Luxfer : 2024 AGM Proxy Statement (7.7MB)

2 PROXY

0 STATEMENT

2 & NOTICE OF ANNUAL

4 GENERAL MEETING OF SHAREHOLDERS

2024 PROXY STATEMENT

A MESSAGE FROM OUR

BOARD CHAIR

Dear Luxfer Shareholders,

It is my pleasure to share the notice of Luxfer's 2024 Annual General Meeting of Shareholders ("AGM" or the "Annual General Meeting"). The AGM will be held at the Luxfer MEL Technologies site, located at Lumns Lane, Manchester, M27 8LN, United Kingdom, on June 6, 2024, at 8:30 a.m. BST. The formal notice of the AGM is set out on page 1 of this document (the "Notice"). As a holder of ordinary shares, you may attend and/or vote at the AGM, or you may appoint another person as your proxy. To be valid, a form of proxy must be submitted in accordance with the instructions set out in the section entitled "2024 Annual General Meeting Information" on page 2.

I would like to take this opportunity to reflect on the past year and outline our vision for the future. Despite facing unprecedented challenges in 2023, we remained committed to our long-term strategy to create shareholder and customer value through the development and supply of sustainable transportation solutions and life-saving defense, medical and emergency response equipment. Throughout 2023, we continued to serve niche end markets, where our technical know-how and manufacturing expertise combine to deliver a superior product. While we launched innovative products and entered new markets across a range of applications, several factors adversely impacted Luxfer's performance in 2023, especially in the second half of the year. Record-high input costs for key raw materials presented significant challenges for our global operations and commercial teams to remain competitive without sacrificing market share. Additionally, our Elektron business experienced low demand in key end markets. Despite these obstacles, our Gas Cylinders segment saw solid growth, particularly in self-contained breathing apparatus (SCBA) applications.

Patrick Mullen

Board Chair

Luxfer's management team has taken focused tactical actions to improve financial performance, including efficiency programs, minimizing expenses, and passing through higher input costs, which ultimately drove improved cash flow in the fourth quarter. In addition to these actions, the Board and I recognized the need to strategically identify ways to improve profitability and unlock shareholder value. In the fourth quarter of 2023, we initiated a strategic review, identifying three key initiatives from that review. I am proud of how quickly the Luxfer management team pivoted during this process to identify opportunities for value creation while positioning the business for long-term growth.

An important step in this journey is the planned sale of the Graphic Arts business in 2024. Although Graphic Arts is a quality business that delivers valuable products supported by an outstanding team, the business is not central to Luxfer's strategic direction. In addition to the tactical optimization steps previously outlined, we are also highly encouraged by the opportunities aligned with megatrends, such as increased demand for a number of alternative fuel products and our role in providing lightweight material technology capabilities.

Luxfer's third biannual Sustainability Report will be published in December 2024, highlighting considerable progress in our environmental, social, and governance (ESG) initiatives. This report, which will contain more granular social and environmental data, serves as a key resource for all of the Company's stakeholders.

Luxfer's strong governance practices serve as the foundation for the Company's continued execution of key strategic projects. We are proud of the extensive and impressive experience of our Directors, which further strengthens our ability to drive success. I am pleased that Luxfer continued to return meaningful capital to shareholders in the form of dividends and share buybacks, amounting to more than $16 million in 2023.

As we look to the future, I am confident that Luxfer is well positioned to overcome challenges and capitalize on opportunities, delivering sustainable value for our shareholders.

Thank you for your continued support and confidence in Luxfer. Sincerely,

Patrick K. Mullen

Board Chair

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2024 PROXY STATEMENT

A MESSAGE FROM OUR

CEO

Andy Butcher

Chief Executive

Officer

Dear Luxfer Shareholders,

Reflecting on 2023 requires looking at accomplishments while acknowledging a period of adversity. The start to the year was in line with our expectations, including a strong and broad-based uplift from our Defense, First Response, and Healthcare offerings. During the second half of the year, however, Luxfer faced significant challenges and took proactive steps towards unlocking shareholder value and positioning the business for sustainable long-term growth, a focus that we are continuing in 2024.

