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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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Haynes International, Inc.

(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):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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January 27, 2023

To My Fellow Stockholders,

Haynes provides our customers and the industries that we serve with innovative high value differentiated nickel- and cobalt-based alloys, products and services. Our competitive advantages are based on the development of new alloys and new applications, our unique and specialized processing equipment, the combination of our fully integrated mill with company-owned worldwide service centers, and our outstanding customer service.

A major hallmark and differentiator of Haynes, spanning over a century, is our tradition of research and innovation. We believe that this core strength is unmatched in our industry. We have been inventing new alloys throughout the 110-year history of our company. Today 59% of our revenues are from alloys we invented, and 27% of our product margin dollars are from alloys no one else produces because of Haynes patent protection along with our processing technology and expertise. Our proprietary alloys allow aerospace and power generation engines to run hotter and more efficiently and chemical processes to run more effectively due to superior corrosion resistance in difficult environments and applications.

In the aerospace engine and industrial gas turbine applications, to meet the increased demands for higher fuel efficiency and consequently higher operating temperatures, our latest generation of alloys such as HAYNES® 282®, 244® and 233™ are being specified for significant engine applications. With the expected continued strong growth in the aerospace and industrial gas turbine markets, we are confident that our latest alloys and products are very well positioned.

In the chemical, pharmaceutical, petrochemical and agrichemical markets, our highly specialized proprietary alloys, such as HASTELLOY® G-35® and HASTELLOY® HYBRID-BC1®, are providing superior resistance in the harsh corrosive media used for the manufacture of chemicals.

Haynes is also very active in supporting the continued demand for production of green/clean energy to protect the environment for future generations. As an example, our proprietary alloy HAYNES® 282® has been specified for use in Advanced Ultra Supercritical technologies for power generation.

As for our financial performance, while we have made excellent progress, we believe that the best is yet to come. Our accomplishments over the past year include the following.

•

Strong double-digit revenue growth in each of the Company’s three major markets leading to full-year fiscal 2022 revenue of $490.5 million, up $152.8M or 45.3% from fiscal 2021.

•

Aerospace revenue increased to 47% of sales in the 4th quarter of fiscal 2022, and full-year aerospace revenues grew by 79.6% over fiscal 2021.

•

Continued expansion of gross margins, which increased to 21.7% in fiscal 2022.

•

Fiscal 2022 full-year net income of $45.1 million, an increase of $53.8 million over the fiscal 2021 net loss of $(8.7) million.

•

Fiscal 2022 full-year diluted earnings per share of $3.57 compared to a loss per share of $(0.71) in fiscal 2021.

•

We achieved a run rate of $100M in adjusted EBITDA in the 2nd half of fiscal 2022.

•

Our order backlog has grown for 18 consecutive months and is at a company record $373.7 million as of September 30, 2022, up 113.2% year-over-year.

•

We have built the work in process inventory necessary to process our record backlog of customer orders. We now plan to generate enough cash flow from operations to fund our capital spending by the latter half of fiscal 2023 and put us on a path of strengthening cash flow beyond fiscal 2023.

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•

We have reduced the U.S. pension net liability by over $84.5 million since the end of fiscal 2020, and achieved a funding level of 92 percent of pension obligations.

In addition, over the past year, we have continued our focus on ESG. Our initiatives include Haynes alloy and applications development to support customer and end market carbon reduction programs, social programs to support our employees and communities, continued ESG public disclosures and a dedicated ESG & Sustainability Program Manager. Haynes also audits suppliers to ensure supply chain partners have likeminded ESG strategies, and has new and planned carbon footprint reduction investments, including our now fully operational 1MW Solar Array at our Mountain Home, North Carolina manufacturing facility.

Safety has been and continues to be our top priority at Haynes. Our overarching goal is to provide a safe workplace for all our employees. We will always be learning, communicating, educating and acting with leadership and commitment as we strive to continue to improve our work environment.

We are gaining momentum and we believe that the future is bright for our Company. Our core markets, led by aerospace, are all growing, and our strategy of providing high value differentiated products and services, pricing for the value provided, and continuing to relentlessly pursue variable cost improvements, have all resulted in fundamental and sustainable changes to our business, including a 25% reduction in our breakeven point. Our entire team is focused on improving and growing Haynes.

