DEF 14A 1 ny20001714x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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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 Pursuant to §240.14a-12

HEICO 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):

☑	No fee required.

☐	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:

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☐	Fee paid previously with preliminary materials.

☐	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.:

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NOTICE OF

Annual Meeting of Shareholders

To Be Held March 18, 2022

Hotel AKA Brickell, 1395 Brickell Avenue

Miami, FL 33131

ITEMS OF BUSINESS

The Annual Meeting of Shareholders of HEICO Corporation (the “Annual Meeting”), a Florida corporation, will be held on Friday, March 18, 2022 at 10:00 a.m., Eastern Daylight Time, at the Hotel AKA Brickell, 1395 Brickell Avenue, Miami, Florida 33131, for the following purposes:

▪	To elect a Board of Directors for the ensuing year;

▪	To hold an advisory vote on executive compensation;

▪	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2022; and

▪	To transact such other business as may properly come before the meeting or any adjournments thereof.

Only holders of record of HEICO Corporation Common Stock and Class A Common Stock as of the close of business on January 21, 2022 will be entitled to vote at the Annual Meeting.

You are requested, regardless of the number of shares owned, to sign and date the enclosed proxy and to mail it promptly, or to use the telephone or Internet voting systems set forth in the proxy or the Notice of Internet Availability of Proxy Materials. You may revoke your proxy at any time prior to its use by a revocation in writing to the Corporate Secretary at the Company’s principal executive offices at 3000 Taft Street, Hollywood, Florida 33021 or a later dated proxy that is received in sufficient time by HEICO prior to the Annual Meeting and, if you attend the Annual Meeting, you may vote your shares in person.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ LAURANS A. MENDELSON

Laurans A. Mendelson

Chairman of the Board and

Chief Executive Officer

February 4, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 18, 2022

The accompanying Proxy Statement and the 2021 Annual Report on Form 10-K are available at:

http://www.heico.com

YOUR VOTE IS IMPORTANT

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PROXY STATEMENT			1
Voting Requirements			1
Internet Availability of Proxy Materials and Annual Report on Form 10-K			1
VOTING SECURITIES OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT			6
PROPOSAL TO ELECT DIRECTORS (Proposal No. 1)			14
Business Experience of Nominees			14
Board Leadership Structure			19
Board Risk Oversight			19
Director Independence			19
Board Committees			19
Board Meetings			20
Compensation Committee Interlocks and Insider Participation			20
Director Compensation			21
Director Compensation Table			21
Recommendation			21
COMPENSATION DISCUSSION AND ANALYSIS			22
Compensation Background Data			22
Key Compensation Views			22
Determining Compensation Levels			24
Base Salary			25
Bonus			25
Stock Options			26
Retirement-Related/Long-Term Compensation			26
Perquisites			27
Management Involvement			27
Other Compensation Issues			27
What We Evaluate in Setting Policies and Making Compensation Decisions			27
Compensation Risks			28
Anti-Hedging Policy			28
Compensation Committee Report			28

EXECUTIVE COMPENSATION			29
Summary Compensation Table			29
Grants of Plan-Based Awards			31
Outstanding Equity Awards at Fiscal 2021 Year-End			32
Option Exercises During Last Fiscal Year			33
Non-qualified Deferred Compensation			33
Potential Payments Upon Termination or Change in Control			34
CEO Pay Ratio			34
ADVISORY VOTE ON EXECUTIVE COMPENSATION (Proposal No. 2)			35
Recommendation			35
FINANCE/AUDIT COMMITTEE REPORT			36
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No. 3)			37
Recommendation			37
Principal Accounting Firm Fees			37
Pre-approval of Services Provided by the Independent Registered Public Accounting Firm			37
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			38
SHAREHOLDER PROPOSALS AND NOMINATIONS			38
COMMUNICATION WITH THE BOARD OF DIRECTORS			38
DELINQUENT SECTION 16(a) REPORTS			39
SHAREHOLDERS SHARING THE SAME ADDRESS			39
GENERAL AND OTHER MATTERS			39
ANNEX A - NON-GAAP FINANCIAL MEASURE			A-1

