Document

DEF 14A 1 terexcorp-proxy.htm DEF 14A Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant S

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))
S			Definitive Proxy Statement
£			Soliciting Material under § 240.14a-12

TEREX 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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TEREX CORPORATION

45 Glover Avenue, 4th Floor, Norwalk, Connecticut 06850

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 6, 2021

The Annual Meeting of Stockholders of Terex Corporation (“Terex” or the “Company”) will be held on Thursday, May 6, 2021, at 10:00 a.m., Eastern Time (the “Annual Meeting”). We are pleased to announce that this year’s Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted live via the Internet. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/terex2021. At the Annual Meeting, the following items of business will be considered:

1.To elect eight (8) directors of the Company to hold office for one year or until their successors are duly elected and qualified.

2.To hold an advisory vote to approve the compensation of the Company’s named executive officers.

3.To approve an amendment to the Terex Corporation 2018 Omnibus Incentive Plan.

4.To ratify the selection of KPMG LLP as the independent registered public accounting firm for the Company for 2021.

5.To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are described more fully in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The Board of Directors of the Company has fixed the close of business on March 12, 2021 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting.

The United States Securities and Exchange Commission rules allow us to furnish proxy materials to our stockholders on the Internet. We are pleased to utilize these rules and believe that they enable us to provide our stockholders with the information that they need while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

On or about March 26, 2021, we will be mailing our Notice of Internet Availability of Proxy Materials to most of our stockholders, which contains instructions for our stockholders’ use of this process, including how to access our 2021 Proxy Statement and 2020 Annual Report and how to vote online. If you received only a Notice of Internet Availability of Proxy Materials this year, the Notice contains instructions on how you may receive a paper copy of the Proxy Statement and Annual Report.

EVERY STOCKHOLDER’S VOTE IS IMPORTANT. While all stockholders are invited to attend the Annual Meeting virtually via the Internet, we urge you to vote whether or not you will be present at the Annual Meeting. You may vote by telephone or via the Internet. If you received a paper copy of the proxy card by mail, you may complete, date and sign the proxy card and return it in the envelope provided. No postage is required if the proxy card is mailed in the United States. You may withdraw your proxy or change your vote at any time before your proxy is voted, either by voting at the Annual Meeting, by proxy, by telephone or via the Internet. Please vote promptly in order to avoid the additional expense of further solicitation.

BY ORDER OF THE BOARD OF DIRECTORS,

SCOTT POSNER

Secretary

March 26, 2021

Norwalk, Connecticut

TEREX CORPORATION

45 Glover Avenue, 4th Floor, Norwalk, Connecticut 06850

TABLE OF CONTENTS


Notice of 2021 Annual Meeting of Stockholders

PROXY SUMMARY						1
General Information About the Annual Meeting and Voting						2
How to Vote						3
Annual Meeting Agenda and Voting Recommendations						3

DIRECTORS AND GOVERNANCE						4
Proposal 1: Election of Directors						4
Summary of Director Skills, Experience & Attributes						7
Summary of Director Diversity						8
Board Meetings and Corporate Governance						8
Director Independence						8
Board Leadership Structure						9
Risk Oversight						9
Corporate Governance Principles						10
Code of Ethics and Conduct						10
Board Committees						10
Board Committee Membership and Roster						11
Audit Committee Meetings and Responsibilities						11
Compensation Committee Meetings and Responsibilities						12
Compensation Risk Assessment						12
Compensation Committee Interlocks and Insider Participation						12
Governance and Nominating Committee Meetings and Responsibilities						12
Director Compensation						13
Certain Relationships and Related Transactions						15
Security Ownership of Certain Beneficial Owners and Management						15


COMPENSATION						17
Proposal 2: Advisory Vote to Approve the Compensation of the Named Executive Officers						17
Compensation Discussion and Analysis						18
Compensation Committee Report						29
Executive Officers						30
Executive Compensation Tables						31
Summary Compensation Table						31
Grants of Plan-Based Awards						32
Outstanding Equity Awards at Fiscal Year-End						33
Option Exercises and Stock Vested						36
Nonqualified Deferred Compensation						36
Potential Payments Upon Termination or Change in Control						37
Equity Compensation Plan Information						41
CEO Pay Ratio						41

