Schedule 14A


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Table of Contents

 

 

 

 


 

Page


 


 


 

Effect of a Change in Control on Stock Incentives

 

49

Transferability of Stock Incentives

 

49

Administration

 

49

Amendments to the 2017 Plan

 

49

Tax Consequences of Stock Incentives to Participants and the Company

 

50

New Plan Benefits

 

50

Registration with the Securities and Exchange Commission

 

51

Vote Required

 

51

Other Information Regarding Equity Compensation Plans

 

52


OTHER INFORMATION


 


53







Security Ownership of Principal Shareholders and Management

 

53

Related Party Transactions

 

55

Section 16(a) Beneficial Ownership Reporting Compliance

 

55

Compensation Committee Interlocks and Insider Participation

 

55

Shareholder Proposals

 

55


ABOUT THE ANNUAL MEETING AND PROXY MATERIALS


 


57







What is the Purpose of the Annual Meeting?

 

57

Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

 

57

Who is entitled to vote?

 

57

Who can attend the Annual Meeting?

 

58

What constitutes a quorum?

 

58

How do I vote?

 

58

When do I vote?

 

59

Can I change my vote after I vote electronically or return my proxy card?

 

59

What does the Board recommend?

 

59

What vote is required to approve each proposal?

 

60

Who will count the vote?

 

61

What does it mean if I receive more than one Notice of Internet Availability?

 

61

How will voting on any other business be conducted?

 

61

How are proxies solicited?

 

61

What is "householding"?

 

61

Who pays for the cost of this proxy solicitation?

 

62


ANNEX A: MTS Systems Corporation 2017 Stock Incentive Plan


 


A-1








Table of Contents
MTS SYSTEMS CORPORATION

14000 Technology Drive

Eden Prairie, Minnesota 55344
PROXY STATEMENT




GENERAL
This proxy statement is furnished to the shareholders of MTS Systems Corporation (the "Company," "we," "us," or "our") in connection with the solicitation of proxies by the Board of Directors of the Company (the "Board") to be voted at the virtual Annual Meeting of Shareholders to be held on Tuesday, June 6, 2017 (the "Annual Meeting"), at 9:00 a.m., Central Standard Time, or any adjournments or postponements thereof. This proxy statement and the form of proxy, along with the Annual Report for the fiscal year ended October 1, 2016 ("fiscal 2016"), is being first sent or given to shareholders on or about April 25, 2017.

PROPOSAL 1
ELECTION OF DIRECTORS




General Information
Eight directors will be elected at the Annual Meeting. Upon the recommendation of the Governance and Nominating Committee, the Board has nominated for election the eight persons named below. Each has consented to being named a nominee and will, if elected, serve until the next annual meeting of shareholders or until a successor is elected. Other than Maximiliane C. Straub, each nominee listed below is currently a director of the Company and each was elected by the shareholders. Ms. Straub was elected to serve as a director by our Board on January 1, 2017 and identified as a board candidate by a third-party search firm retained for this purpose by our Governance and Nominating Committee and is standing for election by our shareholders as a director of the Company for the first time at the Annual Meeting. In addition to the nominees listed below, Emily M. Liggett and Barb J. Samardzich served as a member of our Board during fiscal 2016. Ms. Liggett did not stand for re-election at last year's annual meeting of shareholders and Ms. Samardzich is not standing for re-election at this year's Annual Meeting. Proxies solicited by the Board will, unless otherwise directed, be voted to elect the eight nominees named below to constitute the entire Board.
Nominees
The names of the nominees, their principal occupations for at least the past five years and other information are set forth below:
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Table of Contents

 

 

 

David J. Anderson – Age 69

Director since 2009

Chair since 2011


 

Director of Modine Manufacturing Company since 2010 and a member of its Corporate Governance and Nominating Committee, Audit Committee, and Technology Committee; Director of Schnitzer Steel Industries, Inc. (a steel manufacturing and scrap metal recycling company) since 2009 and a member of its Audit Committee and Compensation Committee; Co-Vice Chairman of Sauer-Danfoss, Inc. (developer and manufacturer of fluid power and electronic components and systems for mobile equipment applications) from 2008 until June 2009; President, Chief Executive Officer and Director of Sauer-Danfoss Inc. from 2002 until he retired in 2009; various senior management positions with Sauer-Danfoss Inc. from 1984 to 2008; and prior to 1984, various positions in sales, marketing and applications engineering within several manufacturing and distribution businesses.

Mr. Anderson's qualifications to serve on our Board and to serve as the Chair of the Board include his more than 40 years of international, industrial business experience and his chief executive officer and operations experience. He also has technology and engineering experience, the ability to formulate and execute strategy and financial expertise.



Jeffrey A. Graves – Age 55

Director since 2012



 


President and Chief Executive Officer of the Company since May 2012; President, Chief Executive Officer and a director of C&D Technologies, Inc. (a manufacturer, marketer and distributer of electrical power storage systems for the standby power storage market) from July 2005 until May 2012; various executive positions at Kemet Electronics Corporation from 2001 to 2005, including Chief Executive Officer; various leadership positions with General Electric Company's Power Systems Division and Corporate Research & Development Center from 1995 to 2001; prior to 1995, various positions of increasing responsibility at Rockwell International Corporation and Howmet Corporation. Dr. Graves has served as a director of Teleflex Incorporated and Hexcel Corporation since 2007.

As the only member of management serving on our Board, Dr. Graves contributes an in-depth understanding of the opportunities and challenges facing our Company. His experience in both executive and board positions at various technology companies gives him insight into strategic, financial and personnel matters, as well as the considerations particular to public companies.



David D. Johnson – Age 61

Director since 2013



 


Retired; Director of Nuvectra Corporation since 2016 and a member of its Audit Committee; Executive Vice President, Treasurer and Chief Financial Officer of Molex LLC (manufacturer of electronic connectors) from 2005 to 2016; Vice President, Treasurer and Chief Financial Officer of Sypris Solutions, Inc., from 1996 to 2005; served as Regional Controller for Molex's Far East Region; Financial Director for New Ventures and Acquisitions; and Financial Director for the Far East South Region from 1984 to 1996. From 1978 to 1984, Mr. Johnson worked for the public accounting firm KPMG LLP.

Mr. Johnson's qualifications to serve on our Board include his chief financial officer experience for a global industrial company. Mr. Johnson has had executive-level responsibility for financial and accounting matters in a number of settings, including international contexts.
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