DEF 14A

DEF 14A 1 d221968ddef14a.htm DEF 14A 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. )

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 Pursuant to §240.14a-12


IDEX 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 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

3100 Sanders Road, Suite 301

Northbrook, IL 60062

March 23, 2022

Dear Stockholders,

You are cordially invited to attend the Annual Meeting of Stockholders of IDEX Corporation (the Company) in a virtual format only via the Internet, which will be held on Friday, May 6, 2022, at 9:00 a.m. Central Time. In order to attend the Annual Meeting, vote during the Annual Meeting and submit questions, stockholders must go to http://www.virtualshareholdermeeting.com/IEX2022 and enter the 16-digit control number found in their proxy materials.

The meeting will be held virtually due to the continuing public health impact of the COVID-19 pandemic and to support the health and well-being of IDEX management and stockholders. The following pages contain our notice of annual meeting and proxy statement. Please review this material for information concerning the business to be conducted at the 2022 Annual Meeting, including the nominees for election of directors named in this proxy statement.

We will provide access to our proxy materials and 2021 Annual Report on the Internet and are mailing paper copies only to those stockholders who have requested them. For further details, please refer to the section entitled Summary beginning on page 1 of the proxy statement.

Whether or not you plan to attend the 2022 Annual Meeting, it is important that your shares be represented. Please vote via telephone, the Internet or proxy card. If you own shares through a bank, broker or other nominee, please execute your vote by following the instructions provided by such nominee.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the Company.

Sincerely,

LOGO

WILLIAM M. COOK

Chairman of the Board

LOGO

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS


Date and Time		Friday, May 6, 2022, at 9:00 a.m. Central Time
Place		Go to http://www.virtualshareholdermeeting.com/IEX2022 and enter the 16-digit control number found in your proxy materials
Agenda		1. Election of the three Class III members of the IDEX Board of Directors named in this proxy statement, each for a term of three years, and election of the one Class II member of the IDEX Board of Directors named in this proxy statement, for the remaining term of two years.
		2. Advisory vote to approve named executive officer compensation
		3. Ratification of the appointment of Deloitte & Touche LLP as our independent registered accounting firm for 2022
		4. To transact such other business as may properly come before the 2022 Annual Meeting or any adjournment or postponement thereof
Voting Recommendations		The Company’s Board of Directors recommends that you vote:
		1. “FOR” all the director nominees
		2. “FOR” the approval of the compensation of our named executive officers
		3. “FOR” the ratification of the appointment of Deloitte & Touche LLP
Proxy Voting		Your vote is important. You can vote your shares by Internet, by telephone, or by mail. Instructions for each of these methods and the control number that you will need are provided on the proxy card. If your shares are held in “street name” in a stock brokerage account, or by a bank or other nominee, you must provide your broker with instructions on how to vote your shares in order for your shares to be voted on important matters presented at the 2022 Annual Meeting.
March 23, 2022		By Order of the Board of Directors, *LISA M. ANDERSON*
		Senior Vice President, General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting

The Proxy Statement and 2021 Annual Report are available online at:

http://phx.corporate-ir.net/phoenix.zhtml?c=83305&p=irol-reportsAnnual

TABLE OF CONTENTS


		Page


SUMMARY			1
PROPOSAL 1 — ELECTION OF DIRECTORS			5


2022 Director Nominees			8
Other Incumbent Directors			10
CORPORATE GOVERNANCE			15
Framework for Corporate Governance			15
Corporate Governance Guidelines and Code of Business Conduct and Ethics			15
Director Independence			15
Director Nominations			15
Board Refreshment and Retirement Policy			16
Board Leadership Structure			16
Board’s Role in Risk Oversight			17
Board and Committee Assessment Process			18
Board’s Engagement with Management			18
Board’s Role in Talent Development, Strategic Planning and DEI			18
Director Onboarding and Education			18
Investor Outreach			19
Corporate Social Responsibility			19
Communications with Our Board			19
BOARD COMMITTEES			19
Audit Committee			20
Compensation Committee			20
Nominating and Corporate Governance Committee			22
COMPENSATION OF DIRECTORS			23
Equity Grants			23
Directors Deferred Compensation Plan			24
Stock Ownership Guideline			24
2021 Director Compensation			25
Directors’ Outstanding Equity Awards at 2021 Fiscal Year End			26
SECURITY OWNERSHIP			27
EXECUTIVE COMPENSATION			29
Compensation Discussion and Analysis			29
2021 Executive Compensation Program			34
Setting Executive Compensation			38
Other Compensation Components			40
Other Executive Compensation Matters			41
Risk Assessment			43
Compensation Committee Report			43
2021 Summary Compensation Table			44
Narrative to 2021 Summary Compensation Table			45
2021 Grants of Plan-Based Awards			46
Narrative to 2021 Grants of Plan-Based Awards Table			47
Outstanding Equity Awards at 2021 Fiscal Year End			48
2021 Option Exercises and Stock Vested			50
Pension Benefits at 2021 Fiscal Year End			50
Nonqualified Deferred Compensation at 2021 Fiscal Year End			50
Narrative to Nonqualified Deferred Compensation at 2021 Fiscal Year End Table			51
Potential Payments upon Termination or Change in Control			52
CEO and Median Employee Pay Ratio			56
PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION			57
AUDIT COMMITTEE REPORT			58
PRINCIPAL ACCOUNTANT FEES AND SERVICES			59
Pre-Approval Policies and Procedures			59
PROPOSAL 3 — APPROVAL OF AUDITORS			60
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2023 ANNUAL MEETING OF STOCKHOLDERS			61
OTHER BUSINESS			61

SUMMARY

IDEX Corporation (the Company or IDEX) has prepared this proxy statement (Proxy Statement) in connection with the solicitation by the Company’s Board of Directors (the Board) of proxies for the Annual Meeting of Stockholders to be held virtually on Friday, May 6, 2022, at 9:00 a.m. Central Time (the Annual Meeting). In order to attend the Annual Meeting, vote during the Annual Meeting and submit questions, stockholders must go to http://www.virtualshareholdermeeting.com/IEX2022 and enter the 16-digit control number found in their proxy materials. The meeting webcast will begin promptly at 9:00 a.m., Central Time, on May 6, 2022. We encourage you to access the webcast prior to the scheduled start time of the Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting, please call the technical support number that will be posted on the virtual shareholder meeting log in page. The Company commenced distribution of, or otherwise made available, this Proxy Statement and the accompanying materials on March 23, 2022.

Who is entitled to vote at the Annual Meeting?

You are entitled to vote if you owned shares of IDEX’s common stock, par value $0.01 per share (Common Stock) as of the close of business on March 11, 2022, the record date of the Annual Meeting. On the record date, a total of 76,104,749 shares of Common Stock were outstanding. Each share of Common Stock entitles its holder of record to one vote on each matter upon which votes are taken at the Annual Meeting. There is no cumulative voting. No other securities are entitled to be voted at the Annual Meeting.

How do I vote?

Even if you plan to attend the Annual Meeting virtually, we encourage you to vote as soon as possible, using one of the methods listed below.

By Internet

By Telephone

By Mail

Virtually

www.proxyvote.com

Open until 11:59 p.m. Eastern Time the day before the meeting date.

Have your proxy card in hand when you access the website and follow the instructions.

1-800-690-6903

Open until 11:59 p.m. Eastern Time the day before the meeting date.

Have your proxy card in hand when you call and follow the instructions.

Mark, sign and date

your proxy card and

return it in the postage-paid envelope or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717

In order to vote during the Annual Meeting you must go to http://www.virtualshareholder
meeting.com/IEX2022 and enter the 16-digit control number found in your proxy materials. If you decide to attend the Annual Meeting, you will be able to vote using the link above, even if you

have previously voted

by Internet, telephone or mail.

If you vote by telephone or over the Internet, you should not mail your proxy card. If your completed proxy card or telephone or Internet voting instructions are received prior to the Annual Meeting, your shares will be voted in accordance with your voting instructions.

If your shares are held in “street name” (that is, they are held in the name of a broker, financial institution or other nominee), you will receive instructions with your materials that you must follow in order to have your shares voted.

Please review your voting instruction form to determine whether you will be able to vote by telephone or over the Internet.

Will I be able to ask questions at the Annual Meeting?

