DEF 14A

DEF 14A 1 d177626ddef14a.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

PARKER-HANNIFIN CORPORATION

(Name of Registrant as Specified In Its Charter)

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

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LOGO

PARKER-HANNIFIN CORPORATION

Notice of Annual Meeting of Shareholders



DATE	TIME	VIRTUAL ADDRESS

Wednesday October 27, 2021	9:00 AM, EDT	virtualshareholdermeeting.com/PH2021

To Our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of Parker-Hannifin Corporation. The meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/PH2021, on Wednesday, October 27, 2021 at 9:00 a.m., Eastern Daylight Time, for the following purposes:

✔	To elect the twelve individuals named in the Proxy Statement as Directors for a term expiring at the Annual Meeting of Shareholders in 2022;

✔	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022;

✔	To approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers; and

✔	To transact such other business as may properly come before the meeting.

Vote Via Internet

Vote By Phone

Vote By Mail

Vote at the Meeting

www.proxyvote.com

800-690-6903

Vote Processing

c/o Broadridge

51 Mercedes Way,

Edgewood, NY 11717

www.virtualshareholdermeeting.com/ PH2021

Because of the ongoing impacts and uncertainty regarding the coronavirus pandemic, or COVID-19, we have decided that this year’s Annual Meeting will be virtual only. Similar to last year, the meeting will be conducted via live webcast, and you will be able to submit questions and vote your shares electronically. Please refer to the section “How to Attend the Annual Meeting of Shareholders” for more information.

Shareholders of record at the close of business on September 3, 2021 are entitled to vote at the meeting. Your vote is important, so if you do not expect to attend the meeting, or if you do plan to attend but wish to vote by proxy, please mark, date, sign and return the enclosed proxy card promptly in the envelope provided or vote electronically via the internet or by telephone in accordance with the instructions on the proxy card.

Thank you for your support of Parker-Hannifin Corporation.

By Order of the Board of Directors

LOGO

Joseph R. Leonti


September 24, 2021		Secretary

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

to be held on October 27, 2021.

This Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, is available free of charge on our investor relations website (www.phstock.com).

Table of Contents



Proxy Statement			1
Governance Documents			1
Proxy Statement Summary			1
Item 1 – Election of Directors			7
Nominees for Election As Directors for Terms Expiring in 2022			7

Annual Elections; Majority Voting; No Cumulative Voting			13

Corporate Governance / Board of Directors			15
Meetings and Attendance; Executive Sessions			15

Number; Current Term; Relationships			15

Director Independence			15

Current Leadership Structure			16

Director Selection and Nomination, Qualifications and Diversity			16

Risk Management			17

Committees of Our Board of Directors			18
Board Committees; Committee Charters			18

The Human Resources and Compensation Committee			19

The Corporate Governance and Nominating Committee			21

The Audit Committee			21

Other Governance Matters			22
Review and Approval of Transactions with Related Persons			22

Delinquent Section 16(a) Reports			22

Proxy Access			22

“Claw Back” Policy			23

Stock Ownership Guidelines			23

Stock Ownership Restrictions - Speculative Transactions / Hedging			23

Compensation Discussion and Analysis			24
Executive Summary—Fiscal Year 2021			24

Objectives and Philosophies of the Executive Compensation Program			24

Categories and Elements of Executive Compensation			24

“Pay-for-Performance”—Structure, Key Financial Metrics and Impact on Compensation			25

Administration, Oversight and Determination of Executive Compensation			28

The Human Resources and Compensation Committee			28

Board of Directors			29

Executive Officers			29

Compensation Consultants and Benchmarking			29

General Policies and Practices Relating to Executive Compensation			32

Allocation of Executive Compensation			32

Accounting and Tax Considerations			33


Committee Discretion			33

Elements of Executive Compensation			33

Base Salaries			34

Annual Cash Incentive Compensation			35

Long-Term Incentive Compensation			40

Employee Benefits			43

Executive Perquisites			49

Consideration of 2020 Say-on-Pay Voting Results			50

Compensation Committee Report			51
Compensation Tables			52
Summary Compensation Table for Fiscal Year 2021			52

Grants of Plan-Based Awards for Fiscal Year 2021			54

Outstanding Equity Awards at June 30, 2021			56

Option Exercises and Stock Vested for Fiscal Year 2021			58

Pension Benefits for Fiscal Year 2021			59

Nonqualified Deferred Compensation for Fiscal Year 2021			60

Potential Payments Upon Termination or Change of Control at June 30, 2021			61

Chief Executive Officer Pay Ratio			72

Director Compensation for Fiscal Year 2021			73

Report of the Audit Committee			75
Item 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm			76
Item 3 - Proposal to Approve the Compensation of ou

SEC Form DEF 14A filed by Parker-Hannifin Corporation