For the full year 2023, our Net Sales were $373.5 million with Adjusted EBITDA of $43.3 million. We encountered lower sales and profitability in the last six months of 2023, primarily driven by high raw material input costs and lower demand in key Elektron end markets. Despite these headwinds, our business delivered strong cash flow throughout the year. We ended 2023 with a strong balance sheet, Net Debt at $69.9 million and Net Debt Leverage of 1.6x.1

Strategic Review & 2023 Highlights and Achievements

Recognizing the urgency to address cost and demand issues, our Board of Directors and Executive Leadership Team embarked on a comprehensive strategic review to identify opportunities for improvement.

As a result of the strategic review, we made three important decisions. First, we determined that the Graphic Arts business is not central to Luxfer's go-forward strategy and does not align with our value proposition. Second, our revised internal Strategic Growth plan offers strong upside, and we remain highly encouraged by the opportunities for improved performance over the next few years. And third, the Gas Cylinders and Elektron segments have no significant strategic synergies, but there is no immediate need to separate them while awaiting improved capital market conditions and opportunistic timing.

Throughout this review process, I have been immensely proud of all our global leaders and associates, including all those in Graphic Arts. Our teams have remained focused and committed to putting the Customer First, while taking Accountability for driving improvements, two of Luxfer's core values. Their dedication, resolve, and creative thinking were instrumental in delivering key actions that are strengthening our business.

In Gas Cylinders, we further solidified our position in the global first responder market, extending long-term agreements with our largest customers. These agreements underscore the value our customers place on our expertise and technological know-how. We invested in our new bulk gas transportation module facility in the U.K., which is slated to come online towards the end of 2024, with future capacity for revenues of up to $40 million annually. Moreover, I am enthusiastic about the future growth opportunities in the North American CNG clean energy sector, especially with the recent developments in new engine design expected to launch in 2024.

I am also optimistic about future revenue projections for the Elektron segment. Here, we continue to develop our products and capabilities for the important Defense, Aerospace, and Clean Energy markets. Additionally, we have strategically positioned this segment to operate with an improved cost base; thanks to the recent consolidation program implemented across two of our facilities. A bright future is ahead for all these businesses.

Looking Ahead

At the heart of our strategic decisions lies our mission to help to create a safe, clean, and energy-efficient world. This is our guiding principle, driving us to innovate and deliver solutions that contribute to a better future for all.

We are already seeing some relief in some raw material pricing in 2024, especially with magnesium, which is helpful. We are actively pursuing future business growth aligned with macro trends in clean energy, aerospace, automotive, and medical applications. I am increasingly confident in our ability to increase margins and profitability as we move forward.

As we embrace the opportunities ahead, I want to express my gratitude for your continued support and confidence in our company. Thank you for being a Luxfer shareholder.

Sincerely,

Andy Butcher

Chief Executive Officer

1 Net Sales, Adjusted EBITDA, Net Debt, and Net Debt Leverage are non-GAAP measures. For a reconciliation and explanation of these non-GAAP measures, see Appendix A.

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2024 PROXY STATEMENT

TABLE OF CONTENTS

012024 ANNUAL GENERAL MEETING		06	EXECUTIVE COMPENSATION DISCUSSION
				AND ANALYSIS
	Notice of 2024 Annual General Meeting	1		Named Executive Officers	55
	2024 Annual General Meeting Information	2		Executive Compensation Framework	56
	Questions and Answers	5		2023 Executive Compensation Program	59
022024 PROXY STATEMENT SUMMARY			Pay Versus Performance	73
	Proxy Statement Summary	9		Compensation-Related Policies and	77
				Arrangements
03	RESOLUTIONS		07	EXECUTIVE COMPENSATION TABLES
	Resolutions 1-6: Election of Directors	13		Summary Compensation Table	83
	Resolution 7: Directors' Remuneration Policy	14		Grants of Plan-Based Awards in 2023	85
	Resolution 8: Directors' Remuneration Report	15		Outstanding Equity Awards at Dec. 31, 2023	86
	Resolution 9: Approval of Executive Compensation	16		2023 Option Exercises and Shares Vested Table	88
	Resolution 10: Frequency of "Say-on-Pay" Votes	17		2023 Pension Benefits	89
	Resolution 11: Independent Auditor Appointment	18	08	CEO PAY RATIO	90
	Resolution 12: Independent Auditor's	19	09	AUDIT COMMITTEE REPORT
	Remuneration
	Resolution 13: Approval of Second Amended and	20		2023 Audit Committee Report	91
	Restated Non-Executive Directors' Equity Incentive
	Plan
	Resolution 14: Authority to Issue Shares and to	26		Audit Committee Pre-Approval Policy	93
	Grant Rights to Subscribe for or Convert Securities
	Into Shares
	Resolution 15: Authority to Disapply Preemptive	28		Fees Paid to the Independent Auditor	93
	Rights to Equity Securities Issued or Sold for Cash
04LUXFER'S BOARD OF DIRECTORS AND		10	EQUITY COMPENSATION PLAN
	CORPORATE GOVERNANCE			INFORMATION
	Directors Standing for Re-Election	30		Equity Compensation Plan Information	94
	Director Biographies	31	11	SECURITY BENEFICIAL OWNERSHIP AND
				REPORTING
	Board Meetings and Committees	36		Security Ownership Table	95
	Corporate Governance	39		Section 16(A) Beneficial Ownership Reporting	97
				Compliance
	Governance Policies and Practices	42	12	ADDITIONAL INFORMATION
	Environment, Social and Governance Initiatives	44		2025 Shareholder Proposals, Where You Can	98
				Find More Information, and Forward-Looking
				Statements and Other Disclaimers
	Non-Executive Director Compensation	51	A-C	APPENDICES
05	REMUNERATION COMMITTEE REPORT			Appendix A: Reconciliation of Non-GAAP Financial	A
				Measures to GAAP Measures
	2023 Remuneration Committee Report	53		Appendix B: Directors' Remuneration Policy	B
				Appendix C: Second Amended and Restated	C
				Non-Executive Directors Equity Incentive Plan

