NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TUESDAY, OCTOBER 24, 2023

9:00 A.M. EASTERN TIME

HEADQUARTERS OF APPLIED INDUSTRIAL TECHNOLOGIES, INC.

1 Applied Plaza

East 36th Street and Euclid Avenue

Cleveland, Ohio, 44115

  1. 426-4000www.applied.com

TO THE SHAREHOLDERS OF APPLIED INDUSTRIAL TECHNOLOGIES, INC.:

We are pleased to invite you to our 2023 annual meeting of shareholders. The meeting will be at our headquarters, 1 Applied Plaza, East 36th Street and Euclid Avenue, Cleveland, Ohio, 44115, on Tuesday, October 24, 2023, at 9:00 a.m. Eastern Time. The meeting will be held for the following purposes:

  1. To elect three directors.
  2. To approve, through a nonbinding advisory vote, the compensation of Applied's named executive officers as disclosed in the attached proxy statement.
  3. To approve, through a nonbinding advisory vote, the frequency of shareholder votes regarding executive compensation.
  4. To approve the 2023 Long-Term Performance Plan.
  5. To ratify the Audit Committee's appointment of independent auditors for the fiscal year ending June 30, 2024.

HOW TO VOTE

Your vote is important! Whether or not you expect to attend the meeting, please promptly vote via the Internet, by phone, or by executing and returning the enclosed proxy card in the postage-paid envelope provided. Voting early will help avoid additional solicitation costs.

VOTING FOR REGISTERED AND RETIREMENT SAVINGS PLAN HOLDERS:

By Internet Using Your Tablet or

Smart Phone

Scan the QR code on your proxy card to vote with your mobile device

By Phone

Call 1-800-652-VOTE (8683) in the U.S. or Canada to vote

By Internet Using Your Computer

Visit www.investorvote.com/AIT

By Mail

Cast your ballot, sign your proxy card, and return by free post

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON OCTOBER 24, 2023.

The Proxy Statement and 2023 Annual Report to Shareholders are available at

WWW.APPLIED.COM/ACCESS-PROXY

Proxy Statement Table of Contents

PROXY STATEMENT TABLE OF CONTENTS

Notice of 2023 Annual Meeting of Shareholders and Proxy Statement

  • Proxy Statement Highlights
  • Introduction and Voting Information
    9 ITEM 1: Election of Directors

15 Corporate Governance

  1. Corporate Governance Documents
  1. Board Matrix
  2. Director Independence
  1. Director Attendance at Meetings
  1. Membership on Other Boards
  1. Meetings of Non-Management Directors
  1. Board Leadership Structure
  1. Committees
  1. Board's Role in Risk Oversight
  1. Environmental, Social and Governance Oversight
  2. Communications with Board of Directors
  1. Director Nominations
  1. Transactions with Related Persons

21 Director Compensation

21 Compensation Review

  1. Components of Compensation Program
  2. Stock Ownership Guideline
  1. Director Compensation Table
  2. Holdings of Major Shareholders, Officers, and Directors

24 Executive Compensation

  1. Compensation Discussion and Analysis
  1. Summary Compensation Table
  1. Grants of Plan-Based Awards Table

46 Outstanding Equity Awards at Fiscal Year-End Table

48 Option Exercises and Stock Vested Table

  1. 2023 Policies and Practices Related to the Grant of Certain Equity Awards
  2. Nonqualified Deferred Compensation
  3. Pension Plans
  4. Potential Payments upon Termination or Change in Control
  1. CEO Pay Ratio Disclosure
  2. Pay Versus Performance Disclosure
  1. Compensation Committee Report
  2. ITEM 2: Advisory (Nonbinding) Vote to Approve Executive Compensation
  1. ITEM 3: Advisory (Nonbinding) Vote on the Frequency of Shareholder Votes Regarding Executive Compensation
  2. ITEM 4: Vote to Approve 2023 Long-Term Performance Plan
  1. ITEM 5: Vote to Ratify Appointment of Independent Auditors
  2. Equity Compensation Plan Information
  3. Audit Committee Report

75 Delinquent Section 16(a) Reports

  1. Shareholder Proposals and Nominee Submissions for 2024 Annual Meeting
  2. Householding Information
  1. Other Matters
  2. Appendix - 2023 Long-Term Performance Plan

Applied Industrial Technologies 2023 Proxy Statement

1

Proxy Statement Highlights

PROXY STATEMENT HIGHLIGHTS

The highlights below include information that you will find elsewhere in this proxy statement. The highlights do not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting. Information regarding the logistics of the annual meeting begins on page 6.

Proposals and Board Recommendations

The Board of Directors makes the following voting recommendations to shareholders for the annual meeting:

Board's Voting

Proposal

Recommendation

Page

Item 1: Election of Directors

FOR each Nominee

9

Item 2: Advisory (Nonbinding) Vote to Approve Executive Compensation

FOR

64

Item 3: Advisory (Nonbinding) Vote to Approve Frequency of Shareholder Votes

Regarding Executive Compensation

ONE YEAR

67

Item 4: Approval of 2023 Long-Term Performance Plan

FOR

68

Item 5: Vote to Ratify Appointment of Independent Auditors

FOR

73

Director Nominees

Nominee

Age

Director Since

Principal Occupation

Independent

Robert J. Pagano, Jr.

60

2017

Chief Executive Officer, President, and Chairperson of the

Yes

Board, Watts Water Technologies, Inc.

Neil A. Schrimsher

59

2011

President & Chief Executive Officer, Applied Industrial

No

Technologies, Inc.

Peter C. Wallace

69

2005

Former Chief Executive Officer, Gardner Denver, Inc.

Yes

Additional information about the nominees and the other continuing directors is on pages 10-14.

2

Applied Industrial Technologies 2023 Proxy Statement

Proxy Statement Highlights

Corporate Governance Highlights

Independence

• The Board Chairman is an independent director.

• All directors are independent, except for our Chief Executive Officer.

• The independent directors meet regularly in private executive sessions without

management.

• The Board's Audit, Corporate Governance & Sustainability, and Executive Organization &

Compensation Committees are each composed solely of independent directors.

Board Oversight of

• The Board, as a whole and through its committees, oversees and monitors risk management.

Risk Management

In this role, the Board is responsible for determining that the risk management processes

designed and implemented by management are adequate and functioning as designed.

• We have five Audit Committee financial experts.

Board Evaluations,

• Our Board and its key committees perform annual self-evaluations.

Refreshment, and

• The evaluations contribute to efforts to ensure that the Board continues to be composed of

Composition

members with diverse experiences, attributes, and skills.

• Five directors are actively employed public company executives.

• Four current or former public company chief executive officers currently serve on the Board.

• We limit the number of other public company boards on which our directors may serve.

• Director tenures range from 1 to 18 years, average of 8 years.

• Director ages range from 51 to 71 years, average of 61 years.

Stock Ownership

• We expect each non-employee director to own, within five years after joining the Board,

Guidelines

Applied shares valued at a minimum of five times the annual retainer fees.

• Executive officers are expected not to dispose of stock unless their "owned" shares' market

value equals or exceeds the following annual base salary multiples immediately after the

disposition: 5x for the Chief Executive Officer, 3x for other executive officers.

Additional information about our corporate governance is on pages 15-20.

Applied Industrial Technologies 2023 Proxy Statement

3

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Disclaimer

Applied Industrial Technologies Inc. published this content on 31 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 September 2023 17:08:04 UTC.