEETING OF STOCKHOLDERS

Proxy Statement for

Fiscal 2025 Annual Meeting of

Stockholders

This Proxy Statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders of Lindsay Corporation (the “Company”) to be held virtually via a live webcast on Wednesday, January 8, 2025, at the time, on the website and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Only record holders of the Company’s common stock at the close of business on November 12, 2024 are entitled to vote at the virtual Annual Meeting.

The accompanying proxy is solicited on behalf of the Board of Directors of the Company and is revocable at any time before it is exercised by written notice of revocation delivered to the Secretary of the Company or by filing a later dated proxy with him. Furthermore, stockholders who are present at the virtual Annual Meeting may withdraw their proxies and vote virtually. All shares of the Company’s common stock represented by properly executed and unrevoked proxies will be voted by the Board of Directors of the Company in accordance with the directions given therein. Where no instructions are indicated, proxies will be voted in accordance with the recommendation of the Board of Directors with respect to each of the proposals set forth in this Proxy Statement for consideration at the Annual Meeting. Shares of common stock entitled to vote and represented by properly executed, returned and unrevoked proxies will be considered present at the virtual Annual Meeting for purposes of establishing a quorum, including shares with respect to which votes are withheld, abstentions are cast or there are broker non-votes.

The principal executive offices of the Company are located at 18135 Burke Street, Suite 100, Omaha, Nebraska 68022.

This Proxy Statement and the proxy cards are first being mailed to stockholders on or about November 20, 2024.

Voting Securities and Beneficial Ownership Thereof by Principal Stockholders, Directors and Officers

As of November 12, 2024 (the “Record Date”), there were 10,856,112 shares of the Company’s common stock issued and outstanding. Each share of common stock is entitled to one vote upon each matter to be voted on at the Annual Meeting. There is no cumulative voting with respect to the election of directors.

The table below sets forth, as of the Record Date, the beneficial ownership of the Company’s common stock by each director, by each nominee to become a director, by each of the executive officers named in the Summary Compensation Table (the “Named Executive Officers”), and by all current executive officers and directors of the Company as a group. The shares beneficially owned by executive officers and directors of the Company represent approximately 1.7% of the total shares outstanding on the Record Date and entitled to vote at the Annual Meeting. The Board of Directors believes that all of such shares currently issued and outstanding will be present at the Annual Meeting and will be voted in accordance with the recommendation of the Board of Directors with respect to each proposal being considered at the Annual Meeting. The table below also sets forth the beneficial ownership of the Company’s common stock by each other stockholder believed by the Company to beneficially own more than 5% of the outstanding shares of the Company’s common stock based on a review of reports on Schedule 13D and Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) with respect to the Company’s common stock.

PROXY STATEMENT FOR FISCAL 2025 ANNUAL

MEETING OF STOCKHOLDERS

Beneficial ownership of the Company’s common stock is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock subject to options currently exercisable or exercisable within 60 days of the Record Date and restricted stock units that will be settled into shares of common stock within 60 days of the Record Date are deemed to be outstanding and beneficially owned by the person, but such shares are not actually outstanding and may not be voted at the Annual Meeting.

Name

Number of Shares
Beneficially Owned⁽¹⁾

Percent
of Class

Executive Officers, Directors, and Director Nominees

Robert E. Brunner, Director and Chairperson of the Board

9,919⁽²⁾

Michael N. Christodolou, Director

13,803

Pablo Di Si, Director

3,322⁽³⁾

Ibrahim Gokcen, Director

2,714

Mary A. Lindsey, Director

4,789⁽²⁾

Consuelo E. Madere, Director

5,649⁽²⁾

David B. Rayburn, Director

8,780

Randy A. Wood, Director, President and Chief Executive Officer

68,709⁽⁴⁾

Brian L. Ketcham, Senior Vice President and Chief Financial Officer

36,133⁽⁴⁾

Gustavo E. Oberto, President—Irrigation

11,501⁽⁴⁾

J. Scott Marion, President—Infrastructure

15,428⁽⁴⁾

All current executive officers and directors as a group (11 persons)

180,747⁽⁴⁾

1.7%

Other Stockholders

BlackRock, Inc.⁽⁵⁾

1,895,086

16.9%

The Vanguard Group⁽⁶⁾

1,279,819

11.8%

Neuberger Berman Group LLC⁽⁷⁾

815,299

7.5%

*	Represents less than 1% of the outstanding shares of the Company’s common stock.