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PROXY STATEMENT

This Proxy Statement is furnished to the shareholders of HEICO Corporation (collectively, “HEICO,” “we,” “us,” “our” or the “Company”) in connection with the solicitation of proxies by HEICO’s Board of Directors (the “Board”) for use at the Annual Meeting of Shareholders of HEICO (the “Annual Meeting”) to be held at the Hotel AKA Brickell,1395 Brickell Avenue, Miami, Florida 33131, on Friday, March 18, 2022 at 10:00 a.m. Eastern Daylight Time. If you plan to attend the Annual Meeting, you can obtain directions to the Hotel AKA Brickell from the hotel’s website at https://www.stayaka.com/hotel-aka-brickell. In accordance with the rules of the Securities and Exchange Commission, we are furnishing our proxy materials, including this proxy statement and our Annual Report on Form 10-K, to our shareholders primarily via the Internet. On February 4, 2022, we began mailing to most of our shareholders a Notice of Internet Availability of Proxy Materials that contains instructions on how to access our proxy materials on the Internet. For shareholders who have requested physical copies, this Proxy Statement, form of proxy and Annual Report on Form 10-K are first being mailed to shareholders on or about February 9, 2022.

At the Annual Meeting, the shareholders will be asked to: (1) elect a Board of Directors for the ensuing year; (2) hold an advisory vote on executive compensation; (3) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2022; and (4) vote on any other business as may properly come before the meeting or any adjournments thereof.

The Board of Directors of HEICO urges you to promptly date, sign and mail your proxy, or to use the telephone or Internet voting systems set forth in the proxy or the Notice of Internet Availability of Proxy Materials, in the form enclosed with this Proxy Statement, to make certain that your shares are voted at the Annual Meeting. Proxies enclosed, or in other acceptable forms, that are received in time for the Annual Meeting will be voted. However, you may revoke your proxy at any time prior to its use by a revocation in writing to the Corporate Secretary at the Company’s principal executive offices at 3000 Taft Street, Hollywood, Florida 33021 or a later dated proxy that is received in sufficient time by HEICO prior to the Annual Meeting and, if you attend the Annual Meeting, you may vote your shares in person.

If your proxy is received in time for the Annual Meeting, it will be voted in the manner specified by you in the proxy. If you do not specify a choice, the proxy will be voted as indicated in the form of proxy.

We will bear the expense of soliciting proxies in the accompanying form. Solicitations will be by mail and in some cases by telephone and/or email, and our directors, officers and regular employees may solicit proxies personally or by telephone, telegram or special letter. Our directors, officers and regular employees will receive no compensation in connection with the solicitation of proxies. We will also employ D. F. King & Co., 48 Wall Street, New York, New York 10005, to assist in soliciting proxies for a fee of $6,500 plus related out-of-pocket expenses.

Only holders of record of HEICO Common Stock, $0.01 par value per share (“Common Stock”), and Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), as of the close of business on January 21, 2022 (the “Record Date”) will be entitled to

vote at the Annual Meeting. On that date, there were outstanding 54,475,446 shares of Common Stock, each entitled to one vote, and 81,387,801 shares of Class A Common Stock, each entitled to 1/10th vote per share.

Voting Requirements

The presence, in person or by proxy, of a majority of the shares of all classes of HEICO’s common stock entitled to vote shall constitute a quorum at the Annual Meeting. If a quorum is present, approval of Proposals 1, 2 and 3 require the affirmative vote of a majority of the shares of all classes of HEICO’s common stock represented at the meeting in person or by proxy and entitled to vote on the subject matter.

