Valmont Industries, Inc.

VMI

US9202531011

Construction & Engineering

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Valmont Industries : FormDEF 14A

March 19, 2020 at 07:18 am EDT

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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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Soliciting Material under §240.14a-12

Valmont Industries, Inc.

(Name of Registrant as Specified In Its Charter)

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NOTICE OF THE 2020 ANNUAL MEETING OF THE STOCKHOLDERS AND PROXY STATEMENT

NOTICE OF ANNUAL MEETING

Place:	Valmont Industries, Inc. Headquarters
	One Valmont Plaza
	Omaha, Nebraska 68154-5215
Time:	1:00 p.m. Central Time
Date:	April 28, 2020

Items of Business:

Electing four directors of the Company to three-year terms;
Advisory approval of the Company's executive compensation;
Ratifying the appointment of Deloitte & Touche LLP as independent auditors for fiscal 2020; and
Consider and act upon such other business that may properly come before the meeting.

The record date for determining which shareholders may vote at this meeting is March 6, 2020.

We are distributing our proxy materials to our shareholders primarily over the Internet. We believe that this e-proxy process should expedite shareholders' receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our annual meeting. On March 19, 2020, we mailed to many of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report and vote online. Those shareholders who do not receive such a Notice, including shareholders who have previously requested to receive paper copies of proxy materials, will receive a copy of the proxy statement, proxy card, and annual report by mail. The proxy statement contains instructions on how you can (i) receive a paper copy of the proxy statement, proxy card, and annual report, if you only received a Notice by mail, or (ii) elect to receive your proxy statement, proxy card, and annual report over the Internet next year, if you received them by mail this year.

Whether or not you plan to attend the meeting, your vote is important and we encourage you to vote promptly. You may vote your shares via a toll-free telephone number or over the Internet. If you received a paper copy of the proxy card by mail, you may vote by signing, dating and mailing the proxy card in the envelope provided. Instructions regarding these three methods of voting are contained on the Notice and the proxy card. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from them to vote your shares.

The formal meeting of shareholders will be followed by a review of Valmont's business operations and our outlook for the future. Following the meeting, you are invited to an informal reception where you can visit with the directors and officers about the activities of the Company.

I look forward to seeing you at our annual meeting.

Sincerely,

Mark C. Jaksich

Executive Vice President, Chief Financial Officer and

Secretary

PROXY STATEMENT SUMMARY

TIME AND PLACE OF THE ANNUAL MEETING

When: Tuesday, April 28, 2020 at 1 p.m. Central Time

Where: Valmont Headquarters, Omaha Nebraska

MEETING AGENDA

Voting Matters

Board Recommendation

Page

Election of Four Director Nominees	FOR	5
Advisory Vote on Executive Compensation	FOR	33
Ratification of Appointment of Independent Auditors	FOR	35

HOW TO VOTE

We encourage you to vote at your earliest convenience, by one of the following means, before the Annual Meeting

By visiting proxyvote.com on the Internet through your computer or mobile device,
By calling 1-800-690-6903, or
By signing, dating and returning your proxy card, if you receive your proxy materials by mail.
Pleased vote as soon as possible, even if you plan to attend the 2020 Annual Meeting.

PROXY STATEMENT

To Our Shareholders:

The board of directors of Valmont Industries, Inc. solicits your proxy in the form enclosed for use at the annual meeting of shareholders to be held on Tuesday, April 28, 2020, or at any adjournments thereof.

At the close of business on March 6, 2020, the record date for shareholders entitled to notice of and to vote at the meeting, there were outstanding 21,523,917 shares of the Company's common stock. There were no preferred shares outstanding. All holders of common stock are entitled to one vote for each share of stock held by them.

The presence of a majority of the outstanding common stock represented in person or by proxy at the meeting will constitute a quorum. Shares represented by proxies that are marked "abstain" will be counted as shares present for purposes of determining the presence of a quorum. Proxies relating to "street name" shares that are voted by brokers on some matters will be treated as shares present for purposes of determining the presence of a quorum, but will not be treated as shares entitled to vote at the annual meeting on those matters as to which authority to vote is withheld by the broker ("broker non-votes").Please note that if you hold your shares through a broker, your broker may no longer vote your shares on certain matters in the absence of your specific instructions as to how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker.

Election of the four director nominees requires the affirmative vote of a majority of the votes cast for the election of directors at the annual meeting. Votes may be cast in favor of or withheld with respect to all of the director nominees, or any of them. Abstentions and broker non-votes are not treated as votes cast and therefore will not affect the outcome of the election of directors. An incumbent director nominee who receives a greater number of votes "withheld" than "for" in an election is required to tender his resignation to the board, and the resignation will be accepted or rejected by the board as more fully described in Election of Directors.

The ratification of the appointment of the auditors and the approval of the advisory say-on-pay resolution on executive compensation will be decided by the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote. Abstentions will be counted; they will have the same effect as a vote against the matter. Broker non-votes will be disregarded.

Any shareholder giving a proxy may revoke it before the meeting whether delivered by telephone, Internet or through the mail, by using the telephone voting procedures, the Internet voting procedures or by mailing a signed instrument revoking the proxy to: Corporate Secretary, Valmont Industries, Inc., One Valmont Plaza, Omaha, Nebraska 68154-5215. To be effective, a mailed revocation must be received by the Corporate Secretary before the date of the meeting and a telephonic or Internet revocation must be submitted by 11:59 p.m. Eastern Time on April 27, 2020. A shareholder may attend the meeting in person and at that time withdraw the proxy and vote in person.

As permitted by Securities and Exchange Commission rules, Valmont is making this proxy statement and its annual report available to its stockholders electronically via the Internet. On March 19, 2020, we mailed to many of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our annual report and to vote online. If you received such a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

The Securities and Exchange Commission's rules permit us to deliver a single Notice or set of this proxy statement and our annual report to one address shared by two or more of our shareholders. This delivery method is referred to as "householding" and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Notice or set of this proxy statement and our annual report to multiple shareholders who share an address, unless we received contrary instructions from such shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice or a set of this proxy statement and our annual report, as requested, to any shareholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice or this proxy statement and our annual report, contact Broadridge Financial Solutions, Inc. at 1- 800-579-1639 or by email at sendmaterial@proxyvote.com.

The cost of solicitation of proxies, including the cost of reimbursing banks and brokers for forwarding proxy materials to their principals, will be borne by the Company.

Certain Shareholders

The following table sets forth, as of March 6, 2020, the number of shares beneficially owned by (i) persons known to the Company to be beneficial owners of more than 5% of the Company's outstanding common stock, (ii) executive officers named in the summary compensation table, (iii) directors, and (iv) all directors and executive officers as a group.

Name and Address of Beneficial Owner

The Vanguard Group(3)

100 Vanguard Boulevard

Malvern, PA 19355

BlackRock, Inc.(4)

East 52nd Street

New York, NY 10022

T. Rowe Price Associates, Inc.(5)

E. Pratt Street

Baltimore, MD 21202

Neuberger Berman Group LLC(6)

605 Third Avenue

New York, NY 10158

Mogens C. Bay(7)

Walter Scott, Jr.

Kaj den Daas

Clark T. Randt, Jr.

Daniel P. Neary

J. B. Milliken

Catherine James Paglia

Theo W. Freye

Donna M. Milrod

Richard A. Lanoha

Stephen Kaniewski

Mark C. Jaksich

Timothy P. Francis

T. Mitchell Parnell

Claudio Laterreur

All Executive Officers and Directors as Group (18 persons)

Amount and Nature of

Beneficial Ownership Percent of

March 6, 2020(1) Class(2)

1,965,036	9.1%
1,904,326	8.8%
1,071,061	5.0%

1,067,261 5.0%

302,654 1.4%

136,587

11,678

7,539

20,587

6,774

6,586

4,449

1,247

68,853

57,842

7,710

754

645,844 3.0%

Includes shares which the directors and executive officers have, or within 60 days of March 6, 2020 will have, the right to acquire through the exercise of stock options, as follows:

Mr. Bay	Shares
57,654
Mr. Kaniewski	59,916
Mr. Jaksich	30,831
Mr. Francis	4,672
All Executive Officers and Directors as a Group (18 persons)	158,763

Includes 964 restricted stock units for each of the directors (other than director Kaniewski) which will vest within 60 days of March 6, 2020.

Unless otherwise indicated, beneficial ownership of any named individual does not exceed 1% of the outstanding shares of common stock.
Based on a Schedule 13G filed by The Vanguard Group with the Securities and Exchange Commission on February 12, 2020.
Based on a Schedule 13G filed by BlackRock, Inc. with the Securities and Exchange Commission on February 6, 2020.
Based on a Schedule 13G filed by T. Rowe Price Associates with the Securities and Exchange Commission on February 14, 2020.
Based on a Schedule 13G filed by Neuberger Berman Group LLC with the Securities and Exchange Commission on February 12, 2020.
Three individuals, including Mr. Bay, together direct the voting of 250,000 shares owned by the Robert B. Daugherty Foundation.

ITEM 1: BOARD OF DIRECTORS AND ELECTION OF DIRECTORS

The Company's board of directors is currently composed of eleven members. Following the April stockholder meeting, the board will consist of ten members. The board is divided into three classes and each class serves for three years on a staggered term basis.

Five directors have terms of office that expire at the 2020 annual meeting: Mogens Bay, Walter Scott, Jr., Clark Randt, Jr., Donna Milrod and Richard Lanoha. Ms. Milrod is not standing for reelection. The remaining four individuals have been nominated by the board of directors, upon recommendation of the Governance and Nominating Committee, for re-election to three-year terms.

The Company bylaws provide that directors are elected by the affirmative vote of a majority of the votes cast with respect to the director at the meeting, unless the number of nominees exceeds the number of directors to be elected (a contested election), in which case directors will be elected by the vote of a plurality of the shares present and entitled to vote at the meeting. If a nominee is not elected and the nominee is an incumbent director, the director is required to promptly tender his resignation to the board. The Governance and Nominating Committee will consider the tendered resignation and recommend to the board whether to accept or reject the resignation or whether other action should be taken. The board will act on the tendered resignation and publicly disclose its decision within 90 days from the certification of the election results. The director who tenders his resignation will not participate in the Committee's recommendation or the board action regarding whether to accept or reject the tendered resignation.

The Company's policy on director retirement, as expressed in the Corporate Governance Principles as revised in February 2020, provides that a director will not be nominated to a new term if he or she would be over age 75 at the time of election. The board evaluated its skill needs and concluded not to apply the policy to Mr. Scott, a highly-experienced director who is Chairman of the Audit Committee, for the 2020 director election.

The shares represented by the enclosed proxy will be voted for the election of the nominees named above. In the event any of such nominees becomes unavailable for election, the proxy holders will have discretionary authority to vote the proxies for a substitute. The board of directors has no reason to believe that any such nominee will be unavailable to serve.

The following discussion provides information about the four nominees, and the six directors whose terms expire in 2021 and 2022, including ages, years of service, business experience, and service on other boards of directors within the past five years. Information is also provided concerning each person's specific experience, qualifications, attributes or skills that led the board to conclude that the person should serve as a director of the Company.