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2024 PROXY STATEMENT

NOTICE OF

2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

DATE AND TIME	LOCATION
Thursday, June 6, 2024	Luxfer MEL Technologies
8:30 a.m. BST	Lumns Lane,
	Manchester, M27 8LN,
	United Kingdom
ORDINARY RESOLUTIONS

1. To re-elect Andy Butcher as a Director of the Company.
2. To re-elect Patrick Mullen as a Director of the Company.
3. To re-elect Richard Hipple as a Director of the Company.
4. To re-elect Clive Snowdon as a Director of the Company.
5. To re-elect Sylvia A. Stein as a Director of the Company.
6. To re-elect Lisa Trimberger as a Director of the Company.
7. To approve the Directors' Remuneration Policy.
8. To approve, by non-binding advisory vote, the Directors' Remuneration Report for the year ended December 31, 2023.
9. To approve, by non-binding advisory vote, the compensation of the Company's Named Executive Officers for the year ended December 31, 2023.
10. To approve, by non-binding advisory vote, the frequency of "Say-on-Pay" votes.
11. To ratify the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company (the "Independent Auditor") until conclusion of the 2025 Annual General Meeting.
12. To authorize the Audit Committee of the Board of Directors to set the Independent Auditor's remuneration.
13. To approve the Second Amended and Restated Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan.
14. To authorize the Board of Directors to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company, pursuant to section 551 of the U.K. Companies Act 2006 (the "Companies Act").

SPECIAL RESOLUTION

15. Subject to Resolution 14 being duly passed as an ordinary resolution, to authorize the Board of Directors to issue equity securities for cash and/or sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act regarding preemptive rights does not apply to such issuance or sale, pursuant to sections 570 and 573 of the Companies Act.

Please review the Proxy Statement accompanying this Notice for more complete information regarding the Annual General Meeting, as well as the full text of each resolution to be proposed at the Annual General Meeting. Resolutions 1 through 14 are proposed as ordinary resolutions, and Resolution 15 is proposed as a special resolution. Further information on each resolution is provided on pages 13 through 29 of the Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS:

Megan E. Glise

Company Secretary

Milwaukee, Wisconsin, USA

April 26, 2024

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2024 PROXY STATEMENT

2024 ANNUAL GENERAL MEETING

INFORMATION

GENERAL

Notice is hereby given that the Annual General Meeting of Luxfer Holdings PLC (the "Company" or "Luxfer"), a public limited company incorporated in England and Wales under Company No. 03690830, will be held on Thursday, June 6, 2024, at 8:30 a.m. BST at the Luxfer MEL Technologies site, located at Lumns Lane, Manchester, M27 8LN, United Kingdom (with entrance on Rake Lane).