APPROVAL OF AN AMENDMENT TO THE TEREX CORPORATION 2018 OMNIBUS INCENTIVE PLAN						42
Proposal 3: Approval of an Amendment to the Terex Corporation 2018 Omnibus Incentive Plan						42
AUDIT						47
Proposal 4 : Ratification of Independent Registered Public Accounting Firm						47
Audit Committee Report						49

OTHER IMPORTANT INFORMATION						50
APPENDIX A: TEREX CORPORATION AMENDED AND RESTATED 2 018 OMNIBUS INCENTIVE PLAN						A-1

PROXY SUMMARY

2021 ANNUAL MEETING OF STOCKHOLDERS


Date: Thursday, May 6, 2021 Time: 10:00 a.m. Eastern Time			Place: Live via the Internet at www.virtualshareholdermeeting.com/terex2021

This proxy summary is intended to provide important information related to the Annual Meeting (as defined below). As this is only a summary, Terex Corporation (“Terex” or the “Company”) encourages you to read the entire Proxy Statement for more information prior to voting.

OUR PROACTIVE COVID-19 RESPONSE

As with many other businesses, we faced unprecedented challenges in our operations from COVID-19. Terex continues to proactively address the implications from COVID-19, and our team members are working together to serve our customers while following strict preventive guidelines to ensure everyone’s safety. In March 2020, we quickly established a cross-functional Coronavirus Response Team that continues to meet on a regular basis to establish processes, share best practices and put appropriate protocols in place globally.

We are taking stringent precautions. From the earliest days of the outbreak, Terex implemented the advice and guidance of the Centers for Disease Control and Prevention and the World Health Organization as well as following local country directives and guidance. Where practical, many team members are working remotely. We implemented strict travel restrictions and limited onsite visitors. For those working on-site, we are following recommended preventive protocols including health and thermal checks, face coverings, distancing, reducing team member concentration, disinfecting surfaces, sending team members home if they feel ill, and following guidelines for quarantine and other steps to keep the work environment safe. The COVID-19 pandemic has also created stress that affects both individuals and families and we have provided emotional support services for our team members.

We are pleased with the level of cooperation from our team members, keeping themselves, their colleagues and our customers safe.

WE ARE COMMITTED TO DIVERSITY, EQUITY & INCLUSION

Terex is committed to increasing and retaining demographic diversity at all levels of our global workforce. We extend a warm welcome to team members of every race, gender, age, religion, identity or experience. We encourage, value and support non-majority team members in all of our facilities worldwide. We actively seek their engagement and partnership, as we understand that diversity of background, thought and experience leads to improved problem-solving and greater innovation.

We want all of our team members to have the opportunity to reach their full potential in support of Terex goals. Our culture is

defined by our Terex Way values — Integrity, Respect, Improvement, Servant Leadership, Courage and Citizenship. Our values of Respect and Improvement guide us to maintain an inclusive, supportive, equitable, and safe workplace, and to encourage and embrace diverse voices.

Diversity in and of itself is not sufficient. We strive to be fair and impartial in our decisions, ensuring Equity within our workplace. By doing so, we create a sense of Inclusion for all our team members. We are committed to Diversity, Equity & Inclusion so we can make Terex the kind of place where every team member feels valued, listened to, and appreciated.

In 2020, we committed to expand our primary Diversity, Equity & Inclusion focus areas to include race and ethnicity, to ensure that members of under-represented groups have a sense of belonging and can thrive within our organization.

WE HAVE AN ENGAGED, DIVERSE AND INDEPENDENT BOARD OF DIRECTORS

The Terex Board of Directors (the “Board”) is committed to ethical conduct and good corporate governance. Our Board oversees the strategic direction of our company, promotes the long-term interests of our shareholders, and drives management accountability.

Directors are selected to serve on our Board based on their integrity, diversity, experience, sound judgment in areas relevant to the Company’s businesses, and willingness to commit the time required to the Board.

We are proud of the diversity of our Board. Three of our eight directors are women, one is Caribbean-American, and one is Native American. Our directors are also diverse in their skills and experiences in industry, operations, financial, international or other attributes.



			2021 PROXY STATEMENT			1

PROXY SUMMARY


General Information About the Annual Meeting and Voting

This Proxy Statement is furnished to stockholders of Terex in connection with the solicitation of proxies by and on behalf of the Board for use at the Annual Meeting of Stockholders of the Company to be held at 10:00 a.m., Eastern Time, on May 6, 2021, virtually via the Internet at www.virtualshareholdermeeting.com/terex2021 and at any adjournments or postponements thereof (collectively, the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”).

