tex-20240404

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 S

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))
S			Definitive Proxy Statement
£			Definitive Additional Materials
£			Soliciting Material under § 240.14a-12

TEREX 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 all boxes that apply):


S			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.

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Terex Corporation, 45 Glover Avenue, 4th Floor, Norwalk, Connecticut 06850

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 23, 2024

The Annual Meeting of Stockholders of Terex Corporation (“Terex” or the “Company”) will be held on Thursday, May 23, 2024, at 10:00 a.m., Eastern Standard Time (the “Annual Meeting”). We are pleased to announce that this year’s Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted live via the Internet. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/terex2024. At the Annual Meeting, the following items of business will be considered:

1.To elect eight (8) directors of the Company to hold office for one year or until their successors are duly elected and qualified.

2.To hold an advisory vote to approve the compensation of the Company’s named executive officers.

3.To ratify the selection of KPMG LLP as the independent registered public accounting firm for the Company for 2024.

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

The foregoing items of business are described more fully in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The Board of Directors of the Company has fixed the close of business on March 27, 2024 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting.

The United States Securities and Exchange Commission rules allow us to furnish proxy materials to our stockholders on the Internet. We are pleased to utilize these rules and believe that they enable us to provide our stockholders with the information that they need while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

On or about April 5, 2024, we will be mailing our Notice of Internet Availability of Proxy Materials to most of our stockholders, which contains instructions for our stockholders’ use of this process, including how to access our 2024 Proxy Statement and 2023 Annual Report and how to vote online. If you received only a Notice of Internet Availability of Proxy Materials this year, the Notice contains instructions on how you may receive a paper copy of the Proxy Statement and Annual Report.

EVERY STOCKHOLDER’S VOTE IS IMPORTANT. While all stockholders are invited to attend the Annual Meeting virtually via the Internet, we urge you to vote whether or not you will be present at the Annual Meeting. You may vote by telephone or via the Internet. If you received a paper copy of the proxy card by mail, you may complete, date and sign the proxy card and return it in the envelope provided. No postage is required if the proxy card is mailed in the United States. You may withdraw your proxy or change your vote at any time before your proxy is voted, either by voting at the Annual Meeting, by proxy, by telephone or via the Internet. Please vote promptly in order to avoid the additional expense of further solicitation.

BY ORDER OF THE BOARD OF DIRECTORS,

SCOTT POSNER

Secretary

April 5, 2024

Norwalk, Connecticut


TABLE OF CONTENTS


PROXY SUMMARY						1
General Information About the Annual Meeting and Voting						3
How to Vote						4
Annual Meeting Agenda and Voting Recommendations						4

DIRECTORS AND GOVERNANCE						5
Proposal 1: Election of Directors						5
Summary of Director Skills, Experience & Attributes						10
Summary of Director Diversity						10
Board Meetings and Corporate Governance						10
Director Independence						10
Board Leadership Structure						12
Risk Oversight						12
Corporate Governance Principles						12
Code of Ethics and Conduct						13
Board Committees						13
Board Committee Membership and Roster						13
Audit Committee Meetings and Responsibilities						14
Compensation and Human Capital Committee Meetings and Responsibilities						15
Compensation Risk Assessment						15
Compensation and Human Capital Committee Interlocks and Insider Participation						15
Governance, Nominating and Corporate Responsibility (GNCR) Committee Meetings and Responsibilities						15
Director Compensation						16
Certain Relationships and Related Transactions						18
Security Ownership of Certain Beneficial Owners and Management						18
Delinquent Section 16(a) Reports						18


COMPENSATION						20
Proposal 2: Advisory Vote to Approve the Compensation of the Named Executive Officers						20
Compensation Discussion and Analysis						21
Compensation and Human Capital Committee Report						34
Executive Officers						35
Executive Compensation Tables						36
Summary Compensation Table						36
Grants of Plan-Based Awards						37
Outstanding Equity Awards at Fiscal Year-End						38
Option Exercises and Stock Vested						42
Nonqualified Deferred Compensation						43
Potential Payments Upon Termination or Change in Control						44
Equity Compensation Plan Information						47
CEO Pay Ratio						47
Pay Versus Performance						47

AUDIT						52
Proposal 3 : Ratification of Independent Registered Public Accounting Firm						52
Audit Committee Report

SEC Form DEF 14A filed by Terex Corporation