Finally, our sincere thank you to our shareholders. We believe that we have both market momentum and the actions in place to drive improvement in performance and shareholder value.

Sincerely,

Michael L. Shor
President and Chief Executive Officer

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January 27, 2023

Dear Stockholders of Haynes International, Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders of Haynes International, Inc. (“Haynes”) to be held Wednesday, February 22, 2023 at 9:30 a.m. (EST). This year’s annual meeting will be a virtual meeting of stockholders. You may attend the meeting online, including submitting questions at www.virtualshareholdermeeting.com/HAYN2023 when you enter your 16 digit control number included with the proxy card. Instructions on how to attend and participate in the Annual Meeting via the webcast are posted at www.virtualshareholdermeeting.com/HAYN2023. You will be able to vote your shares while attending the Annual Meeting by following the instructions on the website.

Prior to the date of the virtual annual meeting, you will be able to vote at www.proxyvote.com, by mail or by telephone as described in the accompanying Notice of Annual Meeting. The proposals to be voted upon are described in the accompanying Notice of Annual Meeting and Proxy Statement. You may also submit questions before the annual meeting. Questions will be subject to standard screening criteria such as relevancy, tone and elimination of redundancy.

We hope you are able to attend the annual meeting virtually. Whether or not you attend, it is important that your stock be represented and voted at the meeting. I urge you to please complete, date, sign and return the proxy card in the enclosed envelope, visit www.proxyvote.com to vote your shares electronically or vote by telephone as described in the attached Notice of Annual Meeting. The vote of each stockholder is very important. You may revoke your proxy at any time before it is voted at the annual meeting by giving written notice to the Corporate Secretary of Haynes, by submitting a properly executed paper proxy bearing a later date or by attending the annual meeting virtually and voting online during the meeting. Stockholders may also revoke their proxies by entering a new vote over the Internet or by telephone.

On behalf of the Board of Directors and management of Haynes, I thank you for your continued support.

Sincerely,
Haynes International, Inc.

Michael L. Shor
President and Chief Executive Officer

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HAYNES INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 22, 2023

Stockholders of Haynes International, Inc.:

The Annual Meeting of Stockholders of Haynes International, Inc. (“Haynes”) will be held virtually on Wednesday, February 22, 2023 at 9:30 a.m. (EST) for the following purposes:

To elect Donald C. Campion as a director of Haynes to serve for a one-year term;

To elect Robert H. Getz as a director of Haynes to serve for a one-year term;

To elect Dawne S. Hickton as a director of Haynes to serve for a one-year term;

To elect Michael L. Shor as a director of Haynes to serve for a one-year term;

To elect Larry O. Spencer as a director of Haynes to serve for a one-year term;

To ratify the appointment of Deloitte & Touche LLP as Haynes’ independent registered public accounting firm for the fiscal year ending September 30, 2023;

To hold an advisory vote on executive compensation;

To hold an advisory vote on the frequency of future advisory votes on executive compensation; and

To transact such other business as may properly come before the meeting.

Only stockholders of record at the close of business on January 6, 2023 are entitled to notice of, and to vote at, the annual meeting.

YOUR VOTE IS IMPORTANT. EVEN IF YOU EXPECT TO ATTEND THE ANNUAL MEETING VIRTUALLY, PLEASE DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY CARD. A RETURN ENVELOPE IS PROVIDED FOR THIS PURPOSE. YOU MAY ALSO VOTE YOUR PROXY BY VISITING WWW.PROXYVOTE.COM OR BY TELEPHONE AS DESCRIBED BELOW.

You can attend the meeting online and vote shares electronically during the annual meeting by visiting www.virtualshareholdermeeting.com/HAYN2023 at the time of the meeting. Online check-in will begin at 9:15 a.m. EST, and you should allow approximately 15 minutes for the online check-in procedure. Please have the control number on your proxy card available for check-in. Prior to the date of the annual meeting, you will be able to vote at www.proxyvote.com, and the proxy materials will be available at that site. You may also vote prior to the date of the meeting by telephone by calling 1-800-690-6903. Please consult your proxy card for additional information regarding these alternative methods. You may also submit questions before the annual meeting. Questions will be subject to standard screening criteria such as relevancy, tone and elimination of redundancy.

