DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to

Section

14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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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

HELIOS TECHNOLOGIES, 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 all boxes that apply):


☒		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.

LOGO

Dear Shareholders,

In 2022, the Helios Technologies team continued to build a strong foundation for sustainable success, by executing the strategies we have laid out over the last few years. This drove top-tier margins and solid earnings for our shareholders. For further details on our fiscal 2022 performance and the progress we are making on the transformation from a holding company to an integrated operating company please see my Letter to Shareholders in our 2022 Annual Report and 10-K.

In 2022, we continued to advance on our ESG journey. Highlights included:

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Governance Enhancements: Director compensation moved from purely share-based compensation to a combination of cash and restricted stock units to better align with our shareholders. We nominated our second female board member who brings a wealth of experience in global human resources and compensation and is a strong complement to our existing members. In fact, over half of our board has been refreshed within the past three years. In addition, we conducted a robust annual board evaluation process.

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Environmental Sustainability: As a part of our manufacturing and operating strategy, we have global initiatives across both business segments to identify efficiencies for both our customers and our internal processes. This work aligns with our “in the region for the region” approach. As an example, this year we identified >20% of our electronics manufacturing will relocate to the region where it is sold, and the scope of this project continues to grow. In 2022, we published baseline environmental data to help shape future planning, which includes Scope 1 and Scope 2 greenhouse gas inventory reports, as well as waste reduction and water conservation measures. We also started a process for Scope 3 data collection. Additionally, we set a long-term commitment to achieve net zero greenhouse gas emission (GHG) by 2050 for our operated assets.

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Social Responsibility: We continue to develop talent through several programs across our businesses. These programs include our Career Development Program (CDP), which targets recent college graduates and working students to provide them with bona fide job rotations aimed at building future leaders throughout critical business disciplines. Additionally, both segments utilize summer internships, partnerships with local educational institutions, and ongoing employee training and education. In 2023, we are launching our global talent management system through “Cornerstone” that will encompass Helios’ performance management, learning management, and career development. In alignment with our strategy, it is critical that we continue to cultivate, accelerate, and elevate our talent across the organization. Finally, we launched a new ESG section on our website that provides all stakeholders greater access to important information.

We are proactive in our efforts to engage with our shareholders and hope you can join us at our 2023 Annual Meeting of Shareholders on June 1^st.

You are cordially invited to attend the Helios Technologies (“Helios”) Annual Meeting of Shareholders on June 1, 2023 at 9:00 a.m. (Eastern Time), in Boston, MA at The Liberty Hotel, 215 Charles St, Boston, MA 02114. All Helios shareholders of record at the close of business on April 4, 2023 are welcome to attend the Annual Meeting, but it is important that your shares are represented at the Annual Meeting even if you do not plan to attend. To ensure you will be represented, as soon as possible please vote by telephone, mail, or online.

On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued interest in and support of Helios Technologies.

Sincerely,

LOGO

Josef Matosevic

President & CEO

Helios Technologies, Inc.

LOGO

HELIOS TECHNOLOGIES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Thursday, June 1, 2023

Notice is hereby given that the Annual Meeting of Shareholders of Helios Technologies, Inc., a Florida corporation, will be held in person on Thursday, June 1, 2023, at 9:00 a.m. (Eastern Daylight Time) at The Liberty Hotel, 215 Charles St., Boston, MA 02114 for the following purposes:

To elect three Directors to serve until the Annual Meeting in 2026, all of whom shall serve until their successors are elected and qualified or until their earlier resignation, removal from office or death.

To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year 2023.

To conduct an advisory vote on the frequency of the advisory vote on executive compensation.

To conduct an advisory vote to approve Named Executive Officer compensation.

To approve the 2023 Equity Incentive Plan, and

To transact such other business as properly may come before the Meeting or any adjournment thereof.

Shareholders of record at the close of business on April 4, 2023 (referred to herein as the “record date”), are entitled to receive notice of and to vote at the Meeting and any adjournment thereof.

We sent a Notice of Internet Availability of Proxy Materials on or about April 20, 2023 and provided access to our proxy materials over the Internet beginning April 20, 2023, for the holders of record and beneficial owners of our common stock as of the close of business on the record date. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability instructs you on how to access and review this proxy statement and our annual report and authorize a proxy online to vote your shares. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.

If your shares are held in street name by a brokerage, your broker will supply the Notice of Internet Availability instructions on how to access and review this proxy statement and our annual report and authorize a proxy online to vote your shares. If you receive paper copies of the materials from your broker by mail, please mark, sign, date and return your proxy card to the brokerage. It is important that you return your proxy to the brokerage as quickly as possible so that the brokerage may vote your shares. You may not vote your shares in person at the Meeting unless you obtain a power of attorney or legal proxy from your broker authorizing you to vote the shares, and you present this power of attorney or proxy at the Meeting.

By Order of the Board of Directors,

LOGO

Marc A. Greenberg

Secretary

Sarasota, Florida

April 20, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDERS MEETING TO BE HELD ON JUNE 1, 2023

This Proxy Statement and our Annual Report to Shareholders are available at: www.viewproxy.com/HeliosTechnologies/2023 and https://ir.heliostechnologies.com.

TABLE OF CONTENTS


	Page
Notice of Annual Meeting of Shareholders

Proxy Statement		1

Proposal 1 — Election of Directors		4

Governance of the Company		5
Directors and Executive Officers		5

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Helios Technologies Inc.