NOMINEES FOR ELECTION-Terms Expire 2023

Mogens C. Bay, age 71, has been non-executive Chairman of the Company since January 2019. He served as Executive Chairman of the Company during 2018. He was Chairman and Chief Executive Officer of the Company from January 1997 through December 2017, and President and Chief Executive Officer of the Company from August 1993 through December 1996. Mr. Bay previously served as a director of Peter Kiewit Sons', Inc. and of ConAgra Foods, Inc. Mr. Bay's 40 years of experience with Valmont provides an extensive knowledge of Valmont's operating companies and its lines of business, its long-term strategies and domestic and international growth opportunities. Mr. Bay has served as a director of the Company since October 1993.

Walter Scott, Jr., age 88, previously served as Chairman of the Board and President of Peter Kiewit Sons', Inc. Mr. Scott was Chairman of Level 3 Communications from 1998-2014. Mr. Scott is a director of Berkshire Hathaway, Inc. and Berkshire Hathaway Energy. He previously served as a director of Commonwealth Telephone Enterprises and Burlington Resources. Mr. Scott is a civil

engineer with management experience of infrastructure construction operations at Kiewit. His extensive board experience provides a valuable resource of strategic and oversight input to the Valmont board of directors. He has served as a director of the Company since April 1981.

Clark T. Randt, Jr., age 74, is currently President of Randt & Co. LLC (business consulting) and lived and worked in Asia for more than thirty-five years. Ambassador Randt served as the United States Ambassador to the People's Republic of China from July 2001 to January 2009. He currently serves as a director of United Parcel Service, Inc., Qualcomm Incorporated and Wynn Resorts Ltd. Ambassador Randt was formerly a partner with the international law firm of Shearman & Sterling in Hong Kong where he headed the firm's China practice. Ambassador Randt is a member of the New York bar association and was admitted to the Hong Kong bar association and has over 25 years of experience in cross-border corporate and finance transactions. He is a member of the Council on Foreign Relations. His international experience and knowledge of Asian business operations and experience with U.S. investment in China serves the Company well as it expands its operations in Asia. Ambassador Randt has served as a director of the Company since February 2009.

Richard A. Lanoha, age 52, has been President and Chief Executive Officer of Peter Kiewit Sons' Inc. and Kiewit Corporation since January 2020. President and Chief Operating Officer of Kiewit 2016-2019. He was President of Kiewit Energy Group 2012-2016 and Executive Vice President of Kiewit Industrial Group responsible for Kiewit Energy and Kiewit Power divisions of Kiewit 2010-2012. Mr. Lanoha has management experience of infrastructure construction operations at Kiewit and his experience provides a valuable resource of strategic and oversight input to the Valmont board of directors. He has served as a director of the Company since October 2019.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE ABOVE NOMINEES.

CONTINUING DIRECTORS-Terms Expire in 2021

Daniel P. Neary, age 68, is a member of the board of directors of Mutual of Omaha (full service and multi-line provider of insurance and financial services). Mr. Neary served as CEO of Mutual from 2004-2015 and as Chairman until January 2018. Mutual of Omaha's revenues were in excess of $7 billion in 2019. He was previously President of the Group Insurance business unit of Mutual of Omaha. Mr. Neary's training as an actuary and knowledge of the financial services industry provides valuable background for board oversight of the Company's accounting matters. His experience in strategic development and risk assessment for the Mutual of Omaha insurance companies are well suited to membership on Valmont's board of directors. Mr. Neary has been a director of the Company since December 2005.

Theo Freye, age 70, retired in October 2014 as CEO of CLAAS KgaA, a $4.5 billion family owned agricultural machinery firm headquartered in Germany. Mr. Freye, a native of Germany, has more than 30 years of international machinery experience. He holds a Master's Degree in Mechanical Engineering and a Ph.D. in Agricultural Science. His extensive international business experience and engineering background provides value to the Valmont board of directors. Mr. Freye has served as a director of the Company since June 2015.

Stephen G. Kaniewski, age 48, has been Chief Executive Officer of the Company since January 2018. He was President and Chief Operating Officer of the Company from October 2016 through December 2017. Prior to that he was Group President of Valmont's Utility Support Structures Segment. Mr. Kaniewski joined Valmont in 2010 as Vice President, Information Technology and also has held the position of Vice President, Global Operations for the Irrigation Segment. Mr. Kaniewski's duties in various Company operating positions provides valuable knowledge and experience of the Company's operations and strategies.

Mr. Kaniewski has served as a director of the Company since January 2018.

CONTINUING DIRECTORS-Terms Expire in 2022

Kaj den Daas, age 70, was CEO of Quality Light Source until March 2018. He transitioned into a non-executive position in the holding company QL Light Source Company Ltd. (manufacturer and marketer of LED lamps) in April 2018. He was CEO of Quality Light Source, LLC from October 2017 to March 2018; CEO of TCP International Holdings, Ltd. from July 2015 to October 2016. Mr. den Daas retired in 2009 as Executive Vice President of Philips Lighting B.V. of the Netherlands (manufacturer of lighting fixtures and related components) and Chairman of its North American Lighting Operations. Mr. den Daas was responsible for oversight of the manufacturing, distribution, sales and marketing of Philips products in the United States, Canada and Mexico, with prior Philips experience in the Asia Pacific area. He previously served on the board of directors of Lighting Science Group Corp. Mr. den Daas, a native of the Netherlands, has more than 35 years of international experience in the lighting industry. His extensive international business experience provides value to the Valmont board of directors. Mr. den Daas has been a director of the Company since October 2004.

James B. Milliken, age 63, is Chancellor of the University of Texas System which enrolls over 235,000 students and has an annual budget of over

$20 billion. He was Chancellor of the City University of New York from June 2014 to May 2018. Mr. Milliken was President of the University of Nebraska from August 2004 to May 2014. Mr. Milliken has a law degree from New York University and practiced law on Wall Street before his academic career. He has led the development of research and education programs in China, India, Brazil and other countries. He is a member of the Council on Foreign Relations and the Executive Committee on the Council on Competitiveness. He has chaired commissions on innovation and economic competitiveness for the Association of Public and Land-grant universities and the Council on Competitiveness. Mr. Milliken's experience in managing large organizations which work closely with business and industry and in countries around the world provides value to the Valmont board of directors as the Company grows internationally. Mr. Milliken has served as a director of the Company since December 2011.

Catherine James Paglia, age 67, has been a director of Enterprise Asset Management, Inc., a New York based privately-held real estate and asset management company since September 1998. Ms. Paglia previously spent eight years as a managing director at Morgan Stanley, ten years as a managing director of Interlaken Capital, and served as chief financial officer of two public corporations. Ms. Paglia serves on the board of directors of the Columbia Funds and is a member of the board of trustees of the Carnegie Endowment for International Peace. Her extensive Wall Street experience and prior service as a chief financial officer of public companies provide an excellent background for membership on Valmont's Audit Committee. Ms. Paglia has served as a director of the Company since February 2012.

Board Committees

The Board has the following standing committees: Audit, Human Resources, and Governance and Nominating.

Audit Committee

The members of the Audit Committee during 2019 were directors Scott (Chairman), den Daas, Neary, Paglia and Milrod. All members of the Audit Committee are independent within the meaning of the Company's Corporate Governance Principles and the listing standards of the NYSE. The board has determined that all members of the Audit Committee are qualified as audit committee financial experts within the meaning of SEC regulations. The Audit Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company's website. The report of the Audit Committee is included in this proxy statement.

The Audit Committee met six times during 2019. The Audit Committee assists the board by reviewing the integrity of the financial statements of the Company; the qualifications, independence

and performance of the Company's independent auditors and internal auditing department; and compliance by the Company with legal and regulatory requirements. The Committee also oversees the Company's risk with respect to operational, compliance and financial matters including legal, insurance and cybersecurity matters. The Audit Committee has sole authority to retain, compensate, oversee and terminate the independent auditor. The Audit Committee reviews the Company's annual audited financial statements, quarterly financial statements, and filings with the Securities and Exchange Commission. The Audit Committee reviews reports on various matters, including critical accounting policies of the Company, significant changes in the Company's selection or application of accounting principles, and the Company's internal control processes. The Audit Committee pre-approves all audit and non-audit services performed by the independent auditor. The Audit Committee has a written policy with respect to its review and approval or ratification of transactions between the Company and a director, executive officer or related person. The Audit Committee reviews and approves or disapproves any material related person transaction, i.e., a transaction in which the Company is a participant, the amount involved exceeds $120,000, and a director, executive officer or related person has a direct or indirect material interest. The Audit Committee reports to the board of directors any such material related person transaction that it approves or does not approve.

Human Resources Committee

The members of the Human Resources Committee during 2019 were directors Neary (Chairman), Paglia, and Milrod. All members of the Human Resources Committee are independent within the meaning of the Company's Corporate Governance Principles and the listing standards of the NYSE. The Human Resources Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company's website. The report of the Human Resources Committee is included in this proxy statement.

The Human Resources Committee met four times during 2019. The Human Resources Committee assists the board in fulfilling its responsibilities relating to compensation of the Company's directors, executive officers and other selected employees. The Committee has responsibility for reviewing, evaluating and approving compensation plans, policies and programs for such persons. The Committee oversees the Company's risk with respect to compensation matters. The Human Resources Committee annually reviews and approves corporate goals and objectives for the chief executive officer's compensation and evaluates the chief executive officer's performance in light of those goals and objectives. The Human Resources Committee, together with the other independent directors, determines the chief executive officer's compensation. The Committee also approves incentive compensation plans and equity-based plans for executive officers and other selected employees. The Committee reviews the Company's management level organization and programs for management development and succession planning and reviews reports from management on human resources topics as determined by the Committee. The Human Resources Committee has established stock ownership and retention guidelines for company officers, which are described in this proxy statement in Corporate Governance-Governance Actions. The board, upon recommendation of the Human Resources Committee, has established stock ownership guidelines for Company directors, which are described in this proxy statement in Corporate Governance-Governance Actions.

The Human Resources Committee has the authority to retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Committee has engaged the services of Frederic W. Cook & Co., Inc. (FW Cook), a national executive compensation consulting firm, to review and provide recommendations concerning all of the components of the Company's executive compensation program. FW Cook performs services solely on behalf of the Committee and does not perform any services for the Company. The Committee has assessed the independence of FW Cook pursuant to SEC rules and concluded that no conflict of interest exists that would prevent FW Cook from independently representing the Committee.

Governance and Nominating Committee

The members of the Governance and Nominating Committee during 2019 were directors Randt (Chairman), Milliken and Freye. All members of the Governance and Nominating Committee are independent within the meaning of the Company's Corporate Governance Principles and the listing standards of the NYSE. The Governance and Nominating Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company's website.

The Governance and Nominating Committee met four times during 2019. The Governance and Nominating Committee assists the board by (1) recommending to the board Corporate Governance Principles for the Company, and (2) identifying qualified candidates for membership on the board, proposing to the board a slate of directors for election by the shareholders at each annual meeting, and proposing to the board candidates to fill vacancies on the board. The Committee oversees the Company's risk with respect to governance structure and related matters, including stockholder engagement and sustainability. The Governance and Nominating Committee coordinates the annual self-evaluation by the directors of the board's performance and the CEO's performance and the annual performance evaluation by each committee of the board. The Governance and Nominating Committee oversees the Company's process for consideration of nominees to the Company's board of directors. The process is described in Director Nomination Process.

Corporate Governance

Valmont is committed to having strong corporate governance principles. The board of directors believes such principles are essential to the effective operation of Valmont's businesses and to maintaining Valmont's integrity in the marketplace.