A proxy submitted by a shareholder may indicate that all or a portion of the shares represented by such proxy are not being voted by such shareholder with respect to a particular matter (“non-voted shares”). This could occur, for example, when a broker is not permitted to vote shares held in “street name” on certain matters in the absence of instructions from the beneficial owner of the shares. Under the New York Stock Exchange (“NYSE”) rules, a broker does not have the discretion to vote on Proposals 1 and 2. Non-voted shares with respect to a particular matter will be counted for purposes of determining the presence of a quorum but with respect to Proposals 1 and 2 will have no effect on the outcome of such proposals. Under the NYSE rules, a broker has the discretion to vote on Proposal 3. Shares voted to abstain as to a particular matter will be counted for purposes of determining the presence of a quorum and will count as a vote against such matter.

Under the terms of the HEICO Savings and Investment Plan (the “401(k) Plan”), all shares allocated to the accounts of participating employees will be voted or not voted by the trustee of the 401(k) Plan as directed by written instructions from the participating employees, and allocated shares for which no instructions are received and all unallocated shares will be voted by the trustee of the 401(k) Plan in the same proportion as the shares for which instructions are received. Voting instruction cards are being mailed to all participants in the 401(k) Plan. If a participant also owns shares outside the 401(k) Plan, the participant must return both the proxy card and the voting instruction card as indicated on those cards in order to cause all of their shares to be voted in accordance with their instructions. To be assured that the trustee will receive voting instruction cards on a timely basis, voting instruction cards for shares in the 401(k) Plan must be duly signed and received no later than March 14, 2022. The total number of shares in the 401(k) Plan as of the Record Date represents approximately 2.7% of the voting power of all classes of common stock outstanding as of the Record Date and entitled to vote at the Annual Meeting.

Internet Availability of Proxy Materials and Annual Report on Form 10-K

This Proxy Statement and our 2021 Annual Report on Form 10-K are also available on our website at www.heico.com under the heading “Investors.” Our website does not constitute a part of the Proxy Statement.

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Dear fellow shareholders:

HEICO Corporation resumed its long-term growth trend in fiscal 2021. This growth trend, which has been one of our hallmarks for the past 31 years, has been interrupted few times—and always during times of serious global disruptions, such as the COVID-19 pandemic (the “Pandemic”). We are very proud of this growth trend, which is driven by HEICO’s relentless commitment to our customers, our Team Members and our shareholders.

As we wrote last year, HEICO’s culture is grounded in:

▪	Placing our Team Members first;

▪	Unceasing investment in new products and services; and

▪	Maintaining a corporate culture in which honesty and impeccable quality are mandatory.

These characteristics, which we call HEICO Culture, drive our success. In the HEICO Culture, we insist on loyalty to our Team Members and customers as we focus on long- term growth, as well as sustainability.

As you will read in this proxy statement, HEICO continues to deploy many methods to ensure that the people some call our “human capital” are well compensated, well protected, advancing in their growth and from diverse backgrounds and skill sets. Simultaneously, we are reducing our environmental and carbon footprints to ensure a cleaner planet and healthier population.

Fiscal 2021 witnessed many exciting events for HEICO, including:

▪	Our sales and income grew, especially as the year progressed, despite the Pandemic’s continuing disproportionate impact on our industry

▪	We completed six complementary acquisitions

▪	We increased our cash dividend by 12.5%

▪	We paid our 85th and 86th consecutive semi-annual cash dividends since 1979

▪	We invested a record amount in new product development

▪	We reported healthy sequential organic growth for the year

▪	Our commercial aviation businesses continued their recovery from the Pandemic, despite periodic setbacks from new COVID variants

As our recovery progressed, we capped our year with strong performance in our fiscal fourth quarter by reporting a 29% quarterly operating earnings increase which witnessed a 16% quarterly organic net sales increase over the prior year’s fourth quarter. Our fiscal fourth quarter EBITDA increased 24% to $139.5 million over the prior year’s fourth quarter.