During the Annual Meeting, the Company will also give stockholders the opportunity to ask questions of the Company’s Compensation Committee chairperson and provide feedback on the Company’s executive compensation program.

As of March 12, 2021, the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting, the Company had outstanding 69,726,653 shares of common stock, $.01 par value per share (“Common Stock”).

Under rules and regulations of the United States Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner of our Common Stock, we are furnishing proxy materials, which include our Proxy Statement and Annual Report, to our stockholders over the Internet and providing a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) by mail to all of our stockholders, other than to stockholders who previously elected to receive a printed copy of the proxy materials. Those stockholders that previously elected to receive printed proxy materials will each receive such materials by mail. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials unless you request to receive these materials in hard copy by following the instructions provided in the Internet Notice. Instead, the Internet Notice will instruct you how you may access and review all of the important information contained in the proxy materials over the Internet. The Internet Notice also instructs you how you may submit your proxy via telephone or the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Internet Notice.

We are mailing the Internet Notice to our stockholders on or about March 26, 2021.

Each share of Common Stock is entitled to one vote per share for each matter to be voted on at the Annual Meeting. Nominees for the Board will be elected if more votes are cast in favor of the nominee than are cast against the nominee by the holders of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. Each other matter to be voted upon at the meeting requires the affirmative vote of a majority of the

shares of Common Stock present in person or represented by proxy and entitled to vote.

A quorum of stockholders is constituted by the presence, in person or by proxy, of holders of record of Common Stock representing a majority of the aggregate number of votes entitled to be cast. Abstentions and broker non-votes will be considered present for purposes of determining the presence of a quorum. With respect to all matters to be voted upon at the Annual Meeting, abstentions will have the effect of a negative vote and broker non-votes will not be considered as votes cast and thus will have no effect on the outcome of the vote.

Proxy solicitations by the Board will be made by mail, by phone, via the Internet or by personal interviews conducted by officers or employees of the Company. All costs of solicitations, including (a) printing and mailing of the Notice of Internet Availability of Proxy Materials, (b) the printing and mailing of this Proxy Statement and accompanying material, (c) the reimbursement of brokerage firms and others for their expenses in forwarding solicitation material to the beneficial owners of the Company’s stock, and (d) supplementary solicitations to submit proxies, if any, will be borne by the Company.



2						2021 PROXY STATEMENT

PROXY SUMMARY


How To Vote


In order that your shares of Common Stock may be represented at the Annual Meeting, you are requested to vote your proxy using one of the following methods:

using the internet at www.proxyvote.com	call the number included on your proxy card or notice	mail your signed proxy or voting instruction form	scan this QR code to vote with your mobile device

Brokers may not vote your shares on the election of directors or regarding the compensation of the Company’s named executive officers in the absence of your specific instructions as to how to vote. The Company encourages you to provide instructions to your broker regarding the voting of your shares.

If you vote via the Internet, by telephone, with your mobile device or by mailing a proxy card, we will vote your shares as you direct. For each item being submitted for stockholder vote, you may vote “for” or “against” the proposal or you may abstain from voting.

If you submit a proxy via the Internet, by telephone, with your mobile device or by mailing a proxy card without indicating your instructions, we will vote your shares consistent with the recommendations of our Board as stated in this Proxy Statement and in the Internet Notice, specifically in favor of our nominees for directors, in favor of the compensation of the Company’s named executive officers, in favor of approval of the amendment of the Terex Corporation 2018 Omnibus Incentive Plan and in favor of the ratification of the appointment of KPMG LLP as our independent registered public accounting firm. If any other matters are properly presented at the Annual Meeting for consideration, then our officers named on your proxy will have discretion to vote for you on those matters. As of the date of the

Internet Notice, we know of no other matters to be presented at the Annual Meeting.

Revocation of Proxies – Any stockholder giving a proxy has the right to attend the Annual Meeting to vote his or her shares of Common Stock (thereby revoking any prior proxy). Any stockholder also has the right to revoke the proxy at any time by executing a later-dated proxy, by telephone, via the Internet or by written revocation received by the Secretary of the Company prior to the time the proxy is voted. All properly executed and unrevoked proxies delivered pursuant to this solici

SEC Form DEF 14A filed by Terex Corporation