Overview

The board of directors has adopted corporate governance principles which are set out in the "Investor Relations" section of the Company's website at www.valmont.com. The following corporate governance documents also appear on the Company's website and these documents and the Company's Corporate Governance Principles are available in print to any shareholder upon request to the Corporate Secretary:

Code of Business Conduct
Code of Ethics for Senior Officers
Audit Committee Charter
Human Resources Committee Charter
Governance and Nominating Committee Charter
Procedures for bringing concerns or complaints to the attention of the Audit Committee

The board met five times over seven days during 2019. All directors attended at least 75% of all board meetings and all meetings of Committees on which the director served. Directors are encouraged to attend the annual shareholders' meeting and all Company directors attended the 2019 annual shareholders' meeting. The board of directors periodically reviews the Corporate Governance Principles and any changes are communicated to shareholders by posting them on the Company's website.

Board Leadership Structure and Risk Oversight

The board's leadership structure in 2019 consisted of a Non-Executive Chairman and a Lead Director. Mr. Bay became non-executive Chairman in 2019. All board members have substantial business experience and all board members, with the exception of the Chief Executive Officer and the

Non-executive Chairman, are independent within the meaning of the Company's corporate governance principles and the NYSE Listing Standards. The Company's independent directors meet in executive session without management present at every board meeting. The Chief Executive Officer periodically updates the board on succession planning for key officers and the board reviews CEO succession planning in detail annually at its July meeting.

The board has established the position of Lead Director. The position is currently filled by independent director Catherine James Paglia. The lead director presides at executive sessions of the independent directors, approves director meeting agendas, has the ability to call meetings of the independent directors, advises the chair on membership of board committees, and serves as a liaison between the independent directors and the Chief Executive Officer. Interested parties who wish to contact the board of directors or the lead director may communicate through the Lead Director by writing to: Lead Director of Valmont Board of Directors, Valmont Industries, Inc., One Valmont Plaza, Suite 601, Omaha, Nebraska, 68154-5215.

The board has oversight responsibility for risks affecting the Company. The board has delegated risk oversight with respect to operational, compliance and financial matters including legal, insurance and cybersecurity risk, to the Audit Committee, has delegated risk oversight with respect to compensation matters to the Human Resources Committee and has delegated risk oversight with respect to governance structure related matters, including stockholder engagement and sustainability, to the Governance and Nominating Committee.

Governance Actions

The board of directors and board committees have taken a number of corporate governance actions. The more significant actions include:

The board of directors has approved bylaws which adopt a majority voting system for the election of directors.
The board of directors has adopted director stock ownership guidelines. The guidelines provide that directors should own Valmont common stock with a value at least equal to five times the director's annual retainer. Directors have five years after joining the board to meet the guidelines.
The board of directors has adopted stock ownership and retention guidelines for senior management. The guidelines require an equity position having a value of 6.0 times base salary for the Chief Executive Officer, 2.5 times base salary for the Chief Financial Officer and Group Presidents, and 1.5 times base salary for Senior Vice Presidents, and 1.0 times base salary for other corporate officers. The officers are required to retain 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until the stock ownership guidelines have been attained and maintained. The Company also has a policy prohibiting stock hedging and stock pledges applicable to directors and officers.
The board of directors has adopted an executive compensation recoupment policy. The policy generally provides that if Valmont is required to restate its financial statements, due to material noncompliance with any financial reporting requirements, the board of directors may require reimbursement of all or any part of any cash or stock award based on an incentive plan that relates to the performance of Valmont, if the employee engaged in certain conduct which caused or contributed to the need for the restatement. The board of directors has the right to apply the recoupment policy in all cases to the Chief Executive Officer, Chief Financial Officer and Group President (if the conduct occurred in the Group) if an employee engaged in the designated conduct.

The Human Resources Committee has engaged Frederick W. Cook & Co. (FW Cook) as its independent executive compensation consulting firm. The Company does not engage FW Cook for any services beyond their support of the Human Resources Committee.
The board of directors in December 2005 permitted the Company's Shareholder Rights Plan to expire, effectively terminating the Shareholder Rights Plan.

Board Independence

The board of directors is composed of a majority of independent directors. The board has established independence standards for Valmont's directors. These standards are set forth below and are contained in the Company's Corporate Governance Principles and follow the director independence standards established by the New York Stock Exchange:

A director will not be independent if, within the preceding three years (1) the director was employed by Valmont or an immediate family member of the director was an executive officer of Valmont, (2) a Valmont executive officer was on the compensation committee of the board of directors of a company which employed the Valmont director as an executive officer or which employed an immediate family member of the director as an executive officer, or (3) the director or the director's immediate family member received more than $120,000 during any twelve-month period in direct compensation from Valmont (other than director and committee fees).
A director will not be independent if (1) the director is an executive officer or an employee, or the director's immediate family member is an executive officer, of another company and (2) the other company made payments to, or received payments from, Valmont for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000 or 2% of either (i) such other company's consolidated gross revenues or (ii) Valmont's consolidated gross revenues.
A director will not be independent if (1) the director or an immediate family member is a current partner of Valmont's independent auditor, (2) the director is an employee of Valmont's independent auditor, (3) the director has an immediate family member who is a current employee of Valmont's independent auditor who personally works on Valmont's audit, or (4) the director or an immediate family member was within the last three years a partner or employee of Valmont's independent auditor and personally worked on Valmont's audit within that time.
Tax-exemptorganizations to which Valmont makes contributions shall not be considered "companies" for purposes of these independence standards. However, Valmont will disclose in its annual proxy statement any such contribution which it makes to a tax-exempt organization in which a director serves as an employed executive officer if, within the preceding three years, contributions in any fiscal year exceeded the greater of $1,000,000 or 2% of such tax-exempt organization's consolidated gross revenues.
For relationships not covered by the foregoing standards, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, is made by the directors who satisfy the above independence standards. The board's determination of each director's independence is disclosed annually in the Company's proxy statement.

The board has determined that all directors except Mr. Kaniewski (the Company's Chief Executive Officer) and Mr. Bay (the Company's Chief Executive Officer through December 2017) have no material relationship with the Company and are independent within the meaning of the Company's Corporate Governance Principles and the NYSE listing standards. The Directors determined that

purchases from a subsidiary of Peter Kiewit Sons' Inc. (a construction company with in excess of $9 billion revenue) were in the ordinary course of business and immaterial.

Director Nomination Process

The Governance and Nominating Committee considers candidates for board membership suggested by its members and other board members, as well as management and shareholders. The Committee may also retain a third-party executive search firm to identify candidates from time to time. A shareholder who wishes to recommend a prospective nominee for board membership should notify the Company's Corporate Secretary in writing at least 120 days before the annual shareholder meeting at which directors are to be elected and include whatever support material the shareholder considers appropriate. The Governance and Nominating Committee will also consider nominations by a shareholder pursuant to the provisions of the Company's bylaws relating to shareholder nominations as described in Shareholder Proposals.

The Governance and Nominating Committee makes an initial determination as to whether to conduct a full evaluation of the candidate once it has identified a prospective nominee. This initial determination is based on whatever information is provided to the Committee as well as other information available to or obtained by the Committee. The preliminary determination is based primarily on the need for additional board members to fill vacancies or expand the size of the board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. If the Committee determines that additional consideration is warranted, it may request a third-party search firm or other third parties to gather additional information about the prospective nominee.

The Committee evaluates each prospective nominee in light of the standards and qualifications set out in the Company's Corporate Governance Principles, including:

Background, including demonstrated high standards of ethics and integrity, the ability to have sufficient time to effectively carry out the duties of a director, and the ability to represent all shareholders and not a particular interest group.
Board skill needs, taking into account the experience of current board members, the candidate's ability to work in a collaborative culture with other board members, and the candidate's qualifications as independent and qualifications to serve on the Audit Committee, Human Resources Committee and/or Governance and Nominating Committee.
Diversity, including gender, race, national origin.
Business experience, which should reflect a broad experience at the policy-making level in business, government or education, both domestically and internationally.

The Committee also considers such other relevant factors as it deems appropriate. In connection with the evaluation, the Committee determines whether to interview the prospective nominee, and if warranted, one or more members of the Committee interview prospective nominees in person or by telephone. After completing this evaluation process, the Committee makes a recommendation to the full board as to the persons who should be nominated by the board, and the board determines the nominees after considering the recommendations of the Committee. The Committee assesses the effectiveness of its policies in determining nominees for director as part of its annual performance evaluation.

Compensation Discussion and Analysis

General. The following compensation discussion and analysis provides information which the Human Resources Committee of the board of directors (the Committee) believes is relevant to an assessment and understanding of Valmont's executive compensation programs. This discussion should be read in conjunction with these sections of the proxy statement: (1) the summary compensation table and related tables, (2) the Human Resources Committee information in the corporate governance section and (3) the compensation summary in the advisory vote on executive compensation section.

Say-On-Pay Vote. Valmont conducted its first advisory vote on executive compensation in April 2011. The compensation resolution passed with at least 96% of the vote in each year, including 98.6% in 2019. Valmont's shareholders in April 2017 cast 86.2% of their votes in favor of an annual frequency say-on-pay vote. The board of directors and the Human Resources Committee considered these results in determining compensation policies and decisions, and determined to hold annual say-on-pay votes and, based on the significant level of shareholder support, to continue the current compensation objectives, strategies, processes and practices described below.

Compensation Objectives and Strategies. Valmont's executive compensation programs, policies and practices are approved by the Committee. The compensation programs apply to executive officers and to certain key employees who are not executive officers. The programs specifically apply to the executive officers listed in the summary compensation table (named executive officers). The Committee has established Valmont compensation objectives pursuant to which Valmont's compensation programs are designed to:

provide target total compensation levels at competitive market rates to attract, retain, motivate and reward the performance of executive officers and other key employees;
direct management focus to the long-term growth of the Company, enhance shareholder value, and ensure that executive officers have significant ownership without increasing dilution over acceptable levels; and
pay for performance by providing performance-based incentive plans measured against pre-established targets, with no guaranteed minimum payment provisions, and with actual payments above median market levels for exceeding performance targets and below median market levels if performance targets are not achieved.

The Committee established compensation strategies designed to carry out the compensation objectives, including:

target total compensation evaluated by position, on an annual basis, against like positions in companies of similar sales volume, according to data provided by the Committee's independent compensation consultants; and
base pay, annual incentives and long-term incentives targeted at median market levels, with the opportunity for annual and long-term incentives at the 75th percentile or higher for significantly exceeding performance targets. Actual compensation will be above median if performance exceeds targets and below median when performance is below targets.

The Committee has engaged Frederic W. Cook & Co., Inc. (FW Cook) as the Committee's independent executive compensation consultant. FW Cook reports directly to the Committee and provides advice to the Committee on the structure and amounts of executive and non-employee director compensation. FW Cook provides no other services to the Company.

Compensation Processes and Practices. The Committee follows certain processes and practices in connection with the structure and implementation of executive compensation plans.

