HUBBELL INCORPORATED - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

HUBBELL INCORPORATED

(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.

Notice of 2024
Annual Meeting
of Shareholders

Your proxy is being solicited for the Annual Meeting of Shareholders (the “Annual Meeting”) of Hubbell Incorporated (“Hubbell” or the “Company”), or any adjournment, continuation, or postponement of the Annual Meeting, on behalf of Hubbell’s Board of Directors (the “Board”). Hubbell pays the cost of soliciting your proxy. On March 25, 2024, we mailed a Notice of the Internet Availability of Proxy Materials to all shareholders of record advising that they could view all of our proxy materials (Proxy Statement, proxy card and Annual Report on Form 10-K) online at www.proxyvote.com, or request a paper or email copy of the proxy materials, free of charge. We encourage you to access your proxy materials online to reduce the environmental impact and cost of our proxy solicitation. You may request a paper or email copy of the materials using any of the following methods:

	•	By Internet: Go to www.proxyvote.com
	•	By Phone: 1-800-579-1639
	•	By Email: sendmaterial@proxyvote.com

How To Vote Your vote is important. Please vote as soon as possible by one of the methods shown below. Make sure to have your proxy card, voting instruction form, or Notice of Internet Availability in hand and follow the instructions.
	BY TELEPHONE Vote your shares by calling 1-800-690-6903 toll-free.
	ONLINE Vote your shares online at proxyvote.com.
	BY MAIL If you requested a paper copy of the proxy materials, complete, sign, date and return your proxy card in the prepaid envelope.
	IN PERSON Shareholders who attend the Annual Meeting may vote in person. Beneficial owners of shares must obtain a legal proxy from their broker, bank, or record holder and present it to the inspectors of election to be able to vote at the meeting.
	BY SCANNING You can vote your shares online by scanning the QR code on your proxy card. You will need the 16-digit control number on your proxy card.

MEETING INFORMATION

Date and Time
Tuesday, May 7, 2024 at 9:00 a.m.

Location
Hubbell Incorporated
40 Waterview Drive, Shelton, CT 06484

Record Date
March 8, 2024

You may revoke your proxy at any time before the Annual Meeting by any of the following methods:

	•	Delivering to the Secretary of the Company written instructions revoking your proxy;
	•	Delivering an executed proxy bearing a later date than your prior voted proxy; or
	•	If you voted by Internet or telephone, by recording a different vote on the Internet website or by telephone.

If you hold your shares in street name, you must follow the instructions of your broker, bank, or other nominee to revoke your voting instructions.

Items of Business

PROPOSAL 1
Election of 9 directors.

PROPOSAL 2
Approve, by an advisory vote, the compensation of the named executive officers.

PROPOSAL 3
Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024.

In addition, any other business properly presented may be acted upon at the meeting.

Record Date

If you were a shareholder of record at the close of business on March 8, 2024, you are entitled to notice of and to vote at the Annual Meeting.

By order of the Board,

Katherine A. Lane

Senior Vice President, General Counsel and Secretary
March 25, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 2024.

This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended 2023 are available at www.proxyvote.com. Have your Notice of the Internet Availability of Proxy Materials or proxy card in hand when you go to the website.

Table of Contents

PROXY SUMMARY	3

PROPOSAL 1
ELECTION OF DIRECTORS	10
Director Qualifications and Experience	10
Commitment to Board Integrity, Diversity and Independence	10
Nomination and Election Process	11
Director Nominees	12

CORPORATE GOVERNANCE	18
Board Leadership Structure	19
Director Independence	20
Board Oversight of Risk	20
Board Committees	21
Board Practices and Procedures	23
Shareholder Outreach and Engagement	23
Proxy Access	24
Communications with Directors	24
Attendance	25
Additional Resources	25

OUR COMMITMENT TO SUSTAINABILITY	26

DIRECTOR COMPENSATION	28
Elements of Compensation	28
Director Compensation Table	30

PROPOSAL 2
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	31

COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)	32
CD&A Table of Contents	32
Our Named Executive Officers	32
Engagement With Shareholders	32
Results of 2023 Advisory Vote on Executive Compensation	33
2023 Business Performance Highlights	33
Compensation Summary	34
Our Compensation Program	36
How We Make Compensation Decisions	38
2023 Compensation Results	40
Other Compensation Policies and Benefit Programs	49

EXECUTIVE COMPENSATION	53
Summary Compensation Table (“SCT”)	53
Other Compensation Tables	55
CEO Pay Ratio	65
Pay Versus Performance	66

PROPOSAL 3
RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	69

Independent Accounting Firm Fees	70
Audit and Non-Audit Services Pre-Approval Policy	70
Audit Committee Report	71

ADDITIONAL INFORMATION	72
Solicitation Expenses	72
Stock Ownership Information	72
Compensation Committee Interlocks And Insider Participation	74
Review and Approval of Related Party Transactions	74
Shareholder Proposals and Nominations for Director	74
Eliminating Duplicative Proxy Materials (“Householding”)	75
Availability of Annual Report on Form 10-K	75

	WHAT’S NEW
	Appointed new Presidents to Hubbell’s HES and HUS segments.	5
	Completed three acquisitions in 2023.	5
	Held inclusion focused conference.	5
	Appointed a new Director - Debra L. Dial, July 1, 2023.	11

HUBBELL INCORPORATED I 2024 PROXY STATEMENT 2

Back to Contents

Proxy Summary

This Proxy Summary highlights selected information contained in this Proxy Statement. It does not contain all the information that you should consider to determine your vote. You should read the entire Proxy Statement carefully before voting.

Annual Shareholders Meeting

DATE: May 7, 2024

TIME: 9:00 a.m.

Notice of 2024 Annual Meeting of Shareholders

Proxy Summary

Annual Shareholders Meeting

Notice of 2024
Annual Meeting
of Shareholders

SEC Form DEF 14A filed by Hubbell Inc