DEF 14A 1 ny20005533x1_def14a.htm DEF 14A

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. )

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Filed by a Party other than the Registrant ☐

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☐	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

Hillenbrand, Inc.

(Name of Registrant as Specified In Its Charter)

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


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HILLENBRAND, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held February 24, 2023

The Annual Meeting of shareholders of Hillenbrand, Inc., an Indiana corporation (the “Company”), will be held at the Company’s headquarters at One Batesville Boulevard, Batesville, Indiana 47006, on Friday, February 24, 2023, at 10:00 a.m. Eastern Standard Time, for the following purposes:

(1)

to elect four members to the Board of Directors;

(2)

to approve, by a non-binding advisory vote, the compensation paid by the Company to its Named Executive Officers (“Say on Pay Vote”);

(3)

to approve, by a non-binding advisory vote, the frequency of future Say on Pay Votes;

(4)

to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023; and

(5)

to transact such other business as may properly come before the meeting and any postponement or adjournment of the meeting.

We intend to hold the Annual Meeting in person, but we urge you to consider voting in advance of the meeting via one of the remote methods described in the proxy statement. The health and well-being of our employees and shareholders is a high priority, and we are sensitive to the public health and travel concerns our shareholders may have. Accordingly, if we determine that it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting, which may include a change in venue or holding the meeting solely by means of remote communication. We will announce any such change and the details on how to participate by press release, on our web site at https://ir.hillenbrand.com, and in a filing with the Securities and Exchange Commission. If you are planning to attend the Annual Meeting in person, please check our web site in advance for any updates to planned arrangements.

In preparing for the Annual Meeting, we regularly review and consider the requirements, recommendations, and protocols that are issued and that may be issued by public health authorities and governments, including in relation to the COVID-19 pandemic. We require you to register your planned in-person attendance with us at least ten (10) business days prior to the meeting, by writing to the Investor Relations Department, Hillenbrand, Inc., One Batesville Boulevard, Batesville, Indiana 47006 or by email at investors@hillenbrand.com. Pre-registration and an admission ticket, as well as matching photo identification, are necessary to gain entrance to the secure area of our headquarters building where the meeting will be held. Although we plan to resume the social elements of our Annual Meeting such as food and beverage service, this will be subject to public health circumstances at the time, as well as any enhanced health and safety protocols we may have in place. We truly value the opportunity to have more personal engagement with our shareholders.

	By Order of the Board of Directors,



	Nicholas R. Farrell
	Secretary

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement and submit your proxy and voting instructions as soon as possible. Important notice regarding the availability of proxy materials for the Annual Meeting of shareholders to be held on February 24, 2023: This proxy statement, the accompanying proxy card, and our 2022 Annual Report to Shareholders are available on the Internet at www.hillenbrand.com.

January 12, 2023

TABLE OF CONTENTS

			Page
Proxy Statement Summary			1
Questions and Answers About the Annual Meeting and Voting			7
PROPOSAL NO. 1 – Election of Directors			15
The Board of Directors and Committees			23
Security Ownership of Directors and Management			37
Delinquent Section 16(a) Reports			41
Security Ownership of Beneficial Owners of More Than 5 Percent of the Company’s Common Stock			42
Executive Compensation			43
	Part I:	Compensation Discussion and Analysis	44
	Part II:	Compensation Committee Report	73
	Part III:	Executive Compensation Tables	74
	Part IV:	Compensation Consultant Matters	93
	Part V:	Compensation-Related Risk Assessment	94
	Part VI:	CEO Pay Ratio	95
	Part VII:	Anti-Hedging and Anti-Pledging	96
PROPOSAL NO. 2 – Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers			97
PROPOSAL NO. 3 – Non-Binding Advisory Vote on the Frequency of Future Say on Pay Votes			98
Compensation of Directors			99
Equity Compensation Plan Information			103
Audit Committee Report			104
PROPOSAL NO. 4 – Ratification of Appointment of the Independent Registered Public Accounting Firm			105
Other Matters			107
Appendix A – Incentive Plan Definitions			A-1

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HILLENBRAND, INC.

PROXY STATEMENT SUMMARY

To assist you in reviewing the proposals to be acted upon at the 2023 Annual Meeting of shareholders (the “Annual Meeting”) of Hillenbrand, Inc., an Indiana corporation (“Hillenbrand” or the “Company”), we call your attention to the following information about the proposals and the Board’s voting recommendations, along with highlights of the Company’s corporate governance and executive compensation practices. The following description is only a summary. For more complete information about these topics, please review the proxy statement in its entirety.

Annual Meeting Information

Time and Date:

February 24, 2023 @ 10:00 a.m. EST

Location:

Hillenbrand headquarters

Record Date:

December 19, 2022

Admission:

Pre-registration by writing to the Investor Relations Department (email to investors@hillenbrand.com acceptable), together with ticket attached to the proxy card (available to beneficial owners upon request as described in the proxy statement) and photo identification

See “Questions and Answers about the Annual Meeting and Voting” in the proxy statement for additional information.