ORDINARY RESOLUTIONS

Each Luxfer ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting. Resolutions 1 through 14 will be proposed as ordinary resolutions, which means, assuming a quorum is present, each of Resolutions 1 through 14 will be approved if a simple majority of the votes cast are cast in favor thereof. With respect to the non-binding, advisory votes on Resolutions 8, 9, and 10 regarding the approval of the Directors' Remuneration Report, the compensation of our Named Executive Officers, and the frequency of "Say-on-Pay" votes, the result of these votes will not require the Board of Directors or any committee thereof to take any action. However, our Board values the opinions of our shareholders as expressed through their advisory votes and will carefully consider the outcome. Additionally, Luxfer shareholders may be asked to consider and act on other business as may properly come before the Annual General Meeting or any adjournment thereof. If you are in any doubt as to what action you should take, please seek your own financial advice from your stockbroker or other independent advisor.

SPECIAL RESOLUTION

Each Luxfer ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting. Resolution 15 will be proposed as a special resolution. Assuming a quorum is present, Resolution 15 will be approved if at least 75% of the total voting rights of members entitled to vote, and who cast their vote in person or by proxy, are cast in favor thereof.

PROXY VOTING

In accordance with the Companies Act and the Company's Articles of Association, a shareholder of record is entitled to appoint another person as their proxy to exercise all or any of their rights to attend, speak, and vote at the Annual General Meeting and to appoint more than one proxy in relation to the Annual General Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by them. Such proxy need not be a shareholder of record.

WE ENCOURAGE YOU TO VOTE YOUR SHARES BY SUBMITTING A PROXY AS SOON AS POSSIBLE. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET NO LATER THAN 6:00 P.M. EDT ON JUNE 5, 2024 (11:00 P.M. BST ON JUNE 5, 2024) OR, IF YOU ARE VOTING BY MAIL, YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD BY SAID TIME ON JUNE 5, 2024.

RECORD DATE

Only Luxfer shareholders of record at the close of business, Eastern Daylight Time, on April 17, 2024, the voting notice record date (the "Record Date") for the Annual General Meeting, are entitled to receive notice of and vote at the Annual General Meeting. Changes to entries on the register after the Record Date will be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting. If you are the beneficial owner of Luxfer ordinary shares (i.e., hold your Luxfer ordinary shares in "street name") as of April 17, 2024, you will have the right to direct your broker, bank, trust, or other nominee on how to vote such Luxfer ordinary shares at the Annual General Meeting.

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2024 PROXY STATEMENT

HOW TO VOTE

We encourage you to cast your vote by one of the following methods:

VOTE BY INTERNET

www.envisionreports.com/LXFR

VOTE BY PHONE

1-800-652-VOTE (8683)

*Available to US and Canadian holders only

VOTE BY MAIL

See Proxy Card

If your Luxfer ordinary shares are held in "street name" by your broker, bank, trust, or other nominee, only that holder can vote your Luxfer ordinary shares, and the vote cannot be cast unless you provide instructions to your broker, bank, trust, or other nominee or obtain a legal proxy from said party. You should follow the directions provided by your broker, bank, trust, or other nominee regarding how to instruct such person to vote your Luxfer ordinary shares.

Please note that holders of Luxfer ordinary shares through a broker, bank, trust, or other nominee may be required to submit voting instructions to their applicable broker or nominee at or prior to the deadline applicable for the submission by registered holders of Luxfer ordinary shares. Such holders should, therefore, follow the separate instructions that will be provided by their broker, bank, trust, or other nominee.

YOUR VOTE IS IMPORTANT. Even if you plan to attend the Annual General Meeting, please submit a proxy card or voting instruction form for the Annual General Meeting as soon as possible. For specific instructions on voting, please review this Proxy Statement or the proxy card included with the proxy materials.

ONLINE AVAILABILITY OF PROXY MATERIALS

The Company is furnishing proxy materials to some of our shareholders electronically by mailing a Shareholder Meeting Notice instead of mailing or e-mailing copies of those materials. The Shareholder Meeting Notice directs shareholders to the following website where they may access our proxy materials and view instructions on how to vote via the internet, mobile device, or by telephone: www.envisionreports.com/LXFR. If you received a Shareholder Meeting Notice and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Shareholder Meeting Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials electronically unless you elect otherwise. Limited copies of proxy materials will be provided free of charge at the Annual General Meeting.