For all of fiscal 2021 versus fiscal 2020, our operating income increased 4% to $392.9 million, while our net sales increased 4% to $1,865.7 million and our EBITDA increased 4% to $487.4 million (Please see Annex A for a reconciliation of our non-GAAP financial measure).

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Looking ahead to the balance of 2022 and beyond, we expect commercial air travel’s recovery to continue overall, albeit at an uneven pace and we anticipate that health-related disruptions will continue to periodically interrupt this recovery. We cannot predict the recovery’s precise path, but remain convinced that people want and need to travel by air and that our industry's long-term prospects should remain strong. Further, demand for products we make in other sectors, such as defense, space, harsh environment electronic and other components, persists, which gives us equal long-term optimism for these sectors and products.

Our successful acquisition program endures and we are now in discussions with numerous business owners about HEICO acquiring part or all of their companies. We are known for being an excellent home for companies, especially where the entrepreneur/founder/manager wishes to monetize some of their stakes, yet ensure the business’ future is in the hands of an owner who shares the same values and who will allow that company to

operate consistent with its historical manner. In short, we expect to continue acquiring excellent businesses and product lines in the years ahead.

We extend our deepest gratitude to our Team Members, our customers, vendors and our Board of Directors for your continuing support and confidence. We will continue to apply the HEICO Culture and advance our Company in the same fashion that has provided HEICO with compound annual growth of 18% in net income, 19% in operating income and 15% in net sales over the past 31 years, while delivering a compound total shareholder return of 23% in the same time period.

Sincerely,

Laurans A. Mendelson
Chairman and Chief Executive Officer

Eric A. Mendelson

Co-President

Victor H. Mendelson

Co-President

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OUTSTANDING RESULTS HISTORY

We believe HEICO’s Culture discussed in the opening letter to our fellow shareholders is responsible for HEICO’s extraordinary sales, income and shareholder performance over more than thirty years. The following graphs display that performance and the Shareholder graphs include a comparison to the New York Composite Index, the Dow Jones U.S. Aerospace Index and a group of peer stocks enumerated on page 24. We believe these factors help validate the Board’s policies discussed herein.

The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock since October 31, 1990 with the Total Shareholder Return on $100 invested in the NYSE Composite Index and the Dow Jones U.S. Aerospace Index. October 31, 1990 was the end of the first fiscal year following the date the current executive management team assumed leadership of the Company. No Class A Common Stock was outstanding as of October 31, 1990. The NYSE Composite Index measures the performance of all common stocks listed on the NYSE. The Dow Jones U.S. Aerospace Index is comprised of large companies which make aircraft and defense equipment and systems, as well as providers of satellites and spacecraft used for both commercial and defense purposes. The total returns include the reinvestment of cash dividends.

4			2022 PROXY STATEMENT

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The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock and HEICO Class A Common Stock with the Total Shareholder Return on $100 invested in an Aerospace Company Peer Group for the three-year period from October 31, 2018 through October 31, 2021. The Aerospace Company Peer Group is comprised of fourteen companies used in preparing the Company's fiscal 2021 compensation benchmark analysis. Please note two companies were omitted from the table below as they were not a listed company for the full three-year duration presented. See within the “Determining Compensation Levels” section on page 24 for a list of the company names. The total returns include the reinvestment of cash dividends.

The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock and HEICO Class A Common Stock with the Total Shareholder Return on $100 invested in the NYSE Composite Index and the Dow Jones U.S. Aerospace Index for the three-year period from October 31, 2018 through October 31, 2021. The NYSE Composite Index measures the performance of all common stocks listed on the NYSE. The Dow Jones U.S. Aerospace Index is comprised of large companies which make aircraft and defense equipment and systems, as well as providers of satellites and spacecraft used for both commercial and defense purposes. The total returns include the reinvestment of cash dividends.