Proposals and Voting Recommendations

Proposal		Board’s Voting Recommendation	Page References
No. 1	Election of Directors	FOR	15
No. 2	Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers, or “Say on Pay”	FOR	97
No. 3	Non-Binding Advisory Vote on the Frequency of Future Say on Pay Votes	ONE YEAR	98
No. 4	Ratification of Appointment of the Independent Registered Public Accounting Firm	FOR	105

Incentive Compensation Plans and Results

Our compensation program is characterized by certain distinct features highlighted in the proxy statement that we believe strengthen its performance orientation and reflect our ongoing commitment to align executive pay with long term shareholder value.¹

Short-term: The Compensation and Management Development Committee of our Board of Directors (the “Compensation Committee”) has determined for fiscal 2022 to use net revenue, adjusted income before taxes (“IBT”), and cash conversion cycle as the metrics for the Company’s short-term incentive compensation (“STIC”) plan in evaluating the Company’s operational performance, efficiency, and sustainable improvements, as shown in the charts below. We believe that these metrics align the interests of our management with those of our shareholders. For fiscal 2022 STIC, given the continued uncertainty associated with the COVID-19 pandemic and global supply chain disruptions, the Compensation Committee maintained the prior year’s wider and flatter performance and payout curves. This step was designed to reduce the volatility of potential payout percentages and to decrease the likelihood of not only an inappropriately low payout, which could have created retention risk for our workforce, but also an inappropriately high payout, which could have undermined the Company’s compensation philosophy. The Compensation Committee also returned to a single twelve-month performance period in lieu of the two six-month periods used in the prior year.

¹See the “Executive Compensation” section of our proxy statement for additional detail on our compensation program and for additional background on our Say on Pay Vote.

The following charts show actual performance for these metrics for the past three years, reflected as the achievement percentage of target:²

Long-term: For the Company’s long-term incentive compensation (“LTIC”) plan for our Named Executive Officers, the Compensation Committee determined for fiscal 2022 that one-third of the grant value would be awarded in time-based restricted stock units and the remaining two-thirds would be awarded in performance-based restricted stock units. The performance-based awards are based on shareholder value creation and relative total shareholder return metrics over a three-year measurement period, which we believe closely aligns the interests of our management with those of our shareholders.

² The charts present the achievement percentages for these metrics at the consolidated Company level for the Named Executive Officers. As part of the annual compensation setting process, the Compensation Committee establishes payout curves for these achievement percentages to determine payout levels. These charts do not reflect achievement of these metrics at an underlying business unit level, which apply to certain of our Named Executive Officers as further explained in the proxy statement. In addition, beginning with awards made in fiscal 2021, the Company modified its historical “STIC IBT” measure by using an externally reported financial metric as the starting point for calculation. The “Adjusted IBT” measure is further explained in the proxy statement. The chart shows STIC IBT achievement for fiscal year 2020, and Adjusted IBT achievement for fiscal 2021 and 2022.

The following charts show achievement relative to target for these metrics for the past three measurement periods:

Governance and Executive Compensation Highlights

The following highlights key components of our governance and executive compensation practices.

Here’s What We Do . . .
☑	Pay for performance
☑	Benchmark Named Executive Officer target core compensation³ to the 50th percentile of peer group compensation
☑	Maintain stock ownership guidelines based on shares of Company common stock and time-based restricted stock units beneficially owned: for directors, five times annual cash compensation; for the CEO, five times base salary; for Senior Vice Presidents, two times base salary; for certain other senior officers designated by the CEO, one times base salary
☑	Seek to ensure that at least 75 percent of the CEO’s target core compensation is at risk⁴
☑	Require an independent Chairperson of the Board and that at least 80 percent of directors be independent

³ We define our Named Executive Officers’ annual “core compensation” as annual base salary and the target values for STIC and LTIC.

⁴ A portion of the CEO’s target core compensation consists of time-based restricted stock units, which the Compensation Committee considers to be “at risk” since the value fluctuates based on stock price performance and vesting of all tranches is contingent upon continued service. This portion does not exceed one-third of target annual LTIC awards made to the CEO and, together with the portion represented by performance-based LTIC awards and STIC, comprises the “at risk” compensation.

☑	Require that directors receive at least a majority of the votes cast in an uncontested election to be elected
☑	Require that the Compensation Committee be composed entirely of outside, independent directors
☑	Engage an independent compensation consultant, hired by and reporting directly to the Compensation Committee
☑	Operate with multiple performance metrics that drive our incentive compensation plans, including a relative metric that measures our performance against the Standard & Poor’s 400 Mid Cap Industrials index (a peer group reflecting companies of similar size and complexity)
☑	Maintain a clawback policy covering cash and equity incentive compensation plans that applies in the event of a restatement of our financial statements
☑	Impose a limit of $600,000 on total annual base compensation⁵ for non-employee directors
☑	Encourage Board refreshment in a variety of ways, including by requiring, without exemptions or conditions, our directors to retire no later than the first Annual Meeting of shareholders following the date on which that director turns 73 years of age
☑	Maintain a Board diversity policy that provides that Board members will be diverse in terms of gender and of race and ethnicity, and in terms of other characteristics, including background, perspective, knowledge, skills, and experience

Here’s What We Don’t Do . . .
☒	Permit re-pricing, exchanging, or cashing out of “underwater” stock options without shareholder approval
☒	Permit spring-loading, back-dating, or similar practices that “time” the grant of our equity awards
☒	Permit granting of stock options below fair market value
☒	Permit “recycling” (into the equity plan pool) of Company shares that are (i) used to pay an award exercise price or withholding taxes, or (ii) repurchased on the open market with the proceeds of a stock option exercise price

⁵ As defined in the proxy statement.

