DEF 14A 1 nc10019677x1_def14a.htm DEF 14A

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. )

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SPX FLOW, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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13320 Ballantyne Corporate Place

Charlotte, North Carolina 28277

Telephone: (704) 752-4400

Facsimile: (704) 752-4405

Marcus G. Michael

President and Chief Executive Officer

April 1, 2021

Fellow Stockholders:

We navigated through many challenges in 2020 and I am proud of the courage, compassion and commitment demonstrated by our global team members throughout the year. Despite the many personal and operational difficulties caused by the COVID-19 pandemic, our people focused their efforts on creating an outstanding experience for our customers, improving our culture of belonging and driving profitable growth in our key technologies and services:

As we close 2020 and look to the future, we are thinking and acting more aggressively to create an inflection point in operating results as we continue to build a high-performing process solutions business serving essential markets. Together our actions have created a strong culture, a more sustainable earnings stream due to a higher quality of revenue, and a foundation to accelerate growth and operating performance.

You are cordially invited to attend the SPX FLOW, Inc. (“SPX FLOW”) Annual Meeting of Stockholders on May 12, 2021 at 8:00 a.m. (Eastern Time), at the offices of SPX FLOW, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277. All SPX FLOW stockholders of record at the close of business on March 15, 2021 are welcome to attend the Annual Meeting, but it is important that your shares are represented at the Annual Meeting even if you do not plan to attend. To ensure you will be represented, as soon as possible please vote by telephone, mail, or online.

Given the ongoing pandemic, we will continue to take precautionary measures to ensure the health and well-being of our employees, visitors and communities and ask that you also make a safe, comfortable choice regarding whether to attend our in-person meeting. On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued interest in SPX FLOW.

Sincerely,

Marcus G. Michael

President and Chief Executive Officer

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13320 Ballantyne Corporate Place

Charlotte, North Carolina 28277

Telephone: (704) 752-4400

Facsimile: (704) 752-4405

Notice of Annual Meeting of Stockholders

Meeting Date:			Wednesday, May 12, 2021
Time:			8:00 a.m. (Eastern Time)
Location:			13320 Ballantyne Corporate Place Charlotte, North Carolina 28277

THE PRINCIPAL BUSINESS OF THE ANNUAL MEETING WILL BE TO:

1.	Elect the nine directors named in the accompanying Proxy Statement for a one-year term;

2.	Conduct an advisory vote on the compensation of our named executive officers;

3.	Ratify the appointment of Deloitte & Touche LLP as our independent public accountants for 2021; and

4.	Transact any other business as may properly come before the meeting or any adjournment thereof.

You can vote at the Annual Meeting in person or by proxy if you were a stockholder of record at the close of business on March 15, 2021. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.

This year, we are again electronically disseminating Annual Meeting materials to some of our stockholders, as permitted under the “Notice and Access” rules approved by the Securities and Exchange Commission. Stockholders for whom Notice and Access applies will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred.

By Order of the Board of Directors,

Peter J. Ryan

Vice President, Chief People Officer and General Counsel

Charlotte, North Carolina

April 1, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS:

The Notice of Annual Meeting, Proxy Statement and our 2020 Annual Report to Stockholders

are available electronically at

https://materials.proxyvote.com/78469X

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Table of Contents

			Page #
Proxy Summary			1
Proposal 1 - Election of Directors			4
Corporate Governance			8
Board Committees			11
Director Compensation			14
Director Compensation Table			15
Executive Compensation			16
Compensation Discussion and Analysis			16
Compensation Committee Report			26
Summary Compensation Table for 2020			27
Grants of Plan-Based Awards in 2020			29
Outstanding Equity Awards at Fiscal Year-End 2020			30
Options Exercised and Stock Vested in 2020			31
Pension Benefits			31
Nonqualified Deferred Compensation in 2020			31
Potential Payments Upon Termination or Change-in-Control			33
Risk Analysis			35
CEO Pay Ratio			35
Section 16(a) Reports			37
Equity Compensation Plan Information			38
Ownership of Common Stock			39
Proposal 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers			41
Audit Committee Report			42
Proposal 3 - Ratification of the Appointment of Independent Public Accountants			43
Questions and Answers			44
Annual Report on Form 10-K			48

2021 Proxy Statement

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Proxy Summary

Please enjoy this overview of our 2020 performance, corporate governance highlights, sustainability efforts and executive compensation practices. We encourage you to read the entire Proxy Statement before casting your vote.