We hope you are able to attend the virtual annual meeting. Whether or not you attend, it is important that your stock be represented and voted at the meeting. I urge you to please complete, date and return the proxy card in the enclosed envelope, visit www.proxyvote.com to vote your shares electronically or vote by telephone using the information provided above. The vote of each stockholder is very important. You may revoke your written proxy at any time before it is voted at the annual meeting by giving written notice to the Corporate Secretary of Haynes, by submitting a properly executed paper proxy bearing a later date or by attending the annual meeting virtually and voting online during the meeting. Stockholders may also revoke their proxies by entering a new vote over the Internet or by telephone.

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By Order of the Board of Directors,

Daniel W. Maudlin
Vice President—Finance and
Chief Financial Officer

January 27, 2023
Kokomo, Indiana

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on February 22, 2023: This Notice of Annual Meeting and Proxy Statement and the Company’s Fiscal 2022 Annual Report are available in the “Investor Relations” section of the Company’s website at www.haynesintl.com

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HAYNES INTERNATIONAL, INC. PROXY STATEMENT

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	Page
GENERAL INFORMATION		1
PROPOSALS FOR 2024 ANNUAL MEETING		2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		3
SECURITY OWNERSHIP OF MANAGEMENT		4
PROPOSALS TO BE VOTED UPON		5
ELECTION OF DIRECTORS		5
Nominees		5
Business Experience of Nominated Directors		6
CORPORATE GOVERNANCE		8
Board Committee Structure		8
Meetings of the Board of Directors and Committees		10
Meetings of Non-Management Directors		10
Independence of the Board of Directors and Committee Members		11
Family Relationships		11
Conflict of Interest and Related Party Transactions		11
Governance Committee and Director Nominations		11
Code of Ethics		13
Board of Directors’ Role in Risk Oversight		13
Communications with Board of Directors		13
Director Compensation Program		13
Compensation Committee Interlocks and Insider Participation		15
EXECUTIVE COMPENSATION		15
Compensation Committee Report		15
Compensation Discussion and Analysis		16
Compensation Tables and Narrative Disclosure		26
CEO Pay Ratio		40
Environmental, Social and Governance Matters		41
Human Capital Resources		43
AUDIT COMMITTEE REPORT		45
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		45
ADVISORY VOTE ON EXECUTIVE COMPENSATION		46
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION		47
OTHER MATTERS		48

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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 22, 2023

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Haynes International, Inc. (“Haynes” or the “Company”) of proxies to be voted at the Annual Meeting of Stockholders to be held at 9:30 a.m. (EST) on Wednesday, February 22, 2023, and at any adjournment thereof. The meeting will be held virtually. This proxy statement and the accompanying form of proxy were first mailed to stockholders of the Company on or about January 27, 2023.

You may revoke your written proxy at any time before it is voted at the annual meeting by giving written notice to the Corporate Secretary of Haynes, by submitting a properly executed paper proxy bearing a later date or by attending the virtual annual meeting and voting online during the meeting. Stockholders may also revoke their proxies by entering a new vote over the Internet or by telephone.

All proxies returned prior to the annual meeting, and not revoked, will be voted in accordance with the instructions contained therein. Any executed proxy not specifying to the contrary will be voted as follows:

(1)

FOR the election of Donald C. Campion;

(2)

FOR the election of Robert H. Getz;

(3)

FOR the election of Dawne S. Hickton;

(4)

FOR the election of Michael L. Shor;

(5)

FOR the election of Larry O. Spencer;

(6)

FOR ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending September 30, 2023;

(7)

FOR approval of the compensation of the Named Executive Officers described herein, in a non-binding, advisory capacity;

(8)

FOR approval of holding future advisory votes on executive compensation every year; and

(9)

IN the discretion of the proxy holders upon such other business as may properly come before the annual meeting.

The votes with respect to approval of the compensation of the Company’s Named Executive Officers and the frequency of future votes on executive compensation are advisory in nature and will not be binding on the Company or the Board of Directors. However, the Board of Directors and the Compensation Committee will take such votes into consideration when making decisions regarding Named Executive Officer compensation and the frequency of future votes on such compensation.