☒	Permit transferability of stock options for consideration
☒	Permit single-trigger change in control agreements for Named Executive Officers and certain other executives
☒	Permit change in control tax gross-ups for executives
☒	Permit a liberal change in control definition in our equity plan
☒	Permit pledging, short sales or hedging of Company securities by directors, officers, or other employees
☒	Permit directors, officers, or other employees to hold Company securities in margin accounts or otherwise to pledge Company securities as collateral for loans

Recent Developments

This past year, we have augmented our governance and executive compensation practices in the following ways:

☑	Rotated key Board leadership positions in connection with the planned retirement of F. Joseph Loughrey, our former Board Chairperson, by (i) electing Helen W. Cornell as Vice Chairperson of the Board and as Chairperson of our Nominating/Corporate Governance Committee, who then became Board Chairperson effective upon Mr. Loughrey’s retirement on January 10, 2023, and (ii) electing Gary L. Collar to succeed Ms. Cornell as Chairperson of our Compensation Committee
☑	Completed our CEO transition, with Joe A. Raver retiring and Kimberly K. Ryan being elected President and Chief Executive Officer and appointed as our newest member of the Board
☑	Changed our Board Skills & Experience Matrix to, among other things, emphasize the growing importance of cyber security and climate change matters, as part of our commitment to director education and Board refreshment
☑	Published our third annual sustainability report, under the United Nations Global Compact, disclosing energy use and Scope 1 and Scope 2 emissions data for major manufacturing sites, and expanding health and safety and diversity disclosures
☑	Implemented the Company’s Third Amended and Restated Short-Term Incentive Compensation Plan to make certain changes described in the proxy statement, including to align with prevailing market practices and expand the list of potential performance goals

☑	Maintained the prior year’s wider and flatter STIC performance and payout curves to reduce the volatility of potential payout percentages, given the uncertainty associated with the COVID-19 pandemic and continued global supply chain disruptions, while returning to a single twelve-month performance period in lieu of the two six-month periods used in the prior year
☑	Successfully completed the Milacron integration, including achievement ahead of schedule of the Company’s $75 million annual run-rate synergy target, accomplishing a key annual performance goal of our Named Executive Officers for the fiscal year

HILLENBRAND, INC.

PROXY STATEMENT

This proxy statement relates to the solicitation by the Board of Directors of Hillenbrand, Inc. (the “Company” or “Hillenbrand”) of proxies for use at the Annual Meeting of the Company’s shareholders to be held at the Company’s headquarters at One Batesville Boulevard, Batesville, Indiana 47006, telephone (812) 934-7500, on Friday, February 24, 2023, at 10:00 a.m. Eastern Standard Time, and at any postponements or adjournments of the meeting. This proxy statement was first mailed to shareholders on or about January 12, 2023.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

The following questions and answers will explain the purpose of this proxy statement and what you need to know to vote your shares. Throughout these questions and answers and the proxy statement, we sometimes refer to Hillenbrand and the Company in terms of “we,” “us,” or “our.”

What is the purpose of this proxy statement?

The Board of Directors of Hillenbrand (the “Board”) is soliciting your proxy to vote at the 2023 Annual Meeting of shareholders of Hillenbrand because you were a shareholder at the close of business on December 19, 2022, the record date for the 2023 Annual Meeting, and are entitled to vote at the Annual Meeting. The record date for the 2023 Annual Meeting was established by the Board in accordance with our Amended and Restated Code of By-laws (the “By-laws”) and Indiana law.

This proxy statement contains the matters that must be set out in a proxy statement according to the rules of the U.S. Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange and provides the information you need to know to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares.

Q:	What is the difference between holding shares as a “shareholder of record” and as a “beneficial owner”?

A:	If your shares are registered directly in your name with Hillenbrand’s transfer agent, Computershare Investor Services, LLC, you are the “shareholder of record” with respect to those shares, and you tell us directly how your shares are to be voted.

If your shares are held in a stock brokerage account or by a bank or other nominee, then your nominee is the shareholder of record for your shares and you are considered the “beneficial owner” of shares held in street name. As the beneficial owner, you direct your broker, bank, or nominee how to vote your shares.

Q:	What am I being asked to vote on?

●

Election of four directors for the three-year term set forth under Proposal No. 1 – Election of Directors: Daniel C. Hillenbrand, Neil S. Novich, Kimberly K. Ryan, and Inderpreet Sawhney;

●

Approval, by a non-binding advisory vote, of the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to SEC compensation disclosure rules in the “Compensation Discussion and Analysis” and “Executive Compensation Tables” sections of this proxy statement and in any related material herein (the “Say on Pay Vote”);

●

Approval, by a non-binding advisory vote, of the frequency – every one year, every two years, or every three years – of future Say on Pay Votes (the “Say on Pay Frequency Vote”); and

●

Ratification of the appointment of Ernst & Young LLP (“EY’) as the Company’s independent registered public accounting firm for fiscal year 2023.