We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Our directors and members of our management team will join the virtual meeting and be available for questions, and we are committed to answering all relevant questions we receive during the meeting. Stockholders may submit questions during the meeting through the virtual meeting platform at http://www.virtualshareholdermeeting.com/IEX2022 and enter the 16-digit control number found in their proxy materials. We will address as many questions during the meeting as time permits, but if there are any questions that cannot be addressed due to time constraints or for any other reason, we will post answers to such questions on our website following the meeting. If we receive substantially similar questions, we may group them together and provide a single response to avoid repetition. Only questions that are relevant to the purpose of the Annual Meeting or our business will be answered.

What is a quorum for the Annual Meeting?

A quorum of stockholders is necessary to take action at the Annual Meeting. A majority of outstanding shares of Common Stock entitled to vote at the meeting present at the Annual Meeting or represented by proxy will constitute a quorum. The Company will appoint election inspectors to determine whether or not a quorum is present, and to tabulate votes cast by proxy or virtually at the Annual Meeting. Under certain circumstances, a broker or other nominee may have discretionary authority to vote shares of Common Stock if instructions have not been received from the beneficial owner or other person entitled to vote.

The election inspectors will treat abstentions and broker non-votes (which occur when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because such broker or other nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner) as present for purposes of determining the presence of a quorum for the transaction of business at the Annual Meeting.

What are the voting requirements?


Proposal	Vote Required	Effect of Broker Non-Votes	Effect of Abstentions

Election of Directors	A nominee for director will be elected if the votes cast for such nominee exceed the votes cast against such nominee	No effect	No effect

Advisory Vote on Executive Compensation	The affirmative vote of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter	No effect	“Against”

Ratification of Auditors	The affirmative vote of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter	Brokers have discretion to vote	“Against”

What happens if a nominee does not receive a majority vote in an uncontested election?

The Company’s Corporate Governance Guidelines provide for a majority vote with respect to the election of directors. Any nominee who receives a greater number of against votes than affirmative votes in an uncontested election is required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee of the Board within 90 days from the date of election.

The Nominating and Corporate Governance Committee must then consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to the offer of resignation.

How does the Board recommend that I vote?

The Board recommends that you vote:

1. FOR the election of each of the Company’s nominees named in this proxy as directors.

2. FOR the approval of the compensation of the Company’s named executive officers.

3. FOR the ratification of the appointment of auditors.

What happens if I do not specify a choice for a matter when returning my proxy card?

If you sign and return your proxy card but do not give voting instructions, your shares will be voted as recommended by the Board, and in the discretion of the proxy holders as to any other business which may properly come before the Annual Meeting.

What can I do if I change my mind after I vote my shares?

You can revoke a proxy prior to the completion of voting at the Annual Meeting by:

1.	Mailing a new proxy card with a later date.

2.	Casting a new vote on the Internet or by telephone.

3.	Sending a written notice of revocation addressed to Corporate Secretary, IDEX Corporation, 3100 Sanders Road, Suite 301, Northbrook, IL 60062.

4.	Voting virtually at the Annual Meeting at http://www.virtualshareholdermeeting.com/IEX2022 and enter the 16-digit control number found in your proxy materials.

If your shares are held in “street name,” please contact your broker, financial institution or other nominee and comply with such nominee’s procedures if you want to change or revoke your previous voting instructions.

Who will solicit the proxies and who will pay the cost of this proxy solicitation?

The Company will bear the costs of preparing and mailing this Proxy Statement and other costs of the proxy solicitation made by the Board. Certain of the Company’s officers and employees may solicit the submission of proxies authorizing the voting of shares in accordance with the Board’s recommendations, but no additional remuneration will be paid by the Company for the solicitation of those proxies. Any such solicitations may be made by personal interview, telephone, email or facsimile transmission.

The Company has made arrangements with brokerage firms and other record holders of its Common Stock to forward proxy solicitation materials to the beneficial owners of such Common Stock. The Company will reimburse those brokerage firms and others for their reasonable out-of-pocket expenses in connection with this work.

In addition, the Company has engaged Morrow Sodali LLC, 470 West Avenue, Stamford, Connecticut, to assist in proxy solicitation and collection at a cost of $7,000, plus out-of-pocket expenses.

Why did I receive a “Notice of Internet Availability of Proxy Materials” but no proxy materials?

As permitted under rules of the Securities and Exchange Commission (SEC), we are making our proxy materials available to stockholders electronically via the Internet. We believe electronic delivery expedites receipt of our proxy materials by stockholders, while lowering the costs and reducing the environmental impact of the Annual Meeting.