All stockholders of record as of January 6, 2023, the record date for the annual meeting, are entitled to notice of and to vote at the annual meeting. As of the close of business on January 6, 2023, there were outstanding and entitled to vote 12,597,607 shares of common stock of Haynes. Each outstanding share of common stock is entitled to one vote on each matter properly brought before the annual meeting and can be voted only if the record owner of that share, determined as of the record date, is present virtually or represented by a properly completed proxy or a vote by any of the other authorized voting methods described herein at the annual meeting. For beneficial owners who are not record holders, the brokers, banks or nominees holding shares for beneficial owners must vote those shares as instructed. If the broker, bank or nominee has not received instructions from the beneficial owner, the broker, bank or nominee generally has

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discretionary voting power only with respect to matters that are considered routine matters. If you are not the record holder of your shares and want to attend the virtual meeting and vote at the meeting, you must obtain a legal proxy from your broker, bank or nominee and present it to the inspector of election with your ballot when you vote at the meeting. Haynes has no voting securities outstanding other than the common stock. Stockholders do not have cumulative voting rights.

A quorum will be present if holders of a majority of the outstanding shares of common stock are present, virtually or by proxy or other authorized voting method, at the annual meeting. Shares registered in the names of brokers or other “street name” nominees for which proxies are voted on some, but not all, matters will be considered to be present at the annual meeting for quorum purposes, but will be voted only as to those matters as to which a vote is indicated, and will not be voted as to the matters with respect to which no vote is indicated (commonly referred to as “broker non-votes”). If a quorum is present, the nominees for director will be elected by a majority of the votes cast. Abstentions and broker non-votes are treated as votes not cast and will have no effect on the election of directors. The affirmative vote of the majority of the shares present and entitled to vote on the matter is required for adoption of the proposals to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers and to approve, on an advisory basis, the frequency of future advisory votes on executive compensation. Accordingly, abstentions applicable to shares represented at the meeting will have the same effect as votes against these proposals. Broker non-votes will have no effect on the outcome of the proposals to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers or to approve, on an advisory basis, the frequency of future advisory votes on executive compensation because these are non-routine matters for which brokers, banks or other nominees may not vote absent instructions, but will have the same effect as votes against the proposal to ratify the appointment of Deloitte & Touche LLP because this proposal is a routine matter for which brokers, banks or other nominees have discretionary voting power. With respect to any other proposals which may properly come before the annual meeting, proposals will be approved upon the affirmative vote of a majority of the shares of common stock present virtually or represented by proxy or other authorized voting method and entitled to vote on such matters at the annual meeting.

A copy of the Haynes International, Inc. Fiscal Year 2022 Annual Report on Form 10-K, including audited financial statements and a description of operations for the fiscal year ended September 30, 2022, accompanies this proxy statement. The financial statements contained in the Form 10-K are not incorporated by reference in this proxy statement, but they do contain important information regarding Haynes.

This solicitation of proxies is being made by Haynes, and all expenses in connection with this solicitation of proxies will be borne by Haynes. Haynes expects to solicit proxies primarily by mail, but directors, officers and other employees of Haynes may also solicit proxies electronically, in person or by telephone.

PROPOSALS FOR 2024 ANNUAL MEETING

Stockholders desiring to submit proposals to be included in the Proxy Statement for the 2024 Annual Meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be required to submit them to the Company in writing on or before September 23, 2023, provided that if the date of the 2024 Annual Meeting is more than 30 days from the anniversary of the 2023 Annual Meeting, then the deadline would be a reasonable time before Haynes begins to print and send its proxy materials. Any such stockholder proposal must also be proper in form and substance, as determined in accordance with the Exchange Act and the rules and regulations promulgated thereunder.

Stockholder proposals other than those to be included in the proxy statement for the 2023 Annual Meeting of Stockholders pursuant to Rule 14a-8 must be submitted in writing to the Corporate Secretary of Haynes and received on or before November 24, 2023 and not earlier than October 25, 2023, provided however, that in the event that the 2024 Annual Meeting of Stockholders is called for a date that is not within twenty-five (25) days before or after the anniversary date of the 2023 Annual Meeting of Stockholders, notice by the stockholder in order to be timely must be submitted and received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the 2024 Annual Meeting of Stockholders was mailed or public disclosure of the date of the 2024 Annual Meeting is made, whichever first occurs. In addition, any such stockholder proposal must be in proper written form. To be in proper

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written form, a stockholder proposal (i) other than with respect to director nominations must set forth as to each matter the stockholder proposes to bring before the 2024 Annual Meeting of Stockholders (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and record address of the stockholder, (c) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the stockholder, (d) a description of all arrangements or understandings between the stockholder and any other person or persons (including their names) in connection with the proposal of such business by the stockholder and any material interest of the stockholder in such business and (e) a representation that the stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting and (ii) with respect to director nominations must set forth the information described under the heading “Governance Committee and Director Nominations” herein.