The Board recommends a vote FOR each of the director nominees; FOR approval of the compensation paid to the Named Executive Officers of the Company pursuant to the Say on Pay Vote; FOR the selection of every ONE YEAR as the frequency of future Say on Pay Votes; and FOR the ratification of the appointment of EY as the Company’s independent registered public accounting firm for fiscal year 2023.

Our Named Executive Officers are those officers specified by Item 402(a)(3) of Regulation S-K. See the introductory discussion in Part I under “Executive Compensation” for more information regarding Named Executive Officers.

Q:	What are the voting requirements to elect the directors and to approve the other proposals being voted on?

The Restated and Amended Articles of Incorporation of Hillenbrand (as amended to date, the “Articles of Incorporation”) provide that in an uncontested election, the directors are elected by a majority of the votes cast at the Annual Meeting. This means that to be elected, the number of votes cast “for” a director nominee must exceed the number of votes “withheld” from that nominee.

The adoption of each of the proposals (a) to approve, by a non-binding advisory vote, the compensation paid to the Named Executive Officers, and (b) to ratify the appointment of EY as the Company’s independent registered public accounting firm for fiscal year 2023 requires the affirmative vote of a majority of the votes cast for or against approval.

The adoption of the proposal to approve, by a non-binding advisory vote, the frequency of the submission of a Say on Pay Vote to the shareholders will be decided by the frequency period that receives the greatest number of votes cast at the Annual Meeting.

If you are present or represented by proxy at the Annual Meeting and you affirmatively elect to abstain, your abstention, as well as any broker non-votes, will not be counted as votes cast on any matter to which they relate. See “How will my shares be voted?” below for more information about broker non-votes.

Q:	How many votes do I have?

A:	You are entitled to one vote for each share of Hillenbrand common stock that you held as of the record date.

Q:	How do I vote?

A:	The different ways that you (if you are a shareholder of record) or your nominee (if you are a beneficial owner) can vote your shares depend on how you received your proxy statement this year.

For shareholders of record, many of you were not mailed a paper copy of proxy materials, including this proxy statement, a proxy card, and our 2022 Annual Report to Shareholders. Instead, commencing on or about January 12, 2023, we sent you a Notice of Internet Availability of Proxy Materials (“Notice”) telling you that proxy materials are available at the web site indicated in that Notice, www.proxyvote.com, and giving you instructions for voting your shares at that web site. We also told you in that Notice (and on the web site) how you can request us to mail proxy materials to you. If you subsequently do receive proxy materials by mail, you can vote in any of the ways described below. If not, you must vote via the Internet (and we encourage you to do so) at www.proxyvote.com, by telephone, or in person at the Annual Meeting as explained below.

With respect to shareholders of record who received proxy materials by mail, we commenced mailing on or about January 12, 2023. You can vote using any of the following methods:

	Proxy card or voting instruction card. Be sure to complete, sign, and date the card and return it in the prepaid envelope.

	By telephone or the Internet. The telephone and Internet voting procedures established by Hillenbrand for shareholders of record are explained in detail on your proxy card and in the Notice many shareholders receive. These procedures are designed to authenticate your identity, to allow you to give your voting instructions, and to confirm that these instructions have been properly recorded.

	In person at the Annual Meeting. You may vote in person at the Annual Meeting. You may also be represented by another person at the meeting by executing a proper proxy designating that person. If you are not the record holder of your shares and want to attend the meeting and vote in person, you must obtain a legal proxy from your broker, bank, or nominee and present it to the inspectors of election with your ballot when you vote at the meeting.

With respect to the beneficial owners of shares held by nominees, the methods by which you can access proxy materials and give voting instructions to your nominee may vary, depending on the nominee. Accordingly, if you are such a beneficial owner, you should follow the instructions provided by your nominee.

Q:	I share an address with another shareholder and we received only one Notice of Internet Availability of Proxy Materials or one paper copy of the proxy materials, as applicable. How may I obtain an additional copy?

The Company has adopted a procedure approved by the SEC called “householding.” Under this procedure, the Company is delivering a single copy of either the Notice of Internet Availability of Proxy Materials or a paper copy of the proxy materials, as applicable, to multiple shareholders who share the same address, unless the Company has received contrary instructions from one or more of the shareholders. This procedure reduces the Company’s printing costs, mailing costs, and fees. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, a separate copy of the Notice of Internet Availability of Proxy Materials or a paper copy of the proxy materials or the annual report, as applicable, will be promptly delivered to any shareholder at a shared address to which the Company delivered a single copy. To receive a separate copy, or a separate copy of future materials, shareholders may write or call the Company’s Investor Relations Department at One Batesville Boulevard, Batesville, Indiana 47006, telephone (812) 931-6000, and facsimile (812) 931-5209. Shareholders who hold shares in street name may contact their broker, bank, or other nominee to request information about householding.

Q:	How will my shares be voted?