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VOTING SECURITIES OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of HEICO Common Stock and Class A Common Stock by (i) each person who is known to us to be the beneficial owner of more than 5% of the outstanding Common Stock or Class A Common Stock; (ii) the Chief Executive Officer, the Chief Financial Officer and the other three most highly compensated executive officers; (iii) each of the members of the Board of Directors; and (iv) all directors and executive officers of the Company as a group. Information regarding our executive officers and directors is as of January 21, 2022 and information regarding certain other 5% shareholders is as of the date indicated in the corresponding footnote. Except as set forth below, the shareholders named below have sole voting and investment power with respect to all shares of Common Stock and Class A Common Stock shown as being beneficially owned by them. Information has been adjusted as necessary for all stock dividends and stock splits.

	Shares Beneficially Owned⁽²⁾
	Common Stock		Class A Common Stock
Name and Address of Beneficial Owner⁽¹⁾	Number	Percent	Number	Percent
(a) Certain beneficial owners:
Mendelson Reporting Group⁽³⁾	9,123,493	16.45%	1,115,068	1.37%
Dr. Herbert A. Wertheim⁽⁴⁾	4,110,265	7.55%	6,524,492	8.02%
Blackrock, Inc.⁽⁵⁾	5,402,527	9.92%	4,451,287	5.47%
The Vanguard Group, Inc.⁽⁶⁾	3,433,512	6.30%	7,189,024	8.83%
FMR LLC⁽⁷⁾	—	—	4,981,263	6.12%
Morgan Stanley⁽⁸⁾	—	—	4,852,993	5.96%
Capital World Investors⁽⁹⁾	2,843,885	5.22%	—	—
(b) Directors:
Thomas M. Culligan⁽¹⁰⁾	3,239	*	11,577	*
Adolfo Henriques⁽¹¹⁾	3,239	*	30,518	*
Mark H. Hildebrandt⁽¹²⁾	3,239	*	53,740	*
Eric A. Mendelson⁽¹³⁾	2,566,730	4.67%	580,558	*
Laurans A. Mendelson⁽¹⁴⁾	4,065,599	7.46%	227,307	*
Victor H. Mendelson⁽¹⁵⁾	2,491,164	4.53%	708,459	*
Julie Neitzel⁽¹⁶⁾	5,055	*	12,957	*
Dr. Alan Schriesheim⁽¹⁷⁾	313,089	*	65,769	*
Frank J. Schwitter⁽¹⁸⁾	700	*	2,078	*
(c) Executive officers listed in Summary Compensation Table who are not directors:
Carlos L. Macau, Jr.⁽¹⁹⁾	1,812	*	358,905	*
Steven M. Walker⁽²⁰⁾	7,758	*	57,522	*
All directors and executive officers as a group (12 persons)⁽²¹⁾	9,503,705	17.07%	1,732,465	2.12%
All directors, executive officers, the HEICO Savings and Investment Plan and the Mendelson Reporting Group as a group⁽²²⁾	10,820,426	19.43%	2,964,878	3.63%

*	Represents ownership of less than 1%.

(1)	Unless otherwise indicated, the address of each beneficial owner identified is c/o HEICO Corporation, 3000 Taft Street, Hollywood, Florida 33021.

(2)

The number of shares of Common Stock and Class A Common Stock deemed outstanding as of January 21, 2022 includes (i) 54,475,446 shares of Common Stock; (ii) 81,387,801 shares of Class A Common Stock; and (iii) shares issuable upon exercise of stock options held by the respective person or group which are presently exercisable or which may be exercised within 60 days after January 21, 2022 as set forth below. Pursuant to the rules of the Securities and Exchange Commission, presently exercisable stock options and stock options that become exercisable within 60 days are deemed to be outstanding and beneficially owned by the person or group for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

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(3)