ANNUAL MEETING OF STOCKHOLDERS

Time and Date:			May 12, 2021, 8:00 a.m. ET
Place:			SPX FLOW’s Headquarters 13320 Ballantyne Corporate Place Charlotte, NC 28277
Record Date:			Stockholders as of March 15, 2021 are entitled to vote
Admission:			Please follow the instructions on page 44.

Even if you plan to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) in person, we encourage you to vote in advance of the meeting via one of the following voting methods:


Vote by mail Complete, sign, date and return your proxy card in the envelope provided			Vote by telephone Call 1-800-690-6903			Vote via the Internet Go to www.proxyvote.com

MEETING AGENDA AND VOTING MATTERS

Proposal		Board’s Voting Recommendation	Page Number
No. 1	Election of Directors	✔ FOR (each nominee)	4
No. 2	Advisory Vote to Approve Executive Compensation	✔ FOR	41
No. 3	Approval of Independent Accountant	✔ FOR	43

2021 Proxy Statement

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Proxy Summary

GOVERNANCE HIGHLIGHTS

We are committed to corporate governance and continue to monitor and implement best practices to enhance our governance model. The practices set forth below provide a framework for effective governance to promote the long-term interest of our stockholders, while strengthening the Board’s and management’s accountability.

SUSTAINABILITY

Across SPX FLOW, we are making meaningful improvements to make our world safer, healthier and more sustainable. When it comes to sustainability, the company is focused in several different areas:

•	Reducing energy consumption and waste at our manufacturing sites with more than 40 projects underway this year.

•	Engineering efficiency into our products and technologies to meet customer needs

•	Helping our customers address the sustainability expectations of their consumer audiences

•	Expanding our culture of belonging and community engagement

Over the coming months, SPX FLOW will publish Solutions That Matter - our first ever environmental, social and governance report. The report will focus on five areas:

•	Putting People First

•	Opportunity for Everyone

•	Innovating How Things are Made

•	Commitment to Conserve

•	Giving Back to Our Communities

2021 Proxy Statement

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Proxy Summary

For more information regarding our ongoing commitment to sustainability, please read our Supplier Code of Conduct, Global Human Rights Policy and Environmental, Health & Safety Policy and Guiding Practices on our website (www.spxflow.com).

EXECUTIVE COMPENSATION PRACTICES

Below is a summary of executive compensation practices we have adopted and those we avoid in order to align our programs with stockholders’ long-term interests and recognized best practices:

2021 Proxy Statement

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Proposal No. 1 — Election of Directors

Ten directors currently serve on our Board of Directors. At the annual meeting in 2018, the stockholders approved an amendment to the SPX FLOW certificate of incorporation to phase out the classification of the Board of Directors and the Company implemented that amendment beginning in 2019. Beginning in the 2021 annual meeting, all directors will be up for election and eligible to serve one-year terms.

At the Annual Meeting, you will be asked to elect nine directors to be elected to serve for a term expiring at the 2022 annual meeting. Mr. Fullwood will retire from the Board of Directors effective at the commencement of the Annual Meeting.

Upon the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated Majdi B. Abulaban, Anne K. Altman, Patrick D. Campbell, Robert F. Hull, Jr., Marcus G. Michael, Jonathan M. Pratt, Sonya M. Roberts, Suzanne B. Rowland. and David V. Singer for election to serve for a term expiring at the 2022 annual meeting of stockholders, until a qualified successor director has been elected, or until he or she resigns, retires or is removed by the stockholders for cause. Each of these nominees is a current SPX FLOW director and Mr. Hull is the independent Chairman of the Board of Directors.

Each nominee has agreed to tender, promptly following his or her election, an irrevocable resignation effective upon his or her failure to receive the required vote for re-election at the next meeting at which he or she would face re-election and the acceptance of such resignation by the Board of Directors, in accordance with our Corporate Governance Guidelines. Your shares will be voted as you specify on the enclosed proxy card. If you do not specify how you want your shares voted, we will vote them FOR the election of each of Messrs. Abulaban, Campbell, Hull, Michael, Pratt and Singer and Ms. Altman, Ms. Roberts and Ms. Rowland. If unforeseen circumstances (such as death or disability) make it necessary for the Board of Directors to substitute another person for any of the nominees, your shares will be voted FOR that other person. The Board of Directors does not anticipate that any of the nominees will be unable to serve.

Our director nominees support the Company with an effective mix of experience, diversity and skills. See pages 5-7 for more information about each of our director nominees.