If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials by mail unless you specifically request it. Instead, the Notice of Internet Availability will provide instructions as to how you may review the proxy materials and submit your voting instructions over the Internet.

If you receive the Notice of Internet Availability by mail and would like to receive a printed copy of the proxy materials, you should follow the instructions in the notice for requesting a printed copy. In addition, the proxy card contains instructions for electing to receive proxy materials over the Internet or by mail in future years.

PROPOSALS TO BE VOTED ON AT THE 2022 ANNUAL MEETING

PROPOSAL 1 — ELECTION OF DIRECTORS

The Company’s Restated Certificate of Incorporation, as amended, provides for a three-class Board of Directors, with one class being elected each year for a term of three years. The Board currently consists of eleven members, four of whom are Class III directors whose terms will expire at this year’s Annual Meeting, three of whom are Class I directors whose terms will expire at the Annual Meeting to be held in 2023, and four of whom are Class II directors whose terms will expire at the Annual Meeting to be held in 2024.

Ernest J. Mrozek, a Class III director since 2010, is retiring from the Board immediately following this year’s Annual Meeting and will not stand for reelection at the Annual Meeting. The Company is grateful to Mr. Mrozek for his many contributions during his Board service.

In light of the retirement of Mr. Mrozek, the Board decided to rebalance director classes and move Eric D. Ashleman, who was serving as a Class I director, into Class III. Mr. Ashleman will stand for election this year as a Class III director. In addition, the Board appointed L. Paris Watts-Stanfield to the Board as a Class II director effective February 25, 2022. Ms. Watts-Stanfield will voluntarily stand for election this year for her remaining term as a Class II director.

The size of the Board will be reduced to ten members immediately following the Annual Meeting.

Overview of IDEX Board of Directors

Our directors have a proven record of success, exhibit high integrity, are loyal to the Company and committed to its success and have knowledge of corporate governance and practices. Ten out of our 11 directors are independent, the average tenure of our directors is 6.1 years, and the average age of our directors is 60.1 years old. The matrix below illustrates the diverse set of skills, knowledge, experiences, backgrounds and personal attributes represented on our Board.

CLASS I DIRECTORS

CLASS II DIRECTORS

CLASS III DIRECTORS

Experience, Skill or Attribute

Beck

Christenson

Helmkamp

Buthman

Cook

Gunter

Watts-

Stanfield

Ashleman

Mrozek

Parry

Satterthwaite

Leadership, Strategy and Operations:

Deep senior leadership experience with the following:

Decentralized/diversified business

Scale

International/global manufacturing

M&A

Customer-focused organic growth

Technology/innovation

Current or former CEO and/or President

Other public company board experience

Corporate social responsibility/sustainability experience

Financial:

High level of financial literacy

“Audit Committee Financial Expert”

Board Tenure:

Years

4.2

2.8

6.4

5.9

13.9

1.2

0.1

1.3

11.7

9.3

10.9

Demographic Information:

Gender

Male

Female

Age (Years Old)

Nationality

American

British

Race/Ethnicity

Hispanic or Latino

White

Asian

Black or African American

Native Hawaiian or Other Pacific Islander

American Indian or Alaska Native

Two or more races

Openly LGBTQ

Disability

Military Service

The Board has nominated three individuals for election as Class III directors to serve for a three-year term expiring at the Annual Meeting to be held in 2025, or upon the election and qualification of their successors. The Class III nominees of the Board are Livingston L. Satterthwaite, David C. Parry and Mr. Ashleman, each of whom is currently serving as a director of the Company.

The Board has also nominated L. Paris Watts-Stanfield for election to the remainder of her term as a Class II director, to serve for the remainder of a term expiring at the Annual Meeting to be held in 2024, or upon the election and qualification of her successor. Ms. Watts-Stanfield was first identified as a candidate for director by a third-party search firm and was appointed to the Board effective February 25, 2022.

The nominees and the other incumbent directors are listed below, with brief statements setting forth their present principal occupations and other information, including any directorships in other public companies, and their particular experiences, qualifications, attributes and skills that led to the conclusion they should serve as directors. If for any reason any of the nominees are unavailable to serve, proxies solicited hereby may be voted for a substitute. The Board, however, expects the nominees to be available.

Our Board of Directors recommends that you vote

FOR the election of each of the 2022 Class III director nominees and the Class II director nominee named in this proxy statement

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