For shareholders of record, all shares represented by the proxies mailed to shareholders will be voted at the Annual Meeting in accordance with instructions given by the shareholder. Where proxies are returned without instructions, the shares will be voted: (1) FOR election of each of the four nominees named above as directors of the Company; (2) FOR approval, by a non-binding advisory vote, of the compensation paid to the Named Executive Officers pursuant to the Say on Pay Vote; (3) FOR holding future Say-on-Pay Votes every ONE YEAR; (4) FOR ratification of the appointment of EY as the independent registered public accounting firm of the Company for fiscal year 2023; and (5) in the discretion of the proxy holders, upon such other business as may properly come before the Annual Meeting (we are not currently aware of any other matter that may come before the meeting). Where a proxy is not returned, your shares will not be voted unless you attend the Annual Meeting and vote in person (including by means of remote communication, if applicable).

For beneficial owners, the brokers, banks, or nominees holding shares for the beneficial owner 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 discretionary voting power only with respect to matters that are considered routine matters. Under applicable New York Stock Exchange rules, Proposal No. 1 relating to election of directors, Proposal No. 2 relating to a non-binding advisory vote to approve Named Executive Officer compensation, and Proposal No. 3 relating to the frequency of future Say on Pay Votes by the shareholders are deemed to be non-routine matters with respect to which brokers and nominees may not exercise their voting discretion without receiving instructions from the beneficial owners of the shares (this is referred to as a “broker non-vote”). Proposal No. 4 relating to ratification of the appointment of EY as the independent registered public accounting firm of the Company for fiscal year 2023 is a matter on which brokers holding stock for the accounts of their clients who have not been given specific voting instructions are allowed to vote client shares. To avoid a broker non-vote of your shares on Proposals No. 1, 2, and 3, you must send voting instructions to your bank, broker, or nominee or obtain a legal proxy and vote your shares in person at the Annual Meeting.

Q:	What can I do if I change my mind after I vote my shares prior to the Annual Meeting?

A:	If you are a shareholder of record, you may revoke your proxy at any time before it is voted at the Annual Meeting by:

●

sending written notice of revocation to the Secretary of Hillenbrand at One Batesville Boulevard, Batesville, Indiana 47006;

●

submitting a revised proxy by telephone, Internet, or paper ballot after the date of the revoked proxy; or

●

attending the Annual Meeting and voting in person.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank, or nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described under “How do I vote?” above.

Q:	Who will count the votes?

A:	Representatives of Broadridge Investor Communication Solutions, Inc. (“Broadridge”) will tabulate the votes and act as inspectors of election.

Q:	What constitutes a quorum at the Annual Meeting?

As of the record date, 69,323,502 shares of Hillenbrand common stock were outstanding. A majority of the outstanding shares must be present or represented by proxy at the Annual Meeting to constitute a quorum for the purpose of conducting business at the Annual Meeting. Your shares will be considered part of the quorum if you submit a properly executed proxy or attend the Annual Meeting.

Q:	Who can attend the Annual Meeting in person?

We intend to hold the Annual Meeting in person, but, we urge you to consider voting in advance of the meeting via one of the remote methods described above in lieu of attending the meeting in person. Even so, all shareholders as of the record date may attend the Annual Meeting in person but must have an admission ticket, bring matching photo identification, and register their planned in-person attendance with the Company at least ten (10) business days prior to the Annual Meeting, by writing to the Investor Relations Department, Hillenbrand, Inc., One Batesville Boulevard, Batesville, Indiana 47006 or by email at investors@hillenbrand.com. In addition, subject to public health circumstances at the time, we may have enhanced health and safety protocols in place. If you are a shareholder of record, the ticket attached to the proxy card or a copy of your Notice (whichever you receive), together with matching photo identification and pre-registration, will admit you. If you are a beneficial owner, you may request a ticket by writing to the Secretary of Hillenbrand at One Batesville Boulevard, Batesville, Indiana 47006, or by faxing your request to (812) 931-5185 or emailing it to investors@hillenbrand.com. You must provide evidence of your ownership of shares with your ticket request, which you can obtain from your broker, bank, or nominee. We encourage you or your broker to fax or email your ticket request and proof of ownership as soon as possible to avoid any mail delays. As described in the cover letter to this proxy statement, we continue to monitor developments in relation to the COVID-19 pandemic and if we determine that it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting.

Q:	When are shareholder proposals due for the 2024 Annual Meeting?

For a shareholder proposal to be presented at the Company’s 2024 Annual Meeting of shareholders and to be considered for possible inclusion in the Company’s proxy statement and form of proxy relating to that meeting, it must be submitted to and received by the Secretary of Hillenbrand at its principal offices at One Batesville Boulevard, Batesville, Indiana 47006, not later than September 14, 2023. Our By-laws describe certain information required to be submitted with such a proposal.

In addition, without regard to whether a proposal is or is not submitted in time for possible inclusion in our proxy statement for the 2024 Annual Meeting, our By-laws provide that for business to be brought before the Annual Meeting by a shareholder, or for director nominations to be made by a shareholder for consideration at the Annual Meeting, written notice thereof must be received by the Secretary of Hillenbrand at its principal offices not later than 100 days prior to the anniversary of the immediately preceding Annual Meeting, or not later than November 16, 2023, for the 2024 Annual Meeting of shareholders. This notice must also provide certain information as set forth in our By-laws. See the discussion below under “Committees of the Board of Directors” under “The Board of Directors and Committees” for additional details regarding shareholder nominees for director.