⁽¹⁾	Each stockholder not shown as being part of a group owns all outstanding shares directly and has sole voting and investment power over such shares, or shares such power with a spouse.

⁽²⁾

Includes 1,575 restricted stock units that have vested but have been deferred pursuant to an election permitted by the Lindsay Corporation Directors Nonqualified Deferred Compensation Plan. The director shall have no voting rights with respect to the shares associated with such deferred restricted stock units while they remain deferred.

⁽³⁾

Includes 2,682 restricted stock units that have vested but have been deferred pursuant to an election permitted by the Lindsay Corporation Directors Nonqualified Deferred Compensation Plan. The director shall have no voting rights with respect to the shares associated with such deferred restricted stock units while they remain deferred.

⁽⁴⁾	Includes 42,934; 23,402; 7,309; 9,622; and 83,267 shares which may be acquired currently or within 60 days of the Record Date pursuant to the exercise of options by Messrs. Wood, Ketcham, Oberto, Marion, and the current executive officers and directors as a group, respectively.

⁽⁵⁾	The address for this stockholder is 50 Hudson Yards, New York, New York 10001.

⁽⁶⁾	The address for this stockholder is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

⁽⁷⁾	The address for this stockholder is 1290 Avenue of the Americas, New York, New York 10104.


		PROPOSAL 1 ELECTION OF DIRECTORS

Proposal 1 Election of Directors

The Company’s Certificate of Incorporation requires that the Board of Directors be divided into three classes that are elected to the Board on a staggered basis for three-year terms. At the Annual Meeting, the terms of three directors will terminate and stockholders will be voting on nominees to fill these three positions on the Board. Accordingly, the Board of Directors, upon recommendations made by the Corporate Governance and Nominating Committee, has nominated Pablo Di Si, Mary A. Lindsey, and Consuelo E. Madere to serve as directors for terms ending at the Fiscal 2028 Annual Meeting.

Mr. Di Si, Ms. Lindsey, and Ms. Madere are current directors of the Company serving for terms that will expire as of the date of the Annual Meeting. Each of Mr. Di Si, Ms. Lindsey, and Ms. Madere has expressed an intention to serve, if elected. The Board of Directors knows of no reason why any of them might be unavailable to continue to serve, if elected. There are no arrangements or understandings between Mr. Di Si, Ms. Lindsey, or Ms. Madere, on the one hand, and any other person, on the other hand, pursuant to which they were nominated to serve on the Board of Directors.

The election of a director requires the affirmative vote of a plurality of the votes cast virtually or by proxy by persons entitled to vote at the Annual Meeting. Consequently, votes withheld and broker non-votes with respect to the election of directors will have no impact on the election of directors. If Mr. Di Si, Ms. Lindsey, or Ms. Madere is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Corporate Governance and Nominating Committee may recommend to the Board of Directors. Proxies cannot be voted for a greater number of persons than the three director nominees named in this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION

OF MR. DI SI, MS. LINDSEY, AND MS. MADERE AS DIRECTORS OF THE COMPANY WITH

TERMS ENDING AT THE FISCAL 2028 ANNUAL MEETING.


		PROPOSAL 1 ELECTION OF DIRECTORS

Board of Directors and Committees

The following sets forth certain information regarding the directors and director nominees of the Company, including the three persons who have been nominated to serve for new terms expiring at the Fiscal 2028 Annual Meeting. Information is also provided concerning each director’s and director nominee’s specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that each of them should serve as a director of the Company. The Board of Directors has determined that each of the non-employee directors, Messrs. Brunner, Christodolou, Di Si, Gokcen and Rayburn and Mses. Lindsey and Madere, are independent directors of the Company under the listing standards adopted by the New York Stock Exchange (“NYSE”).

Director Qualifications, Skills, and Background

The following matrix highlights the Board of Directors’ broad range of qualifications, skills, and perspectives, producing a balanced and well-informed mix that facilitates the Board’s oversight of management and the Board’s ability to address the Company’s strategic opportunities and risks.

The matrix sets forth the primary factors which the Board of Directors believes are important to the Company’s business and industry and which the Corporate Governance and Nominating Committee considers in connection with identifying and recommending nominees to serve as directors. While marked qualifications, skills, and experiences indicate strong expertise or experience in the applicable category or categories, the matrix does not encompass all of the directors’ abilities.