2021 Proxy Statement

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Proposal No. 1 — Election of Directors

NOMINEES TO SERVE UNTIL THE 2022 ANNUAL MEETING

MAJDI B. ABULABAN President and Chief Executive Officer of Superior Industries International, Inc., an aluminum wheel supplier
	Director since: 2018 Age: 57	Other Current Directorships: • Superior Industries International, Inc.	Other Experience: • Senior Vice President of Global Signal & Power Solutions, Aptiv PLC • President, Asia-Pacific, Aptiv PLC
Qualifications:
Mr. Abulaban brings significant operational, commercial and transactional experience to the Board. He has deep experience conducting global operations, with an emphasis on China and Asia-Pacific, and has led business transformation across multiple products and geographies to create substantial customer and shareholder value.

ANNE K. ALTMAN Former General Manager, US Federal and Government Industries of IBM Corporation
	Director since: 2015 Age: 62 Committee Chair: • Nominating and Governance	Other Current Directorships: • Siemens Government Technologies, Inc. (Chair) • TechFlow, Inc. • MAXIMUS, Inc. Past Directorships: • SPX Corporation (2015)	Other Experience: • Co-Founder, Everyone Matters, Inc. • General Manager, IBM Global Public Sector • General Manager, IBM Mainframe Platform Technology Business
Qualifications:
Ms. Altman brings extensive global business experience with specific background in government and information technology, including cybersecurity. Ms. Altman also contributes expertise in building relationships with government and regulatory agencies and offers valuable marketing, organizational management, and operational experience.

PATRICK D. CAMPBELL Former Senior Vice President and Chief Financial Officer of 3M Company
	Director since: 2015 Age: 68 Committee Chair: • Audit	Other Current Directorships: • Newell Brands, Inc. (Chair) • The Stanley Works (Audit Committee Chair) • Herc Holdings (Chair) Past Directorships: • SPX Corporation (2014-2015)	Other Experience: • Vice President, International and Europe, General Motors Corporation
Qualifications:
Mr. Campbell is an expert with a diverse knowledge base in finance, mergers and acquisitions, industrial operations, and information technology, gained through his broad range of experience at General Motors and 3M Company.

2021 Proxy Statement

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Proposal No. 1 — Election of Directors

ROBERT F. HULL, JR. Co-Chief Executive Officer, Tailored Brands Inc., a specialty retailer of menswear
	Director since: 2015 Age: 56 Committee Chair: Chairman of the Board	Other Current Directorships: • Mattress Firm (Audit Committee Chair) • Tailored Brands Inc. Past Directorships: • Bojangles’ Restaurants, Inc. (2017-2019) • SPX Corporation (2014-2015)	Other Experience: • Former Chief Financial Officer, Lowe’s Companies, Inc. • Founder and Chief Executive Officer, Integrity Strategic Solutions • Board Advisor: ALTO USA, HyTops and OptIn
Qualifications:
Mr. Hull brings strategy development and execution, business transformation and financial expertise, including deep knowledge of financial statement analysis, capital allocation, tax matters, and investor relations. He offers experience in leadership development, analytics, business and operational metrics, as well as mergers and acquisitions.

MARCUS G. MICHAEL President and Chief Executive Officer of SPX FLOW, Inc.
	Director since: 2016 Age: 57	Other Experience: • President, Food and Beverage, SPX Corporation • President, SPX FLOW Technology’s EMEA Region, SPX Corporation • President, Global Evaporative and Dry Cooling Businesses, SPX Cooling Technologies
Qualifications:
Mr. Michael has extensive experience with global markets, managing large project businesses and operations across EMEA. Mr. Michael brings a strong operating background to our Board and, as the only member of SPX FLOW management to serve on the Board, also contributes a level of understanding of our company not easily attainable by an outside director.

JONATHAN M. PRATT Senior Vice President and President, TA Instruments of Waters Corporation, a manufacturer of specialty measurement equipment
	Director since: 2020 Age: 51	Other Experience: • President, Beckman Coulter Life Sciences, Danaher Corporation • Vice President and General Manager, Pall Corporation • Senior Vice President, Food and Beverage, Pall Corporation
Qualifications:
Mr. Pratt has extensive knowledge in both the food and beverage and industrial markets, and global experience and demonstrated leadership in the life sciences sector. Additionally, Mr. Pratt is aligned to our focus on people and culture, creating an outstanding customer experience and high return on investment.

2021 Proxy Statement

SEC Form DEF 14A filed by SPX FLOW, Inc.