The elements of target total compensation are reviewed annually against general industry survey data and a peer group developed by FW Cook and approved by the Committee. The Committee uses the survey data and peer group information to assess the competitiveness of target compensation levels and pay mix for the CEO, CFO and other executives.
The Committee used as its primary benchmark a general industry Aon Survey of approximately 134 companies which FW Cook adjusted to provide market compensation levels for companies within a range of Valmont's annual revenues. The adjusted revenue size range of the companies in the Aon Survey was approximately $2.80 billion. Valmont's 2019 revenues were approximately $2.77 billion. The competitive medians referenced below for base salary, target annual incentives and long-term incentives are the competitive medians based on the Aon Survey data.
The Committee also used a peer group developed by FW Cook as a supplemental benchmark of CEO and CFO pay levels. FW Cook advised that, due to differences in the jobs of the individuals reported in the proxies of the peer group companies, consistent and reliable comparable compensation information was available only for the CEO and CFO. The peer group for 2019 compensation consisted of the following twelve companies:

Barnes Group	Harsco	SPX Corporation
Carlisle Corporation	Hubbell	Toro Company
Crane	IDEX	Trinity Industries
FlowServe Corporation	Pentair	Watts Water Technologies

The Company's revenues approximated the median of the peer group. The peer group had median revenue of $2.81 billion. Valmont's revenues for 2019 were approximately $2.77 billion.
The Committee in October 2019 reviewed the Company's peer group and recommendations from FW Cook. The Committee determined to increase the number of peers to ensure robust and stable compensation data and to diversify the industries included in the peer group to account for the evolution of Valmont's business portfolio and strategy. The committee approved the following new peer group of nineteen companies for compensation decisions beginning in December 2019:

Acuity Brands	Colfax	Pentair
Aegion Corporation	Crane Co.	Qorvo
Arcosa	First Solar	Regal Beloit
Barnes Group	FlowServe Corporation	Rexnord
Belden	Harsco Corporation	SPX Corporation
Carlisle Companies	Hubbell	Toro Company
		Watts Water Technologies

The Company's revenues approximate the median of the new peer group. The new peer group had median revenue of $2.94 billion. Valmont's revenues for 2019 were approximately $2.77 billion.
The Committee also reviews a tally sheet with respect to the total compensation (target and actual) of each named executive officer and each group president. The Committee utilizes tally sheets as a reference point to ensure that the Committee has a comprehensive picture of the compensation paid and payable to each executive officer. The Committee uses market data provided by FW Cook as one of the primary factors in executive compensation decisions and the tally sheets are not determinative with respect to any particular element of compensation.
The compensation programs provide for both cash and equity elements. Base salary and annual incentives are paid in cash. Long-term incentives paid for the 2017-2019 plan comprised of

Company performance shares are paid in cash for executives who have met their stock ownership guidelines, and are paid 50% in cash and 50% in equity for other executives; beginning with payouts for the 2018-2020long-term incentive plan, payouts will be settled in equity. Stock options are settled in equity.

The Committee determines the mix of cash and equity compensation. The Committee has no pre-established policy for the allocation between either cash and equity or short-term and long-term incentive compensation. The Committee reviews information provided by FW Cook to determine the appropriate level and mix of incentive compensation. The Committee believes that a majority of an executive's overall compensation opportunity should be incentive-based.
The structure of all incentive compensation plans is reviewed periodically to assure their linkage to the current objectives and strategies and performance goals.
The Committee's policy is to establish base salary, target annual incentives and long-term incentives with targets at or near the competitive median level and potential payouts of incentives up to 200% of target for executive officers who significantly exceed performance targets. The annual incentives and long-term incentives are established for each executive officer by using a percentage of base salary that approximates the competitive target median for the executive. There are no material differences in compensation policies with respect to individual executive officers.
The Company's programs have been designed so that compensation paid to executive officers will generally be deductible under the Internal Revenue Code's compensation limits for deductibility. Executive compensation generally produces ordinary income to the executive and a corresponding tax deduction for Valmont, except for amounts deferred under Valmont's qualified and related nonqualified plans, amounts subject to future vesting, and amounts related to stock awards which are subject to special accounting and tax provisions. Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for certain executive officers. Previous law provided an exemption from the limitation for performance-based compensation. This exemption has been repealed for taxable years beginning after December 31, 2017. Consequently, compensation paid to certain executive officers in excess of $1 million may not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

Elements of Compensation. Valmont's executive compensation is based on three components, each of which is intended to support the overall compensation philosophy.

The three components are base salary, annual incentives, and long-term performance incentives (which include equity incentives). For 2019, base salary accounted for approximately 27.9% of the total compensation of the named executive officers and incentive compensation accounted for approximately 68.0% of such total compensation.
Valmont's executive officers do not have employment agreements.
Valmont's executive officers do not have agreements providing for special payments in the event of a termination of employment or a change-of- control of Valmont. Valmont's 2018 Stock Plan provides for accelerated vesting of non-vested amounts in the event of an involuntary termination following a change-of-control. See Potential Payments Upon Termination or Change-in-Control.
Valmont does not have a pension plan. Valmont's executive officers do participate in its 401(k) Plan and also participate in the related non-qualified supplemental benefit plan.

Valmont does not maintain a perquisite program for its executive officers. Amounts relating to the limited use of Company aircraft for personal travel are included in the summary compensation table.
Valmont has an executive compensation recoupment policy covering cash and equity described on page 10.
Valmont has policies prohibiting hedging and pledging of Company stock by directors and officers.

2019 Compensation Program Elements.

Base Salary. Base salary is targeted at the competitive median level. Competitive median levels are provided by FW Cook based on the primary benchmark survey prepared by Aon. Base salary is intended to compensate the executive for satisfying the requirements of the position. Salaries for executive officers and other key employees are reviewed by the Committee on an annual basis and may be changed based on the individual's performance or a change in competitive pay levels in the marketplace.

The Committee reviews with the Chief Executive Officer an annual salary plan for the Company's executive officers and other key employees (other than the Chief Executive Officer). The annual salary plan is developed by the Company's Human Resources staff, under the ultimate direction of the Chief Executive Officer, and is based on national surveys of companies with similar characteristics and on performance judgments as to the past and expected future contributions of the individual executive. The salary plan is modified as deemed appropriate and approved by the Committee. The Committee reviews and establishes the base salary of the Chief Executive Officer based on competitive compensation data provided by FW Cook using data for similar sized companies and the Committee's assessment of his past performance, his leadership in establishing performance standards in the conduct of the Company's business, and its expectation as to his future contribution in directing the long-term success of the Company and its businesses.

The Committee continued the Company's combined matching contribution under the Valmont Employees Retirement Savings Plan (a 401(k) plan) and related Restoration Plan (a non-qualified plan in place since 2002 designed to restore benefits otherwise limited by IRS regulations). The Company's contributions to such plans for 2019 compensation (4.5% of covered compensation) for the named executive officers (which matched the amounts contributed by such executive officers) are set forth in the Non-Qualified Deferred Compensation table.

Based on the factors described above, the Committee in December 2018 reviewed the base salaries of executive officers for 2019. Mr. Kaniewski's base salary was increased 5.5% to $950,000, Mr. Jaksich's 3% to $562,264 and Mr. Francis' 5% to $337,613. Mr. Parnell's base salary of $340,000 and Mr. Laterreur's base salary of $375,000 were established based on FW Cook data as of their respective promotion or hire dates in 2019.

The target direct compensation (base salary plus target annual incentive plus target long-term incentive) for Mr. Kaniewski was 85% of the survey competitive median and for Mr. Jaksich was 98% of the survey competitive median.

The Committee reviewed executive base salaries for 2020 in December 2019 based on the factors described above. The base salaries for Messrs. Kaniewski, Francis and Laterreur were increased 3%, Mr. Parnell's base salary was increased 4%, and Mr. Jaksich's base salary was unchanged.

Annual Incentives. The Company's short-term incentives for 2019 were established by the Committee. The Committee determined for 2019 that the annual incentive of executives should be based on optimizing profits and revenue growth. Accordingly, the executive officer programs provide

for target performance levels based 75% on the Company's net earnings performance and 25% on revenue growth performance. Annual incentives are targeted at the competitive median level. Competitive median levels are provided by FW Cook based on the primary benchmark survey prepared by Aon. For 2019, each named executive officer's annual incentive opportunity ranged from 0% to 200% of the targeted incentive, depending on the level of achievement of the Company's performance goals. For executive officers' 2019 annual incentives, a target incentive was established ranging from 45% to 100% of base salary, and performance goals were set based on net earnings and revenue growth results.

	2019 Target Incentives-Percentage of Base Salary
		100%
Mr. Kaniewski
Mr. Jaksich		75%
Mr. Parnell		45%
Mr. Francis		45%
Mr. Laterreur		45%

A minimum threshold level of performance had to be attained before any incentive was earned by an executive officer. Payout under the plan to any executive officer was capped at two times the target incentive. Participants, thresholds and specific performance levels are established by the Committee at the beginning of each fiscal year. The Committee may also award discretionary non-incentive-based bonuses to an executive officer to recognize exceptional performance in a particular year. No discretionary awards were made to named executive officers with respect to performance in the last three years.

The Committee approved in February 2019 participation, including executive officers, in the short-term incentive program for 2019. The annual incentives for

2019 were based 75% on net earnings improvement and 25% on revenue growth. Each performance measure operates independently. The Committee established the measures below to be used for the incentive threshold (payout at 50% of target), target incentive (payout at target), and maximum incentive (payout at 2x target) for both 2019 net earnings improvement and 2019 revenue growth. Payouts are linearly interpolated for performance between threshold/target and target/maximum performance levels.

Net Earnings Improvement (75% Weight)

			Threshold		Target		Maximum
			(0.5x target)		(1x target)		(2x target)
	2019	$	155.9 million	$	183.4 million	$	211.0 million
Revenue Growth (25% Weight)
			Threshold		Target		Maximum
			(0.5x target)		(1x target)		(2x target)
	2019	$	2,514 million	$	2,958 million	$	3,402 million

The threshold, target and maximum amounts for revenue growth represent total revenue numbers. The 2019 net earnings (GAAP net earnings of $153.76 million increased by $2.52 million for a Coatings segment non-recurring legal expense) were $156.3 million, which resulted in performance at 50.7% of target. The 2019 revenue was $2,767 million, resulting in performance at 78.5% of target. The combination of the two factors resulted in an annual incentive payout for executive officers at 57.7% of target for 2019. Based on the 2019 results, annual incentive payouts for 2019 were as follows:

2019 Annual Incentives

Mr. Kaniewski	$	548,150
Mr. Jaksich		243,320
Mr. Parnell		88,281
Mr. Francis		87,661
Mr. Laterreur (prorated based on hire date)		56,766

The Committee also established an additional incentive potential payout of 20% (all or nothing) of base salary based on individual performance goals established by the Committee, for a group including executive officers, but in no event could the total annual incentive payout exceed the 2x cap. The Committee approved payouts based on pre-established goals of $68,000 to Mr. Parnell and $43,725 (prorated based on hire date) to Mr. Laterreur.

In February 2020, the Committee selected the participants and established the performance goals for the 2020 annual incentive program. The performance goals for named executive officers in 2020 are based 75% on net earnings and 25% on revenue growth. The additional incentive potential payout plan referenced in the preceding paragraph was not continued in 2020.

Long-Term Performance Incentives. Long-term performance incentives for senior management in 2019 were provided in two ways: through the long- term performance share program, and through equity awards under the shareholder approved 2018 Stock Plan. Both long-term performance incentive programs (long-term performance share plan and equity awards) are targeted at competitive median levels. Competitive median levels are provided by FW Cook based on the primary benchmark survey prepared by Aon. For the three-year award cycle ended in 2019, each named executive officer's long-term incentive opportunity under the performance share program ranged from 0% to 200% of the targeted incentive, depending on the level of achievement of the Company's performance goals.