The mailing address of the principal executive offices of Haynes is 1020 West Park Avenue, P.O. Box 9013, Kokomo, Indiana 46904-9013.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Listed below are the only individuals and entities known by the Company to beneficially own more than 5% of the outstanding common stock of the Company as of January 6, 2023 (assuming that their holdings have not changed from such other date as may be shown below):

Name	Number		Percent(1)
BlackRock, Inc.(2)		2,104,450		16.7%
T. Rowe Price Associates, Inc.(3)		1,506,911		12.0%
Edenbrook Capital, LLC(4)		1,012,792		8.0%
Dimensional Fund Advisors LP(5)		998,621		7.9%
Royce & Associates, LLC(6)		967,341		7.7%
The Vanguard Group(7)		713,997		5.7%

(1)

The percentage is calculated on the basis of 12,597,607 shares of common stock outstanding as of January 6, 2023.

(2)

The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10022. Based solely on Schedule 13G/A, filed January 27, 2022 with the Securities and Exchange Commission, represents sole voting power over 2,086,998 shares and sole dispositive power over 2,104,450 shares.

(3)

The address of T. Rowe Price Associates, Inc. is 100 East Pratt Street, 10th floor, Baltimore, Maryland 21202. Based solely on Schedule 13G, filed August 10, 2022 with the Securities and Exchange Commission, represents sole voting power over 406,265 shares and sole dispositive power over 1,506,911 shares.

(4)

The address of Edenbrook Capital is 116 Radio Circle, Suite 202, Mount Kisco, New York 10549. Based solely on Schedule 13G, filed February 10, 2022 with the Securities and Exchange Commission, represents shared voting and dispositive power over 1,012,792 shares.

(5)

The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746. Based solely on Schedule 13G, filed February 14, 2022 with the Securities and Exchange Commission, represents sole voting power over 978,113 shares and sole dispositive power over 998,621 shares.

(6)

The address of Royce & Associates, LLC is 745 Fifth Avenue, New York, New York 10151. Based solely on Schedule 13G, filed January 21, 2022 with the Securities and Exchange Commission, represents sole voting power over 967,341 shares and sole dispositive power over 967,341 shares.

(7)

The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Based solely on Schedule 13G, filed February 9, 2022 with the Securities and Exchange Commission, represents

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shared voting power over 8,023, shared dispositive power over 12,402 shares, sole dispositive power over 701,595 shares and shared dispositive power over 12,402 shares.

SECURITY OWNERSHIP OF MANAGEMENT

The following table shows the ownership of shares of the Company’s common stock as of January 6, 2023 (except as described in any associated footnote), by each director, the Chief Executive Officer, the Chief Financial Officer and the other three most highly compensated executive officers during fiscal year 2022 (the “Named Executive Officers”) and the directors and all executive officers as a group. Except as noted below, the directors and executive officers have sole voting and investment power over the shares of common stock shown in the table. The business address of each person indicated is c/o Haynes International, Inc., 1020 West Park Avenue, P.O. Box 9013, Kokomo, Indiana 46904-9013.

Name

Number

Percent(1)

Michael L. Shor(2)

247,676

1.9%

Robert H. Getz(3)

35,908

Donald C. Campion(4)

26,019

Dawne S. Hickton(5)

19,744

Larry O. Spencer(6)

11,958

Daniel W. Maudlin(7)

100,628

David L. Strobel(8)

60,936

Marlin C. Losch III(9)

79,494

Scott R. Pinkham(10)

85,245

All directors and executive officers as a group (12 persons)(11)

801,237

6.1%

Represents beneficial ownership of less than one percent of the outstanding common stock.