Q:	What happens if a nominee for director is unable to serve as a director?

A:	If any of the nominees becomes unavailable for election, which we do not expect to happen, votes will be cast for such substitute nominee or nominees as may be designated by the Board, unless the Board reduces the number of directors.

Q:	Can I view the shareholder list? If so, how?

A:	A complete list of the shareholders entitled to vote at the Annual Meeting will be available to view during the Annual Meeting. The list will also be available to view at the Company’s principal offices during regular business hours during the five business days preceding the Annual Meeting.

Q:	Who pays for the proxy solicitation related to the Annual Meeting?

The Company pays for the proxy solicitation related to the Annual Meeting. In addition to sending you these materials, some of our directors and officers, as well as management and non-management employees, may contact you by telephone, mail, email, or in person. You may also be solicited by means of press releases issued by Hillenbrand and postings on our web site, www.hillenbrand.com. None of our officers or employees will receive any additional compensation for soliciting your proxy. We have retained Broadridge to assist us with proxy solicitation and related services for an estimated fee of $12,000, plus reasonable out of pocket expenses. Such fees will be incurred after the mailing of the proxy materials. Broadridge will ask brokers, banks, and other custodians and nominees whether they hold shares for which other persons are beneficial owners. If so, we will supply them with additional copies of the proxy materials for distribution to the beneficial owners. We will also reimburse banks, nominees, fiduciaries, brokers, and other custodians for their costs of sending proxy materials to the beneficial owners of Hillenbrand common stock.

Q:	How can I obtain a copy of the Annual Report on Form 10-K?

A copy of Hillenbrand’s 2022 Annual Report on Form 10-K, as well as Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, are available on the Internet at the Company’s web site, www.hillenbrand.com. The 2022 Annual Report on Form 10-K may also be obtained free of charge by writing or calling the Investor Relations Department of Hillenbrand at its principal offices at One Batesville Boulevard, Batesville, Indiana 47006, telephone (812) 931-6000, and facsimile (812) 931-5209.

Q:	How can I obtain the Company’s corporate governance information?

The documents listed below are available on the Internet at the Company’s web site, www.hillenbrand.com. You may also go directly to https://ir.hillenbrand.com/corporate-governance/governance-documents for those documents. Printed copies are also available to any shareholder who requests them through our Investor Relations Department at One Batesville Boulevard, Batesville, Indiana 47006, telephone (812) 931-6000, and facsimile (812) 931-5209. The available documents are:

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Hillenbrand, Inc. Corporate Governance Standards

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Hillenbrand, Inc. Committee Charters – Audit Committee, Nominating/Corporate Governance Committee, Compensation and Management Development Committee, and Mergers and Acquisitions Committee

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Position Descriptions for Chairperson of the Board, Vice Chairperson of the Board, Members of the Board, and Committee Chairpersons

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Restated and Amended Articles of Incorporation of Hillenbrand, Inc.

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Amended and Restated Code of By-laws of Hillenbrand, Inc.

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Hillenbrand, Inc. Code of Ethical Business Conduct

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Hillenbrand, Inc. Global Anti-Corruption Policy

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Supply Chain Transparency Policy – Hillenbrand, Inc. and its subsidiaries

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Human Rights Policy – Hillenbrand, Inc. and its subsidiaries

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Global Environmental Policy – Hillenbrand, Inc. and its subsidiaries

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Conflict Minerals Policy – Hillenbrand, Inc. and its subsidiaries

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Supplier Diversity Policy – Hillenbrand, Inc. and its subsidiaries

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

This section of the proxy statement introduces the current directors, including the four directors in Class III who have been nominated to serve additional three-year terms.

The Articles of Incorporation and the By-laws of Hillenbrand provide that directors of the Board are classified with respect to the terms that they serve by dividing them into three equal (or near-equal) Classes. Each director is elected to serve a three-year term (or the term applicable to his or her Class) and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, lawful removal, or failure to be re-elected in accordance with the Company’s By-laws.

In conformity with the Company’s director retirement policy, F. Joseph Loughrey, a former Class II director, gave notice on January 7, 2023 of his retirement from service as a member of the Board, to be effective January 10, 2023 (consistent with the Company’s previous disclosure and the requirement that he retire as of a date no later than the 2023 Annual Meeting of shareholders). In connection with Mr. Loughrey’s retirement, the Board reduced the size of the Board to ten directors, with three directors in each of Class I and Class II, and four directors in Class III.

The terms of the directors expire as follows:

Class	Term Expires at
Class I	2024 Annual Meeting
Class II	2025 Annual Meeting
Class III	2023 Annual Meeting

The four directors in Class III who are nominated for election to the Board at the 2023 Annual Meeting, each of whom has agreed to serve as a director if elected, are Daniel C. Hillenbrand, Neil S. Novich, Kimberly K. Ryan, and Inderpreet Sawhney. Each of these directors has been nominated to serve a three-year term as required by our By-laws.

The Board of Directors recommends that the shareholders vote FOR Proposal No. 1 to elect each of the four nominees to the Board of Directors.