The current long-term performance share programs operate on three-year award cycles. The Committee selects participants, establishes target awards, and determines a performance matrix. The Committee in February 2017 designed the matrix for the award cycle ending in 2019 to encourage both the effective use of the Company's capital and the growth of its earnings, and consequently the matrix was based on average return on invested capital or "ROIC" and cumulative compound operating income growth or "OIG", weighted 50% ROIC and 50% OIG, at the beginning of the award cycle. The Committee established the following performance measures for ROIC and OIG for the award cycle ending in 2019:

	OIG
	(50% Weight)
Maximum	20%
Target	10%
Threshold	1%
Below Threshold	Below 1%

ROIC	Cumulative Payout
(50% Weight)	as % of Target
11.5%	200%
9.5%	100%
8.0%	55%
Below 9.5%	0%

The Committee in February 2017 selected the participants, including executive officers, for participation in the three-year award cycle ending in 2019. Targets for the 2017-2019 award cycle were

established based on a predetermined percentage ranging from 40% to 150% of base salary, which amount was converted to performance shares valued at the Company's stock price at the beginning of the performance period (which for the 2017-2019 performance period was a thirty-day average of $148.57). The percentage of base salary for the named executive officers was:


	Percentage of Salary
Mr. Kaniewski		85%*
Mr. Jaksich		80%
Mr. Parnell (prorated)		40%
Mr. Francis		40%

Mr. Kaniewski's percentage of base salary was 85% for 2017 and 150% for 2018 and 2019 (after he became CEO). Mr. Laterreur did not participate in the

2017-2019 plan due to his May 2019 hire date.

The performance matrix provides for the potential payouts to be increased or decreased in number based on greater or lesser levels of performance. Earned performance shares are valued at the Company's stock price at the end of the performance period (the thirty-day average prior to fiscal year end); consequently, payouts may be higher or lower based on the Company's stock price performance during the award cycle. Performance incentives are generally forfeited if a participant leaves the Company before the end of the performance cycle. Prorated awards may be earned based on performance results in the event of death, disability, normal retirement, termination of employment without cause, or a change in control. Earned performance shares are capped at two times the target number of performance shares. The Committee approves the number of performance shares to be paid following a review of results at the end of each performance cycle. Awards may be paid in cash or in shares of common stock or any combination of cash and stock; participants who have not attained applicable stock ownership guidelines receive 50% of the award in common stock.

Based on the above described ROIC and OIG performance goals established by the Committee, the Company's three-year average ROIC on an adjusted basis was 10.22% and the three-year cumulative compound adjusted operating income growth was 1.00%, resulting in an earnout at 65.8% of target. The Company's calculation of return on invested capital for the three fiscal years is on page 20 of the 2019 Form 10-K. The 2018 ROIC used an adjusted operating income and an adjusted tax expense. The 2018 adjusted operating income (GAAP operating income of $202.3 million increased by net aggregate pre-tax adjustments of

$67.1 million of non-recurring items relating to restructuring expense of $34.0 million, goodwill and intangible asset impairments of $15.8 million, inventory and other assets impairments for plant closures of $7.9 million, non-recurring vendor quality expenses of $5.0 million and acquisition diligence costs of $4.4 million) was $269.4 million on an adjusted basis. Using an adjusted tax rate of 24.0% (adjusted to exclude the non-deductible goodwill impairment and certain restructuring expenses in taxing jurisdictions where the Company will not realize a tax benefit) resulted in an adjusted after-tax operating income of $204.7 million. The 2019 ROIC used an adjusted operating income. The 2019 adjusted operating income (GAAP operating income of $237.7 million plus $5.8 million of pre-tax expense from the nonqualified deferred compensation plan plus $3.3 million of pre-taxnon-recurring legal expense) was $246.8 million.

The Company's stock price during the performance period decreased from $148.57 to $144.78 which decreased the value of the earned performance shares. Consequently, long-term payments were earned by the named executive officers as follows:

2017-2019 Long-Term Incentives

Mr. Kaniewski	$	681,528
Mr. Jaksich		271,792
Mr. Parnell (prorated based on promotion date)		28,770
Mr. Francis		77,070
Mr. Laterreur (did not participate in the 2017-2019 plan)		0

All awards to the named executive officers were paid in cash, except 50% of the awards to Mr. Kaniewski and Mr. Parnell were paid in stock. There were no payments made for 2016 or 2017 under the 2014-2016 and 2015-2017long-term incentive plans. Payments under the 2016-2018long-term incentive plan were 114.3% of target.

In February 2019, the Committee selected the participants and established the performance goals for the 2019-2021 award cycle; the performance goals for the cycle ending in 2021 are again based on a combination of growth in operating income and return on invested capital. Targets were established for executive officers based on a percentage of base salary ranging from 40% to 165% and performance targets established at 10% average ROIC and 10% OIG growth.

Stock Incentives and Ownership Guidelines. The board of directors, upon recommendation of the Committee, has established stock ownership and retention guidelines for senior management. The guidelines require an equity position having a value of 6.0 times base salary for the Chief Executive Officer, 2.5 times base salary for the Chief Financial Officer and Group Presidents, 1.5 times base salary for senior vice presidents and 1.0 times base salary for other corporate officers. The officers are required to retain 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until the stock ownership guidelines have been attained and maintained. The named executive officers currently meet these targets, except for Mr. Kaniewski who became a named executive officer in October 2016, Mr. Parnell who became an executive officer in January 2019, and Mr. Laterreur who became a named executive officer in May 2019.

Long-term stock incentives are provided through grants of stock options and restricted stock units to executive officers and other key employees pursuant to the shareholder approved 2018 Stock Plan. The stock component of compensation is intended to retain and motivate employees to improve long-term shareholder value. Such grants for executive officers were in 2017, 2018 and 2019 made at the regularly scheduled Committee meeting in December of each year as part of the compensation for the upcoming year. Stock options are granted at the market value on the date of grant and have value only if the Company's stock price increases. Stock options granted during 2019 vest beginning on the first anniversary of the grant in equal amounts over three years and expire seven years after the date of grant. Employees must be employed by the Company at the time of vesting in order to exercise the options. Options granted in 2019 also vest on death, disability and involuntary termination following a change-of-control. If an employee retires after age 62 (with five years of service), options continue to vest and be exercisable according to the original terms. The Company's stock plans prohibit repricing. Restricted stock units granted during 2019 vest in three equal installments beginning on the first anniversary of the grant; the units also vest on death, disability and involuntary termination following a change-of-control, and vesting is prorated if an employee retires after age 62 (with five years of service).

The Committee establishes the number and terms of the options and restricted stock units granted under the stock plans. The Committee established the terms and provisions of such equity grants based

on industry standards as provided to the Committee by its independent compensation consultant. The Committee established the number of options and restricted stock units to each executive officer so that the aggregate long-term incentive compensation would be targeted at competitive median levels. The value used in determining the number of stock options granted to each executive officer was computed in accordance with FASB Accounting Standards Codification Topic 718, which is described in footnote 12 to the Company's consolidated financial statements. The Committee encourages executives to build a substantial ownership investment in the Company's common stock. The table on page 3 reflects the ownership position of the directors and executive officers at March 6, 2020. Outstanding performance by an individual executive officer is recognized through larger equity grants. The Committee, in determining grants of equity under the stock plans, also reviews and considers the executive's history of retaining shares previously obtained through the exercise of prior options and restricted stock grants. In December 2019, stock options and/or restricted stock units were granted to named executive officers with a fair market value of a percentage of base salary as follows:

	Percentage of Base Salary
Mr. Kaniewski	165%
Mr. Jaksich	0% (due to his planned retirement)
Mr. Parnell	50%
Mr. Francis	50%
Mr. Laterreur	40%

The amounts were established so that aggregate long-term incentive compensation would be targeted at competitive median levels. Competitive median levels are provided by FW Cook based on the primary benchmark survey prepared by Aon.

The Committee granted options for an aggregate of 57,648 shares and restricted stock units for an aggregate of 69,553 shares to a total of 241 employees in December 2019, including options and restricted stock units to named executive officers as described below. The Committee had granted restricted stock units for 8,765 shares, including restricted stock units for director fees, prior to December 2019.

The Committee determined that the annual equity grants to the executive officers should be 50% stock options and 50% restricted stock units (on a value basis), to reflect current market practices as determined by FW Cook. In December 2019, the Committee granted the following stock options and restricted stock units to the named executive officers:

	December 2019 Stock Grants
	Stock Options	Restricted
Mr. Kaniewski	Stock Units
21,869	5,812
Mr. Jaksich	0	0
Mr. Parnell	2,709	720
Mr. Francis	2,220	590
Mr. Laterreur	1,973	524

Mr. Laterreur also received a grant of 89 restricted stock units upon his hire in May 2019. The option grants and restricted stock unit grants vest in equal installments over three years. The Committee determined that such grants were appropriate long-term incentives, based on market data and the Committee's review of each executive's performance.

The Committee believes that the programs described above provide compensation that is competitive with comparable companies, link executive and shareholder interests and provide the basis

for the Company to attract and retain qualified executives. The Committee will continue to monitor the relationship among executive compensation, the Company's performance, and shareholder value.

Hedging and Pledging Policy

Valmont's policy prohibiting directors and officers from hedging or pledging Company stock has been in effect for more than ten years. The Company reviewed and enhanced its policy in December 2019. The current policy prohibits hedging and pledging transactions by directors, executive officers, corporate officers and group presidents with respect to any Valmont equity securities held directly or indirectly by such persons. Hedges are any transactions designed to hedge or offset any decrease in the market value of Valmont equity securities. Such transactions include short-sales, prepaid variable forward contracts, equity swaps, collars, and exchanges.

Compensation Risk Assessment

The Human Resources Committee in February 2020 conducted a risk assessment of the Company's compensation programs which was reviewed by its independent compensation consultant. The Committee determined that the risks arising from the Company's compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. The Committee believes the programs are designed to promote long-term value creation and do not motivate imprudent risk taking. The Company sets performance goals that are reasonable in light of past performance and market conditions. The annual and long- term incentive plans for executives and senior management use an aggregate of three or more company-wide performance metrics which provide for sliding scale incentives rather than an all-or-nothing approach; all such incentives have thresholds before they are paid and all are capped. The long-term incentives, consisting of performance shares, stock options and restricted stock units, have a three-year performance period or vesting period and consequently the value to executives varies with the Company's stock price over the period. The Company has a stock retention policy which requires retention of 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until stock ownership guidelines are met. The Company has an executive clawback policy in the event of financial restatements due to fraud. The Company also has policies which prohibit the hedging or pledging of Company stock by directors and officers.

Human Resources Committee Report

The Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussion, has recommended to the board that the Compensation Discussion and Analysis be included in this Proxy Statement.

HUMAN RESOURCES COMMITTEE

Daniel P. Neary, Chairman

Catherine James Paglia

Donna M. Milrod

Pay Ratio Information

We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer (CEO) for our fiscal 2019. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with applicable securities regulations.

For our fiscal year ended December 28, 2019:

The median of the annual total compensation of all employees of our company (other than our CEO) was $46,015.
The annual total compensation of our CEO, as reported in the Summary Compensation Table, was $4,872,938.
Based on this information, for 2019 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 106 to 1.

To identify the median of the annual total compensation of all our employees, we selected September 30, 2019 as the date for data gathering to identify the median employee because it enabled us to make such determination in a reasonably efficient and economical manner. We used the total cash compensation (base salary, cash bonuses and cash incentives) of all employees globally as reflected in payroll records. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation.