The matrix also presents additional information regarding each director and director nominee’s background attributes. With an average age of 61 (with ages ranging from 46 to 76) and an average tenure of 9 years of service on the Board of Directors (with tenures ranging from 3 years to 25 years), each director brings a unique viewpoint as evidenced in part in the matrix below. While certain diversity characteristics, such as gender, race, and ethnicity, are important factors considered by the Corporate Governance and Nominating Committee when identifying, reviewing, and recommending nominees to serve as directors, neither the Board of Directors nor the Corporate Governance and Nominating Committee have a formal policy with regard to consideration of such factors. Directors, nominees, and prospective nominees are not discriminated against on the basis of gender, race, religion, national origin, sexual orientation, disability, or any other basis prescribed by law.

Brunner

Christodolou

Gokcen

Lindsey

Madere

Di Si

Rayburn

Wood

Qualifications, Skills, & Experience

Ag/Infrastructure/Energy Industry Experience

●

Global Business Experience

●

Public Company Senior Executive Leadership

●

Financial/Capital Markets

●

Innovation/Technology

●

Corporate Governance/Risk/Legal/Regulatory

●

Operations/Manufacturing/Supply Chain

●

Strategy

●

M&A

●

Cybersecurity

●

HR/Talent Management

●

Public Board

●

Background

Age

Board Tenure

Gender

Non-U.S. or Dual Citizenship

●

Race/Ethnicity

White/Caucasian

●

Hispanic/Latin American

●

Middle Eastern

●


		PROPOSAL 1 ELECTION OF DIRECTORS

NOMINEES FOR ELECTION – Terms to expire at the Fiscal 2028 Annual Meeting

Pablo Di Si

Age: 55

Director Since: 2022

Independent

Key skills and experience

• International operations

• Business management and development

• Knowledge of corporate finance, taxation and accounting

• Accounting principles, internal controls and audit committee functions

Board Committee Membership

• Audit Committee (financial expert)

• Human Resources and Compensation Committee

Other Current Directorships

• Copersucar

• JHSF Participações, S.A. and JHSF International

Pablo Di Si, age 55, is the former President and Chief Executive Officer of Volkswagen Group of America and the former Chief Executive Officer of Volkswagen North American Region. Mr. Di Si joined Volkswagen, a multinational automotive manufacturing company, in 2014 as Chief Operating Officer and Chief Financial Officer of Argentina and was subsequently appointed as President and Chief Executive Officer of Argentina in 2016 and as President and Chief Executive Officer of Latin America in 2017. Mr. Di Si then served as President and Chief Executive Officer of Volkswagen Group of America and Chief Executive Officer of Volkswagen North American Region from 2022 to 2024. Prior to joining Volkswagen, Mr. Di Si held various key positions in finance, business development, and project management with CNH Global, Fiat Industrial S.p.A., Kimberly-Clark Corporation, Monsanto, and Abbott Laboratories. Since 2021, Mr. Di Si has served as a member of the Board of Directors of Copersucar, a global trader of sugar and ethanol. Since 2023, Mr. Di Si has served as an independent member of the Boards of Directors of JHSF Participações (Brazil’s Bovespa “JHSF”) and its parent company JHSF International. JHSF is a Brazilian luxury real estate and hotel conglomerate. Since 2023, Mr. Di Si has served as Chairman of Autos Drive America, a trade association that represents international automakers with presences in the United States. Mr. Di Si has completed the Managing Efficient Boards program at Harvard University and the CEO Global Program at Wharton, IESE and CEIBS Business School. Mr. Di Si has been a director of the Company since 2022 and he is also a member of the Company’s Audit Committee and the Company’s Human Resources and Compensation Committee. Mr. Di Si’s experience in international operations and business management and development, as well as his knowledge of corporate finance, taxation and accounting, provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. Di Si an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that he qualifies as an audit committee financial expert.

Mary A. Lindsey

Age: 69

Director Since: 2018

Independent

Key skills and experience

• Investor relations

• International and domestic M&A

• Knowledge of corporate finance, capital and debt markets, taxation and accounting

• Legal experience

• Accounting principles, internal controls and audit committee functions

Board Committee Membership

• Audit Committee (Chair; financial expert)

• Corporate Governance and Nominating Committee

SEC Form DEF 14A filed by Lindsay Corporation