The Mendelson Reporting Group consists of Laurans A. Mendelson; Eric A. Mendelson; Victor H. Mendelson; LAM Limited Partners, a partnership whose sole general partner is a corporation controlled by Arlene H. Mendelson, the wife of Laurans A. Mendelson; LAM Alpha Limited Partners, a partnership whose sole general partner is a corporation controlled by Laurans A. Mendelson; trusts for the benefit of Victor H. Mendelson’s immediate family members and whose Trustee is Victor H. Mendelson; trusts for the benefit of Eric A. Mendelson’s immediate family members and whose Trustee is Eric A. Mendelson; EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by Eric A. Mendelson; Mendelson International Corporation, a corporation whose stock is owned solely by Eric A. and Victor H. Mendelson and whose Chairman of the Board is Laurans A. Mendelson; VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by Victor H. Mendelson; the Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc., of which Laurans A. Mendelson is President; The Victor H. Mendelson Revocable Investment Trust, whose grantor, sole presently vested beneficiary and trustee is Victor H. Mendelson; individual Keogh accounts for both Eric A. and Victor H. Mendelson; and shares of both Common Stock and Class A Common Stock owned by the children of both Eric A. and Victor H. Mendelson. Includes 1,001,250 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 21, 2022, 205,985 shares of Common Stock and 196,092 shares of Class A Common Stock held by the HEICO Savings and Investment Plan, 8,145 shares of Common Stock and 9,366 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and 9,500 shares of Common Stock held by LAM Limited Partners that are pledged as collateral for a bank loan. See Notes (13), (14) and (15) below. The address of the Mendelson Reporting Group is 825 Brickell Bay Drive, 16th Floor, Miami, Florida 33131.

(4)

Based on information in a Schedule 13 D/A filed on January 31, 2020, all shares are beneficially owned by Dr. Herbert A. Wertheim and on behalf of the following entities, all of which have shared voting power and shared dispositive power over the shares listed: Dr. Herbert A. Wertheim Trust (3,984,876 shares of Common Stock and 928,593 shares of Class A Common Stock); Dr. Herbert and Nicole Wertheim Family Foundation, Inc. (90,595 shares of Common Stock and 644,057 shares of Class A Common Stock); Nicole Wertheim, Dr. Herbert A. Wertheim’s wife (114,231 shares of Class A Common Stock); Brookhill Consultants Limited, a Bahamas corporation (9,533 shares of Common Stock and 3,814,696 shares of Class A Common Stock); Brookhill Trust (969,618 shares of Class A Common Stock); Erica Wertheim Zohar Living Trust (15,733 shares of Common Stock and 32,371 shares of Class A Common Stock); The Wertheim Irrevocable Trust #1 (20,926 shares of Class A Common Stock); and the Alexa Ava Zohar Living Trust, the Elan Wertheim Zohar Living Trust, the Ethan Brumer Living Trust, and the Julia Sophie Brumer Living Trust (each with 2,382 shares of Common Stock). The address of Dr. Wertheim is 4470 SW 74th Avenue, Miami, Florida 33155.

(5)

Based on information in Schedules 13G/A filed on February 1, 2022, all shares are beneficially owned by BlackRock, Inc., a parent holding company, and on behalf of its wholly owned subsidiaries (i) BlackRock Life Limited; (ii) Aperio Group, LLC; (iii) BlackRock (Netherlands) B.V.; (iv) BlackRock Institutional Trust Company, National Association; (v) BlackRock Asset Management Ireland Limited; (vi) BlackRock Financial Management, Inc.; (vii) BlackRock Japan Co., Ltd.; (viii) BlackRock Asset Management Schweiz AG; (ix) BlackRock Investment Management, LLC; (x) BlackRock Advisors, LLC; (xi) BlackRock Investment Management (UK) Limited; (xii) BlackRock Asset Management Canada Limited; (xiii) BlackRock (Luxembourg) S.A.; (xiv) BlackRock Investment Management (Australia) Limited; (xv) BlackRock Advisors (UK) Limited; (xvi) BlackRock Fund Advisors; (xvii) BlackRock Asset Management North Asia Limited; (xviii) BlackRock (Singapore) Limited; and (xix) BlackRock Fund Managers Ltd. BlackRock, Inc. has (i) sole dispositive power over 5,402,527 shares, or 9.92%, of Common Stock, and sole voting power over 5,011,001 shares, or 9.20%, of Common Stock and (ii) sole dispositive power over 4,451,287 shares, or 5.47%, of Class A Common Stock, and sole voting power over 3,853,880 shares of Class A Common Stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(6)