We did not use the same median employee as we did in 2018. That employee worked substantial overtime in 2019 and those changed circumstances resulted in unusually high compensation, which would not have been representative of our typical median employee and would have resulted in a significant change in our pay ratio.

Once we identified our median employee, we combined all elements of such employee's compensation for 2019 to arrive at such employee's total compensation in the same manner as we arrived at our CEO's total compensation as set forth in the Summary Compensation Table.

Executive Compensation

Summary Compensation Table

Stephen G. Kaniewski

President and Chief

Executive Officer

					Non-equity
			Stock	Option	incentive	All other
	Salary	Bonus	plan	Total
Year	awards	awards	compensation	compensation
($)	($)	($)(1)	($)(2)	($)	($)(3)	($)
2019	950,000	0	2,423,665	827,523	548,150	123,600	4,872,938
2018	900,000	0	1,350,000	1,604,262	448,200	126,446	4,428,908
2017	575,000	0	1,488,655	1,358,055	413,080	13,500	3,848,290

Mark C. Jaksich	2019	562,263	0	449,811	0	243,320	42,980	1,298,374
Executive Vice	2018	545,887	0	436,710	460,338	203,889	55,754	1,702,578
President and Chief	2017	529,988	0	423,990	439,290	333,150	38,792	1,765,210
Financial Officer
T. Mitchell Parnell(4)	2019	337,572	0	276,056	102,509	156,281	17,612	890,030
Senior Vice President
Human Resources
Timothy P. Francis(5)	2019	337,613	0	255,713	84,005	87,661	22,678	787,670
Senior Vice President	2018	321,535	0	245,164	208,338	72,056	20,829	867,922
Corporate Controller	2017	300,500	0	200,567	80,852	107,940	18,357	708,216
Claudio O. Laterreur(6)	2019	214,904	100,000	295,734	74,658	100,491	36,386	822,173
Senior Vice President
IT and CIO

Stock awards consist of the grant date fair value (based on the target award amount) of the performance shares which can be earned by each of the above-named executives under the long-term incentive program with respect to grants in each fiscal year. See Compensation Discussion and Analysis for a description of these awards. The maximum award value, if earned (exclusive of increases in performance share value based on increases in the Company's stock price) would be two times the amounts shown in this column for the performance shares. Stock awards include the value of restricted stock units granted to Messrs. Kaniewski in 2017, to Mr. Parnell in 2019, to Mr. Francis in 2017, 2018 and 2019 and to Mr. Laterreur in 2019.
Option awards reflects the aggregate grant date fair value of stock options computed in accordance with FASB Accounting Standards Codification Topic 718. See footnote 12 to the Company's consolidated financial statements for the assumptions used in the valuation of these awards. The exercise price of all options granted in 2019 to the named executive officers was $147.31.
All Other Compensation reflects amounts contributed by the Company to its 401(k) plan and related supplemental benefit plan, which matches the amounts contributed in 2019 by executive officers in accordance with plan provisions; such Company contributions are 4.5% of the executive officer's salary, bonus and incentives that are paid in cash. Contributions to the supplemental benefit plan are based on cash compensation, a majority of which is performance based and variable and is paid only if performance levels are met. All other compensation for Mr. Kaniewski includes $80,850 with respect to personal use of Company aircraft in 2019 based on the Company's variable operating cost.
Mr. Parnell became an executive officer in 2019.
Mr. Francis became a named executive officer in 2018.
Mr. Laterreur became an executive officer in 2019. Mr. Laterreur received a sign-on bonus of $100,000, reported in Bonus and $32,167 relocation benefits included in All Other Compensation.

Grants of

Plan-Based Awards for Fiscal 2019

					All Other	All Other
					Stock	Option	Exercise	Grant
					Awards:	Awards:
		Estimated Future Payouts		Estimated Future Payouts	Number of	Number of	or Base	Date Fair
			Shares of	Securities	Price of	Value of
		Under Non-Equity Incentive		Under Equity Incentive Plan
			Stock or	Underlying	Options	Stock and
		Plan Awards ($)(1)		Awards (# of shares)(1)
	Grant		Units	Option	Awards	Option
Name	ThresholdTarget Maximum		Threshold Target Maximzum
Date		(#)(1)	(#)	($/share)	Awards($)(2)

Stephen G. Kaniewski	02/25/2019	0	950,000	1,900,000	6,554	13,108	26,216
	12/16/2019							5,812	21,869	147.31	1,683,688
Mark C. Jaksich	02/25/2019	0	421,698	843,396	1,881	3,761	7,522
Timothy P. Francis	02/25/2019	0	151,926	303,852	706	1,411	2,822
	12/16/2019							590	2,220	147.31	170,917
T. Mitchell Parnell	02/25/2019	0	153,000	306,000	711	1,421	2,842
	12/16/2019							720	2,709	147.31	208,572
Claudio O. Laterreur	05/28/2019	0	98,381	196,762	540	1,080	2,160	89			10,344
	12/16/2019							524	1,973	147.31	151,848

Non-equityincentive awards were made with respect to the Company's 2019 annual incentive plan. Equity incentive plan awards represent performance shares under the Company's 2019-2021long-term incentive plan. See Compensation Discussion and Analysis for a description of the plan. Performance shares, option awards and restricted stock unit awards are made under the shareholder-approved 2018 Stock Plan.
See footnote 12 to the Company's consolidated financial statements for the assumptions used in valuing these awards.

		Outstanding Equity Awards at Fiscal Year-End
									Equity
								Equity	Incentive
								Plan
								Incentive	Awards:
			Equity					Plan	Market or
							Awards:	Payout
			Incentive				Market	Number of	Value of
			Plan			Number of	Unearned	Unearned
	Number of	Number of	Awards:			Value of	Shares,	Shares,
	Number of			Shares or	Shares or	Units or	Units or
	Securities	Securities	Securities	Option		Units of	Units of	Other	Other
	Underlying	Underlying	Underlying	Option	Stock That	Stock That	Rights That	Rights That
	Unexercised	Unexercised	Unexercised	Exercise	Have Not	Have Not	Have Not	Have Not
Name	Options (#)	Options (#)	Unearned	Price	Expiration	Vested	Vested	Vested	Vested
Exercisable(1)	Unexercisable(1)	Options	($)	Date	(#)(2)	($)(3)	(#)(4)	($)(5)
Stephen G.
Kaniewski	2,869	0	0	145.25	12/09/2020	11,896	1,788,801	7,734	1,162,961
	1,823	0		132.84	12/08/2021			8,133	1,222,959
	4,882	0		104.47	12/16/2022			13,108	1,971,050
	12,076	0		151.90	12/19/2023
	20,727	10,364		164.35	12/18/2024
	17,539	35,079		112.08	12/17/2025
	0	21,869		147.31	12/16/2026
Mark C. Jaksich	3,177	0	0	145.25	12/09/2020	0	0	2,853	429,006
	10,679	0		132.84	12/08/2021			2,631	395,623
	5,238	0		151.90	12/19/2023			3,761	565,542
	6,704	3,353		164.35	12/18/2024
	5,033	10,066		112.08	12/17/2025
Timothy P. Francis	1,009	0	0	132.84	12/08/2021	1,255	188,714	809	121,649
	1,485	0		151.90	12/19/2023			968	145,558
	1,234	617		164.35	12/18/2024			1,411	212,172
	0	4,000		112.08	12/17/2025
	944	1,889		112.08	12/17/2025
	0	2,220		147.31	12/16/2026
T. Mitchell Parnell	0	2,709	0	147.31	12/16/2026	1,270	190,970	302	45,412
								686	103,154
								1,421	213,676
Claudio Laterreur	0	1,973	0	147.31	12/16/2026	613	92,177	476	71,576
								1,080	162,400

The options that expire on December 9, 2020 vested in equal amounts on December 9 of 2014, 2015 and 2016. The options that expire on December 8, 2021 vested in equal amounts on December 8 of 2015, 2016 and 2017. The options that expire on December 16, 2022 vested in equal amounts on December 16, 2016, 2017 and 2018. The options that expire on December 19, 2023 vested in equal amounts on December 23 of 2017, 2018 and 2019. The options that expire on December 18, 2024 vested or vest in equal amounts on December 18, 2018, 2019, and 2020. The options that expire on December 17, 2025 vested or vest in equal amounts on December 17, 2019, 2020, and 2021, except the 4,000 options granted to Mr. Francis that expire on December 17, 2025 vest on December 17, 2023. The options that expire on December 16, 2026 vest in equal installments on December 16, 2020, 2021 and 2022.
Mr. Kaniewski's restricted stock unit grants include a 6,084 restricted stock unit grant in December 2017 which vests in three equal installments beginning on the third anniversary of the grant. The remaining awards for these named executive officers reported in this column are restricted stock units which vest in equal installments over three years following date of grant and on vesting will be settled in an equal number of shares of common stock. Dividends are paid upon vesting of restricted shares.
Based on the number of shares or units at the closing market price at the end of the 2019 fiscal year ($150.37 per share).
Number shown is based on the target number of performance shares which can be earned under the long-term incentive plans for the three-year periods ending in 2019, 2020, and 2021, respectively. See Compensation Discussion and Analysis for a description of the provisions of the long-term incentive plans.
Based on the target number of performance shares at the closing market price at the end of the 2019 fiscal year ($150.37 per share).

Options Exercised and Stock Vested in Fiscal 2019

		Option Awards		Stock Awards
		Number of Shares		Value		Number of	Value Realized on
Name	Acquired on		Realized on Exercise	Shares Acquired
Exercise (#)	($)(1)		on Vesting (#)	Vesting ($)(2)
Stephen Kaniewski	3,065		14,375		0		0
Mark Jaksich	18,714		583,805		465		68,954
Timothy Francis	4,542		177,956		1,146		149,975
T. Mitchell Parnell	0		0		482		71,628

Difference between the exercise price of the options and the market price on date of exercise.
Based on market value at vesting date of the related restricted stock units.

Nonqualified Deferred Compensation

Name

Stephen G. Kaniewski

Mark C. Jaksich

Timothy P. Francis

T. Mitchell Parnell

Claudio O. Laterreur

Executive	Registrant	Aggregate	Aggregate	Aggregate
Contributions	Contributions	Earnings	Balance at
in Last	in Last	in Last	Withdrawals/	Last Fiscal
Fiscal Year	Fiscal Year	Fiscal Year	Distributions	Year End
($)(1)	($)(2)	($)	($)	($)(3)(4)

57,000	30,150	37,919	207,226
309,349	30,380	649,598	4,346,096
16,635	10,078	15,875	114,216
5,380	5,012	1,318	11,711
0	0	0	0

Executive officer contributions are included in the executive compensation amounts reflected in the Summary Compensation Table as part of Salary, Bonus and Non-equity Incentive Plan Compensation; such contributions include deferrals to the nonqualified deferred compensation plan but not amounts contributed to the qualified 401(k) plan.
Reflects Company contributions to match executive contributions to nonqualified deferred compensation plans but does not include Company match for executive contributions to the 401(k) plan. Company contributions match executive contributions to the 401(k) and related nonqualified deferred compensation plans with respect to compensation and are included in the Summary Compensation Table under All Other Compensation. Company contributions are 4.5% of the executive officer's salary, bonus and cash incentives.
The aggregate balance includes amounts contributed after the fiscal year end with respect to fiscal 2019 compensation.
The Company does not have a pension plan or other defined benefit plan. The Company's nonqualified deferred compensation plan is offered to allow certain Company employees who, due to compensation and contribution ceilings established under the Internal Revenue Service regulations, are limited in making contributions to the Company's 401(k) plan. This plan is fully funded and the related assets in the plan are reported on the Company's balance sheet and are subject to creditor claims in event of the Company's bankruptcy. The vesting provisions follow that of the Company's 401(k) plan. Compensation that is eligible for deferral by the executive includes salary, bonus and cash incentives, and the executive may defer any percentage of eligible compensation. Investment values and related earnings are based on quoted market prices of the investments held by the plan. Investment alternatives under the plan are selected by each employee and may be changed based on the rules set forth by each investment fund selected by the employee. Distribution payments are made upon a specified period after separation from

service in accordance with Section 409A of the Internal Revenue Code. The methods of distribution include single lump sum cash payment or annual installments for 2-10 years. In-service withdrawals are allowed in compliance with Section 409A of the Code.