The Articles of Incorporation of Hillenbrand provide that in an uncontested election, directors are elected by a majority of the votes cast at the Annual Meeting. This means that to be elected, the number of votes cast “for” a director nominee must exceed the number of votes “withheld” from that nominee. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker, or other holder of record how to vote your shares in order for your vote to be counted on this Proposal. At the Annual Meeting, the proxies being solicited will be voted for no more than four nominees as Class III directors.

Set forth below is information about all of our current directors, including the four nominees for election at the 2023 Annual Meeting of shareholders. The biographical information provided for each person includes all directorships held by and other relevant business experience of such person at any time during the past five years and, in some cases, directorships held prior to such five-year lookback.

Class III Nominees for Election as Directors with Terms Expiring in 2026

		Daniel C. Hillenbrand	Director since 2018 Age 57
		Mr. Hillenbrand has served as a director of the Company since May 2018. Mr. Hillenbrand is the Founder and Managing Partner of Clear Water Capital Partners, LLC, a private venture capital firm, a position he has held since 2010. Since 2002, he has also been the Managing Partner of Generations, L.P., an investment management company, as well as the Managing Partner of Legacy Company, a real estate investment company. Mr. Hillenbrand previously served as Chair of the Board (2004-2019) and President and Chief Executive Officer (2005-2007) of Nambé, LLC, a leading international high-end consumer products company, as well as Vice Chair of the Board of Pri Pak, Inc., a provider of name-brand and private label contract beverage manufacturing services, from 2009-2017. He also previously held various leadership roles at Able Manufacturing and Assembly, LLC, a manufacturing company with platforms in metal fabrication, fiberglass composites, and plastic thermoform manufacturing, including as Chair of the Board (2002-2021), President (2013-2014), and Chief Executive Officer (2002-2007 and 2013-2019). Prior to that, Mr. Hillenbrand served in various roles with increasing leadership responsibility at Wealthsense, Inc., Hill-Rom Holdings, Inc. (the Company’s former parent), Abbott Laboratories, and Batesville Casket Company, Inc. The Company’s Board of Directors concluded that Mr. Hillenbrand should serve as a director based on his long tenure as a managing partner of investment firms and his deep Board and executive experience in private manufacturing companies.
		Neil S. Novich	Director since 2010 Age 68
		Mr. Novich has served as a director of the Company since February 2010. He is the former Chair and President and Chief Executive Officer of Ryerson, Inc., a global metals distributor and fabricator. Mr. Novich joined Ryerson in 1994 as Chief Operating Officer and was named President and CEO in 1995. He served on the Board of Ryerson from 1994 until 2007, adding Chair to his title in 1999. He remained Chair and CEO until 2007, when the company was sold. Prior to his time at Ryerson, Mr. Novich spent 13 years with Bain & Company, an international management consulting firm, where he spent several years as a partner. He currently serves on the Boards of Beacon Roofing Supply (a distributor of residential and non-residential roofing materials), where he chairs the Compensation Committee and previously chaired the Audit Committee; and W.W. Grainger, Inc. (an industrial supply company), where he is a member of the Audit Committee and Board Affairs and Nominating Committee, having previously chaired the Compensation Committee. He is also a member of the Cyber Security Ad Hoc Committee. Mr. Novich is also a trustee of the Field Museum of Natural History and life trustee of Children’s Home & Aid in Chicago and is a member of the Executive Council of American Securities, a private equity fund. Mr. Novich previously served on the Board of Directors of Analog Devices, Inc. from 2008 until 2020, where he was the Chair of the Compensation Committee and a member of the Audit Committee. The Company’s Board of Directors concluded that Mr. Novich should serve as a director based on his service as President and CEO of a major public corporation and his several years of experience as a partner with a major consulting firm, together with his extensive and continuing service on the boards of several public companies and non-profit organizations.

		Kimberly K. Ryan	Director since 2021 Age 56
		Ms. Ryan has served as a director and as President and Chief Executive Officer of the Company since December 2021. Prior to becoming Chief Executive Officer, Ms. Ryan was the Company’s Executive Vice President, beginning in June 2021. Prior to that role, she served as President of the Company’s Coperion business beginning in September 2015, also overseeing Hillenbrand’s Rotex business during part of that period. She previously served as President of Batesville beginning in April 2011, at which time she was also named a Senior Vice President of Hillenbrand. Ms. Ryan began her career with Batesville in 1989, holding positions of increasing responsibility within Batesville and the Company’s former parent in finance, strategy, operations, logistics, and information technology. Since 2014, Ms. Ryan has served on the Board of Directors of Kimball International, Inc., a public manufacturing company (“Kimball”), including as a member of the Audit Committee. She also served as Kimball’s Board Chair from November 2018 to October 2021. She served on the Board of Directors of Conexus Indiana from December 2018 to July 2021, and in October 2022, joined the Board of the National Association of Manufacturers, a manufacturing industrial trade association. The Company’s Board of Directors concluded that Ms. Ryan should serve as a director because of her position as President and Chief Executive Officer of the Company, in addition to her years of experience as an executive of the Company’s Coperion and Batesville operating companies and her in-depth knowledge of the death care and process solutions industries.
		Inderpreet Sawhney	Director since 2021 Age 58
		Ms. Sawhney has served as a director of the Company since June 2021. Ms. Sawhney has been Group General Counsel and the Chief Compliance Officer of Infosys Ltd., a global leader in next-generation digital services, since July 2017. Prior to joining Infosys, she worked from October 2011 to June 2017 as General Counsel of Wipro Limited, a large IT service company, and at The Chugh Firm, a private law firm, beginning in 1997 until October 2011, with her last position being as Managing Partner of the Silicon Valley office. Ms. Sawhney also sits on the National Advisory Council of SABANA (South Asian Bar Association of North America), an organization of which she was President from 2008–2009. The Company’s Board of Directors concluded that Ms. Sawhney should serve as a director based on her experience as a senior executive at large information technology firms and her in-depth knowledge of and exposure to technology, legal, compliance, and cyber matters.