Copies of our Annual Report on Form 10-K (without exhibits) for the year ended December 31, 2023, filed with the SEC on February 27, 2024, and any other documents incorporated by reference in this Proxy Statement will also be made available on our website at https://www.luxfer.com/investors/reports-and-presentations/ prior to the Annual General Meeting. The Company's U.K. Annual Report and Accounts for the year ended December 31, 2023, which consists of the U.K. statutory accounts, the Directors' Report, the Directors' Remuneration Report, the Strategic Report, and the Auditor's Report (collectively, the "U.K. Annual Report and Accounts") will also be made available on the Luxfer website. There will be an opportunity at the Annual General Meeting for shareholders to review, ask questions, or make comments on all proxy materials. Please refer to the section entitled "Where You Can Find More Information" on page 98 of the Proxy Statement for more information.

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2024 PROXY STATEMENT

SHAREHOLDERS SHARING AN ADDRESS

In addition to furnishing proxy materials electronically, we take advantage of the SEC's "householding" rules to reduce the delivery cost of materials. Under such rules, only one set of proxy materials is delivered to multiple shareholders sharing an address, unless we have received contrary instructions from one or more of the shareholders.

If you are a shareholder sharing an address and wish to receive a separate copy of the proxy materials, you may so request by contacting Computershare by phone at 1-866-641-4276 or by email at [e-mail] (please include "Proxy Materials Luxfer Holdings PLC" in the subject line and include your full name and address). A separate copy will be promptly provided following receipt of your request, and you will receive separate materials in the future.

If you currently share an address with another shareholder but are nonetheless receiving separate copies of the materials, you may request delivery of a single copy in the future by contacting Computershare at the phone number or email address provided above.

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2024 PROXY STATEMENT

2024 ANNUAL GENERAL MEETING

QUESTIONS AND ANSWERS

This Proxy Statement relates to the solicitation of proxies by the Board of Directors of Luxfer to be used at the Annual General Meeting and any adjournments thereof. The meeting will be held at the Luxfer MEL Technologies site, which is located at Lumns Lane, Manchester, M27 8LN, United Kingdom, on June 6, 2024, at 8:30 a.m. BST.

The following are questions that Luxfer shareholders may have regarding the proposals being considered at the Annual General Meeting and brief answers to those questions. Luxfer urges you to carefully read this entire Proxy Statement and the appendices, as the information in this section does not provide all information that may be important to you.

1. Who can vote at the Luxfer Annual General Meeting?

1. The Board has set the close of business, Eastern Daylight Time, on April 17, 2024, as the Record Date for the Annual General Meeting. At the close of business on the Record Date, we had 27,414,429 ordinary shares outstanding and entitled to vote. All Luxfer shareholders of record at the close of business on the Record Date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Beneficial owners whose bank, broker, or other custodian are shareholders registered in our share register with respect to the beneficial owners' shares at the close of business on the Record Date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting.

Each ordinary share is entitled to one vote on each matter that is properly brought before the Annual General Meeting.

1. What is a proxy statement and what is a proxy?

1. A proxy statement is a document that U.S. Securities and Exchange Commission ("SEC") regulations require us to provide when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote on your behalf. By voting your proxy, you are giving the persons named on the proxy card the authority to vote your shares in the manner you indicate on your proxy card. You may vote your proxy over the internet, by phone, or by signing and dating the proxy card and submitting it by mail.

1. Upon what am I being asked to vote at the Annual General Meeting?

1. You are being asked to consider and vote upon the following ordinary resolutions:
2. 1. To re-elect Andy Butcher as a Director of the Company.
   2. To re-elect Patrick Mullen as a Director of the Company.
   3. To re-elect Richard Hipple as a Director of the Company.
   4. To re-elect Clive Snowdon as a Director of the Company.
   5. To re-elect Sylvia A. Stein as a Director of the Company.
   6. To re-elect Lisa Trimberger as a Director of the Company.
   7. To approve the Directors' Remuneration Policy.
   8. To approve, by non-binding advisory vote, the Directors' Remuneration Report for the year ended December 31, 2023.
   9. To approve, by non-binding advisory vote, the compensation of the Company's Named Executive Officers for the year ended December 31, 2023.
   10. To approve, by non-binding advisory vote, the frequency of "Say-on-Pay" votes.
   11. To ratify the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company (the "Independent Auditor") until conclusion of the 2025 Annual General Meeting.
   12. To authorize the Audit Committee of the Board of Directors to set the Independent Auditor's remuneration.
   13. To approve the Second Amended and Restated Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan.
   14. To authorize the Board of Directors to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company, pursuant to section 551 of the Companies Act.

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