Name

Mogens Bay Walter Scott, Jr. Kaj den Daas Daniel P. Neary Clark T. Randt J. B. Milliken Catherine J. Paglia Theo W. Freye Donna M. Milrod Richard A. Lanoha

Director Compensation
Fees Earned			Non-Equity
Stock	Option	Incentive	All Other
or paid	Plan	Total
in Cash	Awards	Awards	Compensation	Compensation
($)(1)	($)(1)(2)	($)	($)	($)	($)
175,000	130,000	0	0	0	305,000
108,500	130,000	0	0	0	238,500
98,500	130,000	0	0	0	228,500
115,500	130,000	0	0	0	245,500
104,500	130,000	0	0	0	234,500
91,000	130,000	0	0	0	221,000
135,500	130,000	0	0	0	265,500
92,000	130,000	0	0	0	222,000
97,000	130,000	0	0	0	227,000
17,500	0	0	0	0	17,500

Non-employeedirectors in 2019 received (1) an annual retainer of $75,000, (2) $2,500 for each board meeting attended ($1,000 if the participation was via teleconference), and (3) $2,000 for each committee meeting attended ($1,000 if the participation was via teleconference). The lead director received an additional cash retainer of $30,000 for 2019 and each committee chairman received an additional $10,000 cash retainer for the year. Mr. Bay became non-executive Chairman in 2019 and received a $100,000 cash retainer in addition to regular director fees (without per meeting fees). Director Scott has elected to receive his cash fees in the form of deferred compensation which accrues interest indexed to U.S. government bonds compounded monthly. Non-employee directors also received a grant of restricted stock units with a value of $130,000 (based on the closing market price of the Company's common stock on the date of the Company's annual shareholders' meeting). The equity grants are made annually on the date of and following completion of the Company's annual shareholders' meeting. The restricted stock units vest on the first anniversary of the grant date (subject to deferral by the director). The total cash compensation and the grant date fair value of equity awards for a non-employee director may not exceed $500,000 in a calendar year. Mr. Lanoha became a director in October 2019.
Unexercised stock awards (consisting of unvested restricted stock units) for each director as of December 28, 2019 were as follows:

Name

Mogens Bay

Walter Scott, Jr.

Kaj den Daas

Daniel P. Neary

Clark T. Randt

J. B. Milliken

Catherine J. Paglia

Theo W. Freye

Donna M. Milrod

Richard A. Lanoha

Restricted
Stock Units
964
964
964
964
964
964
964
964
964
0

The Human Resources Committee, with input from FW Cook, reviewed director compensation in February 2020. The Committee recommended, and the Board approved, the following changes effective April 1, 2020: (1) the elimination of meeting fees, (2) a cash retainer of $95,000 per annum, (3) an annual equity retainer of $135,000 per annum, (4) an increase in committee chair retainers to $15,000 per annum, (5) a non-chair audit committee member retainer of $7,500 per annum, (6) a lead director additional retainer of $30,000 per annum and (7) an additional non-executive chairman retainer of $87,500 per annum.

Equity Compensation Plan Information

The following table provides information about the Company's common stock that may be issued upon exercise of options, warrants and rights under existing equity compensation plans as of December 28, 2019.

		Number of securities		Weighted-average	Number of securities
			remaining available for
		to be issued upon		exercise price of	future issuance under
		exercise of		outstanding	equity compensation
		outstanding options,		options,	(including securities plans
		warrants and rights	warrants and rights	reflected in column (a))
		(a)		(b)	(c)
Equity compensation plans approved by security holders	662,929		133.90		1,208,223
Equity compensation plans not approved by security
holders	0				0
Total	662,929		133.90		1,208,223

Includes 488,560 outstanding stock options and 174,369 outstanding restricted stock units.
Weighted-averageexercise price of outstanding stock options.

Potential Payments Upon Termination or Change-In-Control

Valmont does not have employment agreements with its executive officers. Valmont also does not have special severance or change-in-control payment agreements with its executive officers.

Valmont's executive officers may receive severance payments upon a termination of employment under Valmont's severance plan which is generally available to all administrative employees. The severance plan generally provides 16 weeks of salary plus one week of salary for each year of service. Valmont's executive officers would also be entitled to receive upon termination of employment amounts accumulated in their respective deferred compensation accounts, at the times and in the manner established for their respective accounts; such amounts are described in the Non-Qualified Deferred Compensation table.

Valmont's 2013 Stock Plan and 2018 Stock Plan provide that all outstanding options become immediately exercisable in the event of an involuntary termination following a change-in-control and that all restrictions on restricted stock lapse in the event of such an involuntary termination following a change-in- control. A change-in-control, defined specifically in the plans, generally occurs if: (i) a person, entity or group (excluding Valmont plans) acquires 50% or more of Valmont's common stock or total voting power of Valmont's voting securities; (ii) incumbent directors or their replacements (whose election or nomination was approved by at least a majority of then incumbent directors) cease to constitute a majority of the board; (iii) a reorganization, merger, consolidation, or sale of substantially all of the Company's assets occurs unless Valmont's shareholders prior to the transaction own after the transaction 50% or more of the voting power of Valmont's securities; and (iv) Valmont is liquidated or dissolved. Options provide for continued vesting pursuant to the option terms if the

optionee voluntarily retires on or after attaining age 62. If such a change-in-control (involving an involuntary termination) or retirement had occurred on the last day of fiscal 2019, the incremental value (fair market value of company common stock on such date less exercise price) of unvested options and unvested restricted stock and restricted stock units held by the named executed officers would have been:

Mr. Kaniewski

Mr. Jaksich

Mr. Francis

Mr. Parnell

Mr. Laterreur

	Unvested		Unvested
		Restricted
	Options		Stock
$	1,434,218	$	1,788,802
$	385,427	$	0
$	293,423	$	188,714
$	8,290	$	190,970
$	6,038	$	92,176

The unvested stock options for such individuals and the unvested restricted stock for such individuals are set forth in the Outstanding Equity Awards at Fiscal Year-End table. In addition, a pro rata portion (based on period of service and full period performance results) of the performance shares awarded under the long- term incentive plan may be earned in the event of death, disability, normal retirement, termination of employment without cause, or change-in-control. If such a change-in-control or retirement had occurred on the last day of fiscal 2019, the prorated value of the long-term incentive awards (based on target award numbers) which would have been payable to the named executive officers would have been:

Mr. Kaniewski		$	2,635,284
Mr. Jaksich		$	881,269
Mr. Francis		$	289,411
Mr. Parnell		$	185,405
Mr. Laterreur		$	101,850
	30

Shareholder Return Performance Graphs

The graphs below compare the yearly change in the cumulative total shareholder return on the Company's common stock with the cumulative total returns of the S&P Mid Cap 400 Index and the S&P Mid Cap 400 Industrial Machinery Index for the five and ten-year periods ended December 28, 2019. The Company was added to these indexes in 2009 by Standard & Poor's. The graphs assume that the beginning value of the investment in Company Common Stock and each index was $100 and that all dividends were reinvested.

Audit Committee Report

The Audit Committee is appointed by the board of directors to assist the board by reviewing (1) the integrity of the Company's financial statements, (2) the qualifications, independence and performance of the Company's independent auditors and internal auditing department and (3) the compliance by the Company with legal and regulatory requirements. The Committee oversees the Company's risk with respect to operational, compliance and financial matters, including legal, insurance and cybersecurity matters. The Committee manages the Company's relationship with its independent auditors, who report directly to the Committee. The Committee has sole authority to retain, compensate, oversee and terminate the independent auditors. The Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company's website at www.valmont.com.

The Company's management is responsible for its financial reporting process and internal controls. The independent auditors are responsible for performing an independent audit of the Company's consolidated financial statements and issuing an opinion on the conformity of those audited financial statements with generally accepted accounting principles. The Committee oversees the Company's financial reporting process and internal controls on behalf of the board of directors.

The Committee reviews the Company's annual audited financial statements, quarterly financial statements and filings with the Securities and Exchange Commission. The Committee reviews reports on various matters, including (1) critical accounting policies of the Company, (2) material written communications between the independent auditor and management, (3) the independent auditor's internal quality-control procedures, (4) significant changes in the Company's selection or application of accounting principles and (5) the effect of regulatory and accounting initiatives on the financial statements of the Company. The Committee also considered whether the provision of non-audit services provided by Deloitte & Touche LLP ("Deloitte"), the Company's independent auditors, to the Company during fiscal 2019 was compatible with the auditor's independence.

The Committee reviewed and discussed the Company's audited financial statements for fiscal 2019 with both management and Deloitte. The Committee

received from and discussed with Deloitte the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Committee concerning independence. The Committee also discussed with Deloitte the matters required to be discussed pursuant to the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. Based on these reviews and discussions, the Committee recommended to the board of directors and the board has approved that the Company's audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019.

AUDIT COMMITTEE

Walter Scott, Jr., Chairman

Kaj den Daas

Daniel P. Neary

Catherine James Paglia

Donna M. Milrod

ITEM 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

Valmont is asking its shareholders to provide advisory approval of the compensation paid to named executive officers. Shareholders are being asked to vote on the following resolution:

RESOLVED, that the shareholders approve, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement for the 2020 annual meeting of stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related narrative discussion.

The Company believes that its compensation programs have served to achieve the objectives of attracting highly competent executives, enhancing long-term growth and shareholder value, and assuring compensation at appropriate levels based on performance.

Valmont conducted its first advisory vote on executive compensation in April 2011. The compensation resolution passed with over 96% of the vote every year since 2011, including 98.6% of the vote in 2019. Valmont's shareholders in April 2017 cast 86.2% of their votes in favor of an annual frequency for the say-on-pay vote. The board of directors and the Human Resources Committee considered these results in determining compensation policies and decisions, and determined to hold annual say-on-pay votes and, based on the significant level of shareholder support, to continue the current compensation objectives, strategies, processes and practices described below.

Compensation Objectives, Strategies, Processes and Practices

The Company encourages shareholders to read about its compensation objectives, strategies, processes and practices in the Compensation Discussion and Analysis. Some of the more significant elements of the compensation practices are:

Base pay, target annual incentives and long-term incentives are targeted at median market levels. Median market levels are determined by Frederic W. Cook & Co., Inc. (FW Cook), the independent executive compensation consultant to the Human Resources Committee, based on peer group and general industry survey data. FW Cook reports directly to the Human Resources Committee and provides no other services to the Company.
Annual incentives and long-term incentives are performance based. Executive officers do not receive incentive payments unless pre-established targets are met.
Valmont's executive officers do not have employment agreements.
Valmont's executive officers do not have agreements providing for special payments in the event of a termination of employment or change-of- control.
Valmont does not maintain a perquisite program for executive officers.
Valmont has an executive compensation recoupment policy that covers cash and equity incentive compensation.
Valmont's stock plan prohibits option repricing.
Valmont has stock ownership guidelines for directors and executive officers.
Valmont has a stock retention policy for executive officers which requires retention of 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until the stock ownership guidelines are met.
Valmont has policies prohibiting hedging and pledging of Valmont stock applicable to directors and officers.

