Schedule 14A


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TABLE OF CONTENTS

TABLE OF CONTENTS

Table of Contents
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.          )

 

 

 

Filed by the Registrant ý


Filed by a Party other than the Registrant o


Check the appropriate box:


o


 


Preliminary Proxy Statement


o


 


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


ý


 


Definitive Proxy Statement


o


 


Definitive Additional Materials


o


 


Soliciting Material under §240.14a-12


 


 

 

 

 

 

MTS Systems Corporation

(Name of Registrant as Specified In Its Charter)


 

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


Payment of Filing Fee (Check the appropriate box):


ý


 


No fee required.


o


 


Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

 

Title of each class of securities to which transaction applies:

          

 

 

(2)

 

Aggregate number of securities to which transaction applies:

          

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

          

 

 

(4)

 

Proposed maximum aggregate value of transaction:

          

 

 

(5)

 

Total fee paid:

          


o


 


Fee paid previously with preliminary materials.


o


 


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


 


 


(1)


 


Amount Previously Paid:

          

 

 

(2)

 

Form, Schedule or Registration Statement No.:

          

 

 

(3)

 

Filing Party:

          

 

 

(4)

 

Date Filed:

          


Table of Contents

 

 

 

 



 


 


MTS Systems Corporation

14000 Technology Drive

Eden Prairie, MN 55344-2290

Telephone 952-937-4000

Fax: 952-937-4515

Info@mts.com

www.mts.com





 

 

 

 

 

April 25, 2017


 


 


Dear MTS Shareholder:


 


 


MTS is holding a virtual Annual Meeting of Shareholders this year on Tuesday, June 6, 2017, at 9:00 a.m. Central Standard Time. You may attend the Annual Meeting, vote and submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/MTSC2017. You will need to provide your 16-digit control number that is on your Notice of Internet Availability of Proxy Materials or on your proxy card if you receive materials by mail.


 


 


Your vote is important to us . Last year, approximately 96% of the Company's shares were voted at the Annual Meeting and we thank our shareholders for their response. We urge you to cast your vote, as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet or by telephone as promptly as possible. You may also request a paper proxy card to submit your vote by mail, if you prefer. And, as indicated above, you may vote during the Annual Meeting online at www.virtualshareholdermeeting.com/MTSC2017.


 


 


I encourage you to attend our virtual Annual Meeting of Shareholders on June 6, 2017, at 9:00 a.m., Central Standard Time by visiting www.virtualshareholdermeeting.com/MTSC2017.


 


 


Very truly yours,



 


 


 


 


 


David J. Anderson

Chairman of the Board


Table of Contents


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DATE AND TIME

June 6, 2017; 9:00 a.m. (Central time)
VIRTUAL MEETING
The annual meeting of shareholders of MTS Systems Corporation (the "Company") will be held on Tuesday, June 6, 2017, as a virtual meeting at www.virtualshareholdermeeting.com/MTSC2017.
ITEMS OF BUSINESS1.

To elect eight directors to hold office until the next annual meeting of shareholders or until their successors are duly elected;

2.

To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2017 ("fiscal 2017");

3.

To hold a non-binding, advisory vote to approve the compensation of the Company's named executive officers;

4.

To hold a non-binding, advisory vote regarding the frequency of the vote on the compensation of the Company's named executive officers;

5.

To approve the Company's 2017 Stock Incentive Plan; and

6.

To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
The foregoing items of business are more fully described in the proxy statement made available over the internet and, upon request, in paper copy.

April 25, 2017

On behalf of the Board of Directors,

David J. Anderson

Chairman of the Board
MTS Systems Corporation

14000 Technology Drive

Eden Prairie, MN 55344-2290
The Board of Directors has set the close of business on April 17, 2017, as the Record Date for the determination of shareholders entitled to notice of and to vote at, the meeting and at any adjournments or postponements thereof.
HOW TO VOTE
All shareholders are cordially invited to attend the virtual Annual Meeting of Shareholders at www.virtualshareholdermeeting.com/MTSC2017 . Whether or not you expect to attend, please vote:
By Internet:   www.proxyvote.com
By Phone:     Call 1.800.690.6903
By Mail:         You may request a paper proxy

                      card, which you may complete, sign

                      and return by mail.
The proxy is solicited by the Board of Directors and may be revoked or withdrawn by you at any time before it is exercised.


Table of Contents
TABLE OF CONTENTS

 

 

 

 


 

Page


 


 


 

GENERAL

 

1








PROPOSAL 1: ELECTION OF DIRECTORS


 


1







General Information

 

1

Nominees

 

1

Voting Information and Board Voting Recommendation

 

4

Other Information Regarding the Board

 

5

Non-Employee Director Compensation

 

10


PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


 


14







Fees and Services

 

14

Pre-Approval Policy

 

15

Board Voting Recommendation

 

15


AUDIT COMMITTEE REPORT


 


16








EXECUTIVE COMPENSATION


 


17







Compensation Discussion and Analysis

 

17

Compensation and Leadership Development Committee Report

 

30

Risk Considerations in our Compensation Programs

 

31

Conflict of Interest Analysis

 

32

Summary Compensation Table

 

32

Grants of Plan-Based Awards in Fiscal 2016

 

33

Outstanding Equity Awards at 2016 Fiscal Year End

 

36

Option Exercises and Stock Vested in Fiscal 2016

 

37

Non-Qualified Deferred Compensation

 

37

Potential Payments upon Termination or Change in Control

 

38


PROPOSAL 3: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS


 


41







General Information

 

41

Board Voting Recommendation

 

41


PROPOSAL 4: NON-BINDING ADVISORY VOTE REGARDING THE FREQUENCY OF THE VOTE ON COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS


 


42







General Information

 

42

Board Voting Recommendation

 

42


PROPOSAL 5: VOTE TO APPROVE THE COMPANY'S 2017 STOCK INCENTIVE PLAN


 


43







Purpose of the 2017 Plan

 

43

Changes from the Current Plan

 

43

Key Terms of the 2017 Plan

 

44

Who is Eligible for Stock Incentive Awards

 

46

Types of Stock Incentives to be Awarded

 

46

Adjustments to Stock Incentives for Corporate Transactions

 

48

Effect on Termination of Employment on Stock Incentives

 

48
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