Based on information in Schedules 13G/A filed on February 10, 2021, all shares are beneficially owned by The Vanguard Group, Inc., a registered investment adviser, and on behalf of its wholly-owned subsidiaries (i) Vanguard Asset Management, Limited; (ii) Vanguard Fiduciary Trust Company; (iii) Vanguard Global Advisors, LLC; (iv) Vanguard Group (Ireland) Limited; (v) Vanguard Investments Australia Ltd; (vi) Vanguard Investments Canada Inc.; (vii) Vanguard Investments Hong Kong Limited; and (viii) Vanguard Investments UK, Limited. The Vanguard Group, Inc. has shared voting power over 40,089 and 83,225 shares of Common Stock and Class A Common Stock, respectively. The Vanguard Group, Inc. has sole dispositive power over 3,322,005 shares, or 6.10%, of Common Stock and 7,002,579 shares, or 8.60%, of Class A Common Stock. The Vanguard Group, Inc. has shared dispositive power over 111,507 shares of Common Stock and 186,445 shares of Class A Common Stock. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(7)

Based on information in a Schedule 13G/A filed on February 8, 2021, all shares are beneficially owned by FMR LLC, a parent holding company, and on behalf of its wholly owned subsidiaries (i) FIAM LLC IA; (ii) Fidelity Institutional Asset Management Trust Company BK; (iii) Fidelity Management & Research Company LLC IA; (iv) FMR Investment Management (UK) Limited FI and (v) Strategic Advisers LLC IA and by Abigail P. Johnson, who is a Director, the Chairman and the Chief Executive Officer of FMR LLC. FMR LLC has sole voting power over 351,689 shares of Class A Common Stock and sole dispositive power over 4,981,263 shares, or 6.12%, of Class A Common Stock. The address of FMR LLC and Abigail P. Johnson is 245 Summer Street, Boson, Massachusetts 02210.

(8)

Based on information in a Schedule 13G filed on February 11, 2021, all shares are beneficially owned by Morgan Stanley, a parent holding company and on behalf of its wholly owned subsidiary Morgan Stanley Investment Management Inc., a registered investment adviser. Morgan Stanley has shared voting power over 4,008,410 shares of Class A Common Stock. The address of Morgan Stanley is 1585 Broadway, New York, New York 10036.

(9)

Based on information in a Schedule 13G filed on February 16, 2021, all shares are beneficially owned by Capital World Investors, a registered investment adviser and a division of Capital Research and Management Company, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. The address of Capital World Investors is 333 South Hope Street, 55^th Floor, Los Angeles, California 90071.

(10)	Includes 3,239 shares of Common Stock and 10,354 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Thomas M. Culligan’s account.

(11)	Includes 3,239 shares of Common Stock and 23,393 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Adolfo Henriques’ account.

(12)

Includes 3,239 shares of Common Stock and 48,747 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Mark H. Hildebrandt’s account and 3,019 shares of Class A Common Stock held in Irrevocable Trusts, whose trustees are Mark H. Hildebrandt’s wife and daughter.

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(13)

Includes 490,625 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 21, 2022; 392,718 shares of Common Stock held by EAM Management Limited Partners; 424,848 shares of Common Stock held by trusts for the benefit of Eric A. Mendelson’s immediate family members; 200,628 shares of C

SEC Form DEF 14A filed by Heico Corporation