(1)

The percentages are calculated on the basis of 12,597,607 shares of common stock outstanding as of January 6, 2023, plus the number of shares that such person or group has the right to acquire beneficial ownership of within sixty days of January 6, 2023, including applicable shares underlying stock options held by such person or group which may be exercised within sixty days of January 6, 2023.

(2)

Shares of common stock beneficially owned by Mr. Shor include 33,283 shares of time-vesting restricted stock subject to forfeiture, all of which Mr. Shor has the right to vote, and 167,810 shares underlying stock options which may be exercised within sixty days of January 6, 2023.

(3)

Included in this amount are 9,544 shares of restricted stock the receipt of which has been deferred to a future year as elected by the participant.

(4)

Included in this amount are 2,500 shares of restricted stock the receipt of which has been deferred to a future year as elected by the participant.

(5)

Included in this amount are 7,423 shares of restricted stock the receipt of which has been deferred to a future year as elected by the participant.

(6)

Included in this amount are 11,958 shares of restricted stock the receipt of which has been deferred to a future year as elected by the participant.

(7)

Shares of common stock beneficially owned by Mr. Maudlin include 9,216 shares of time-vesting restricted stock subject to forfeiture, all of which Mr. Maudlin has the right to vote, and 74,904 shares underlying stock options which may be exercised within sixty days of January 6, 2023.

(8)

Shares of common stock beneficially owned by Mr. Strobel include 6,761 shares of time-vesting restricted stock subject to forfeiture, all of which Mr. Strobel has the right to vote, and 45,392 shares underlying stock options which may be exercised within sixty days of January 6, 2023.

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(9)

Shares of common stock beneficially owned by Mr. Losch include 6,670 shares of time-vesting restricted stock subject to forfeiture, all of which Mr. Losch has the right to vote, and 52,651 shares underlying stock options which may be exercised within sixty days of January 6, 2023.

(10)

Shares of common stock beneficially owned by Mr. Pinkham include 6,503 shares of time-vesting restricted stock subject to forfeiture, all of which Mr. Pinkham has the right to vote, and 60,280 shares underlying stock options which may be exercised within sixty days of January 6, 2023.

(11)

Includes 525,538 shares underlying stock options that may be exercised within sixty days of January 6, 2023, 77,023 shares of restricted stock subject to forfeiture and 31,425 shares of deferred restricted stock.

PROPOSALS TO BE VOTED UPON

1 through 5. ELECTION OF DIRECTORS

The Amended and Restated By-Laws of the Company provide that the number of directors constituting the whole board shall be fixed from time to time by resolutions of the Board of Directors, but shall not be less than three nor more than nine directors. By resolution, the Board of Directors has fixed the number of directors at five. The terms of all incumbent directors will expire at the annual meeting. Directors elected at the annual meeting will serve for a term ending at the 2024 annual meeting of stockholders and until their respective successors are elected and qualified.

Nominees

Upon the unanimous recommendation of the Corporate Governance and Nominating Committee (the “Governance Committee”), the Board of Directors has nominated the five directors who served in fiscal 2022 for re-election at the annual meeting. The Board of Directors believes that all of its nominees will be available for re-election at the annual meeting and will serve if re-elected. The directors nominated for election (the “Nominated Directors”) are:

Name	Age on 12/31/22		Current Position	Served as Director Since
Robert H. Getz		60	Chairman of the Board; Director		2006
Donald C. Campion		74	Director		2004
Dawne S. Hickton		65	Director		2017
Michael L. Shor		63	President and Chief Executive Officer; Director		2012
Larry O. Spencer		69	Director		2020

The Board of Directors recommends that stockholders vote FOR the election of all of the Nominated Directors. Unless authority to vote for any Nominated Director is withheld, the accompanying proxy or alternative method of voting will be voted FOR the election of all the Nominated Directors. However, the persons designated as proxies reserve the right to cast votes for another person designated by the Board of Directors in the event that any Nominated Director becomes unable to, or for any reason will not, serve. If a quorum is present, those nominees receiving a majority of the votes cast will be elected to the Board of Directors.

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Business Experience of Nominated Directors

Director Skills Summary

Michael Shor

Robert
Getz

Donald
Campion

Dawne
Hickton

Larry
Spencer

CEO/Equivalent Experience

☒

SEC Form DEF 14A filed by Haynes International Inc.