Class I Directors with Terms Expiring in 2024

		Helen W. Cornell	Director since 2011 Age 64
		Ms. Cornell has served as a director of the Company since August 2011 and as Chairperson of the Board since January 2023. She is currently President and CEO (since December 2015) of the privately-owned Owensboro Grain Company (grain and soybean products), where she also serves as Chair of the Board and Chair of the Executive Committee. She is also a director of the privately-owned Dot Family Holdings, LLC (formerly Dot Foods, Inc.) (a food distributor), where she is a member of the Compensation Committee and Chair of the Audit Committee. In October 2018, Ms. Cornell joined the Board of Trustees of Brescia University, where she is a member of the Finance Committee. In November 2010, Ms. Cornell retired as Executive Vice President and Chief Financial Officer of Gardner Denver, Inc., a leading global manufacturer of compressors, blowers, pumps, loading arms, and fuel systems for various industrial, medical, environmental, transportation, and process applications. During her 22-year tenure with Gardner Denver, Inc., Ms. Cornell served in various operating and financial roles, including Vice President and General Manager of the Fluid Transfer Division and Vice President of Strategic Planning. Until December 2016, Ms. Cornell served on the Board of Directors of Alamo Group, Inc. (agriculture and other equipment), where she was Chair of the Audit Committee and a member of the Compensation Committee. The Company’s Board of Directors concluded that Ms. Cornell should serve as a director based on her long tenure in operations and finance and her experience interfacing with investors, including as Chief Financial Officer of a major public company and most recently as President and Chief Executive Officer of Owensboro Grain Company, and her experience as a member of the board of both a public and private company.
		Jennifer W. Rumsey	Director since 2020 Age 49
		Ms. Rumsey has served as a director of the Company since August 2020. Ms. Rumsey is currently President and Chief Executive Officer of Cummins, Inc. (“Cummins”), which designs, manufactures, and sells a portfolio of innovative products, including components, engines, power generation, and digital solutions. Prior to Ms. Rumsey’s election to this role in August 2022, she served as President and Chief Operating Officer from March 2021 through July 2022 and as Vice President and President, Components Business Segment from October 2019 until March 2021. Prior to that, Ms. Rumsey served as Vice President, Chief Technical Officer of Cummins, from October 2015 until October 2019. Since November 2000, Ms. Rumsey has held various technical roles in research, technology, and product development and other positions of increasing responsibility at Cummins. Ms. Rumsey currently serves as a member of the Purdue College of Engineering Advisory Council (since October 2016). She previously served as a member of the United States Department of Energy Hydrogen and Fuel Cell Advisory Council (November 2019 until January 2021). Ms. Rumsey holds a Bachelor of Science degree from Purdue University and a Master of Science in Mechanical Engineering from Massachusetts Institute of Technology. She is Six Sigma certified. The Company’s Board of Directors concluded that Ms. Rumsey should serve as a director based on her deep operations and technological experience, particularly given her tenure as a senior executive of a Fortune 500 public industrial company.

Stuart A. Taylor, II

Director since 2008
Age 62

Mr. Taylor has served as a director of the Company since September 2008. Since 2001, Mr. Taylor has been the Chief Executive Officer of The Taylor Group LLC, a private equity firm focused on creating and acquiring businesses. He has previously held positions as Senior Managing Director at Bear, Stearns & Co. and Managing Director of CIBC World Markets and head of its Global Automotive Group and Capital Goods Group. He also served as Managing Director of the Automotive Industry Group at Bankers Trust following a ten-year position in corporate finance at Morgan Stanley & Co. Mr. Taylor has been a member of the Board of Directors of Ball Corporation (a diversified manufacturer) since 1999, where he currently serves as lead independent director (since April 2019) and Chair of the Nominating/Corporate Governance Committee. He has also been a member of the Board of Directors of Wabash National Corporation, a provider of engineered solutions for the transportation, logistics and distribution industries, since August 2019, and serves on the Audit and Compensation Committees. In addition, in October 2020, Mr. Taylor was appointed to the board of directors of Solenis LLC, a global producer of specialty chemicals for water-intensive industries, where he serves on the Compensation Committee. Mr. Taylor was previously a member of the Board of Directors of Essendant Inc. formerly known as United Stationers Inc., a wholesale distributor of business products, from 2011 until its sale to Staples Inc. in January 2019.

The Company’s Board of Directors concluded that Mr. Taylor should serve as a director based on his experience with several leading investment firms, his ongoing experience as a member of public company and other boards, and his broad merger and acquisition experience.

SEC Form DEF 14A filed by Hillenbrand Inc