Fiscal 2019 Compensation for Executive Officers

Base Salary. The base salaries paid to certain of Valmont's named executive officers in 2019 were increased to bring such salaries more in line with competitive medians as determined by the independent compensation consultant of the Human Resources Committee. The base salary of the Chief Executive Officer increased 5.5% to $950,000. Mr. Jaksich and Mr. Francis received base salary increases for 2019 of 3% and 5%, respectively, based on market data provided by FW Cook. Mr. Parnell's base salary was set at $340,000 upon his promotion to his current position on January 1, 2019, and Mr. Laterreur's base salary was set at $375,000 upon his hiring in May 2019, in each case, based on market data provided by FW Cook.
Annual Incentives. Annual incentives are performance based. The annual incentives for 2019 were based 75% on net earnings improvement and 25% on revenue growth. With respect to net earnings improvement, the Human Resources Committee established threshold net earnings of $155.9 million; the Human Resources Committee determined that a target annual incentive would be earned for net earnings of $183.4 million and that a maximum incentive of 2x target would be earned for net earnings of $211.0 million. With respect to revenue growth, the Human Resources Committee established a threshold (of total revenue) of $2,514 million, a target of $2,958 million and a maximum incentive of 2x target of $3,402 million. The 2019 net earnings of $156.3 million as adjusted (see Compensation Discussion and Analysis) resulted in a payment at 50.7% of target for this metric. The 2019 revenue of $2.767 million resulted in a payment at 78.5% of target for this metric. The combination of the factors resulted in an annual incentive payout for executive officers at 57.7% of target for 2019. The target annual incentive was based on the competitive median pursuant to the primary benchmark survey provided by FW Cook. The Committee also approved payouts of $68,000 to Mr. Parnell and $43,725 to Mr. Laterreur based on a special incentive plan for 2019, which provided an opportunity to earn an additional 20% of base salary (with no partial payments) based on the achievement of preestablished individual objectives.
Long-TermIncentives. Long-term incentives are performance based. The three-year performance period which ended in 2019 based long-term incentives on a combination of three-year average ROIC (return on invested capital) and three-year growth in OIG (cumulative compound operating income growth), weighted 50% ROIC and 50% OIG. The Human Resources Committee established in February 2017 the targets for the three-year performance cycle ending in 2019. The targets were established at OIG growth of 10% and average ROIC of 9.5%. The adjusted three-year growth in OIG of 1.00% and the adjusted three-year average ROIC of 10.22% (see Compensation Discussion and Analysis) resulted in payouts under the 2017-2019long-term incentive plan at 65.8% of target. There were no earnouts for 2016 or 2017 under the 2014-2016 or 2015-2017long-term incentive plans, and an earnout was at 114.3% of target for the 2016-2018 plan.
Equity Incentives. Stock options and restricted stock units are also a form of long-term incentive. The Human Resources Committee established the terms and provisions of equity awards granted in 2019 based on industry standards as provided by its independent compensation consultant. The number of options and restricted stock units granted to each executive officer was established so that the aggregate long-term incentive compensation would be targeted at competitive median levels. Information on the equity awards granted to named executive officers during 2019 is at Grants of Plan Based Awards for Fiscal 2019.

This advisory resolution, commonly referred to as a "say-on-pay" resolution, is nonbinding on the board of directors. Although nonbinding, the board of directors and the Human Resources Committee will review and consider the voting results when making future decisions regarding the Company's executive compensation programs.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF ITEM 2.

ITEM 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The firm of Deloitte & Touche LLP and the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively Deloitte Entities)

conducted the 2019 and 2018 audits of the Company's financial statements. Fees billed by the Deloitte Entities to the Company for services provided during the

2019 and 2018 fiscal years were as follows:

	2019	2018
Audit Fees	2,485,000		2,411,396
Audit-Related Fees	326,505		462,544
Tax Fees	234,556		205,782
Other Fees	5,000		5,000
Total Fees	3,051,061		3,084,722

Audit Fees consist of the audit of the Company's fiscal 2019 and 2018 annual financial statements, review of the Company's quarterly financial statements during 2019 and 2018, fees associated with registration statements and other services that are normally provided in connection with statutory and regulatory filings. Audit fees also included the audit of the effectiveness of the Company's internal control over financial reporting.

Audit-Related Fees consist of financial statement audits of employee benefit plans, consents related to Securities and Exchange Commission filings, procedures in connection with SEC registration statements, comfort letters provided in connection with the issuance of debt, agreed-upon procedures, documentation review in connection with the Company's internal controls over financial reporting and due diligence services performed with respect to acquisitions.

Tax Fees consist of international tax planning and federal, state and expatriate tax compliance.

The Committee pre-approves all audit and permitted non-audit services to be performed by the independent auditor, including audit services, audit-related services, tax services and any other services. The Committee periodically grants pre-approval of specific audit and non-audit services including cost levels for such services. Any services not covered by prior pre-approvals, or services exceeding the pre-approved cost levels, must be approved in advance by the Committee. In periods between Committee meetings, the Committee Chairman has the delegated authority to pre-approve additional services, and such pre-approvals are then communicated to the full Committee.

The Audit Committee has appointed Deloitte & Touche LLP as independent auditors to conduct the 2020 audit of the Company's financial statements and requests that the shareholders ratify this appointment. A representative from Deloitte & Touche LLP will be present at the annual meeting of shareholders and will have the opportunity to make a statement and to respond to appropriate questions. In the event the shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 3.

Shareholder Proposals

Shareholder proposals intended to be presented at the 2021 annual meeting of shareholders must be received by the Company no later than November 19,

2020 in order to be considered for inclusion in the proxy statement for such meeting.

The Company's bylaws set forth certain procedures which shareholders must follow in order to nominate a director or present any other business, not submitted for inclusion in the proxy statement, at an annual shareholders' meeting. Generally, a shareholder must give timely notice to the Secretary of the Company. To be timely, such notice must be received by the Company at its principal executive offices not less than 90 nor more than 120 days prior to the first anniversary of the 2021 annual shareholders' meeting. If the date of the 2021 annual shareholders' meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary date, then the notice must be received no earlier than the 120th day prior to such annual meeting and not later than the later of the close of business on the 90th day prior to such annual meeting or the tenth day following the date on which public announcement of the meeting date is first made. The bylaws specify the information which must accompany such shareholder notice. Details of the provision of the bylaws may be obtained by any shareholder from the Secretary of the Company.

The Company's proxy card for the 2020 annual shareholders' meeting will give discretionary authority with respect to all shareholder proposals properly brought before the 2020 annual shareholders' meeting that are not included in this proxy statement.

Other Matters

The board of directors does not know of any matter, other than those described above, that may be presented for action at the annual meeting of shareholders. If any other matter or proposal should be presented and should properly come before the meeting for action, the persons named in the accompanying proxy will vote upon such matter and upon such proposal in accordance with their best judgment.

By Order of the Board of Directors

Mark C. Jaksich

Executive Vice President, Chief Financial Officer

and Secretary

Valmont Industries, Inc.

QuickLinks

PROXY STATEMENT

Certain Shareholders

ITEM 1: BOARD OF DIRECTORS AND ELECTION OF DIRECTORS

Board Committees Corporate Governance Compensation Discussion and Analysis

2019 Target Incentives-Percentage of Base Salary

2019 Annual Incentives

2017-2019 Long-Term Incentives December 2019 Stock Grants Hedging and Pledging Policy Compensation Risk Assessment Human Resources Committee Report Pay Ratio Information

Executive Compensation Summary Compensation Table Grants of Plan-Based Awards for Fiscal 2019 Outstanding Equity Awards at Fiscal Year-End Options Exercised and Stock Vested in Fiscal 2019 Nonqualified Deferred Compensation

Director Compensation

Equity Compensation Plan Information

Potential Payments Upon Termination or Change-In-Control Shareholder Return Performance Graphs

Audit Committee Report

ITEM 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF ITEM 2.

ITEM 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 3.

Shareholder Proposals

Other Matters

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Valmont Industries Inc. published this content on 19 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2020 11:16:17 UTC

Latest news about Valmont Industries, Inc.

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Transcript : Valmont Industries, Inc., Q1 2024 Earnings Call, May 02, 2024	May. 02
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Valmont Industries, Inc. Reports Earnings Results for the First Quarter Ended March 30, 2024	May. 01	CI
Valmont Industries Keeps Quarterly Dividend at $0.60 a Share, Payable April 15 to Holders of Record March 29	Feb. 26	MT
Valmont Industries, Inc. Declares Quarterly Dividend, Payable on April 15, 2024	Feb. 26	CI
Tranche Update on Valmont Industries, Inc.'s Equity Buyback Plan announced on February 28, 2023.	Feb. 22	CI
Transcript : Valmont Industries, Inc., Q4 2023 Earnings Call, Feb 22, 2024	Feb. 22
Valmont Industries Q4 Adjusted Earnings, Sales Decline; 2024 Outlook Set	Feb. 21	MT
Earnings Flash (VMI) VALMONT INDUSTRIES Posts Q4 EPS $3.18, vs. Street Est of $3.05	Feb. 21	MT
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Valmont Industries, Inc. Reports Earnings Results for the Fourth Quarter and Full Year Ended December 30, 2023	Feb. 21	CI
Valmont Industries, Inc. Provides Earnings Guidance for the Full Year 2024	Feb. 21	CI
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Valmont Industries Insider Sold Shares Worth $112,122, According to a Recent SEC Filing	Dec. 06	MT
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Tranche Update on Valmont Industries, Inc.'s Equity Buyback Plan announced on February 28, 2023.	23-10-26	CI

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Company Profile

Valmont Industries, Inc. is a manufacturer of products and services for infrastructure and agricultural markets. The Company operates through two segments: Infrastructure and Agriculture. The Infrastructure segment consists of the manufacture and distribution of products and solutions to serve the infrastructure markets of utility, solar, lighting, transportation, and telecommunications, along with coatings services to protect metal products. Its Infrastructure segment is comprised of five primary product lines: Transmission, Distribution, and Substation (TD&S); Lighting and Transportation (L&T); Coatings; Telecommunications, and Solar. The Agriculture segment consists of the manufacture of center pivot components and linear irrigation equipment for agricultural markets, including parts and tubular products, and advanced technology solutions for precision agriculture. It manufactures and distributes mechanical irrigation equipment and related service parts under the Valley brand name.

Sector

Construction & Engineering

Calendar

2024-05-06 - Annual General Meeting

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Ratings for Valmont Industries, Inc.

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ESG Refinitiv

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Analysts' Consensus

Sell

Buy

Mean consensus

OUTPERFORM

Number of Analysts

Last Close Price

246.2 USD

Average target price

288.3 USD

Spread / Average Target

+17.11%

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Other Construction & Engineering

Valmont Industries, Inc.

Equities

VMI

US9202531011

Construction & Engineering

Valmont Industries : FormDEF 14A

EPS Revisions