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DEF 14A 1 terexcorp-proxy.htm DEF 14A Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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TEREX 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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TEREX CORPORATION

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 6, 2021

The Annual Meeting of Stockholders of Terex Corporation (“Terex” or the “Company”) will be held on Thursday, May 6, 2021, at 10:00 a.m., Eastern 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/terex2021. 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 approve an amendment to the Terex Corporation 2018 Omnibus Incentive Plan.

4.To ratify the selection of KPMG LLP as the independent registered public accounting firm for the Company for 2021.

5.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 12, 2021 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 March 26, 2021, 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 2021 Proxy Statement and 2020 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

March 26, 2021

Norwalk, Connecticut

TEREX CORPORATION

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

TABLE OF CONTENTS


Notice of 2021 Annual Meeting of Stockholders

PROXY SUMMARY						1
General Information About the Annual Meeting and Voting						2
How to Vote						3
Annual Meeting Agenda and Voting Recommendations						3

DIRECTORS AND GOVERNANCE						4
Proposal 1: Election of Directors						4
Summary of Director Skills, Experience & Attributes						7
Summary of Director Diversity						8
Board Meetings and Corporate Governance						8
Director Independence						8
Board Leadership Structure						9
Risk Oversight						9
Corporate Governance Principles						10
Code of Ethics and Conduct						10
Board Committees						10
Board Committee Membership and Roster						11
Audit Committee Meetings and Responsibilities						11
Compensation Committee Meetings and Responsibilities						12
Compensation Risk Assessment						12
Compensation Committee Interlocks and Insider Participation						12
Governance and Nominating Committee Meetings and Responsibilities						12
Director Compensation						13
Certain Relationships and Related Transactions						15
Security Ownership of Certain Beneficial Owners and Management						15


COMPENSATION						17
Proposal 2: Advisory Vote to Approve the Compensation of the Named Executive Officers						17
Compensation Discussion and Analysis						18
Compensation Committee Report						29
Executive Officers						30
Executive Compensation Tables						31
Summary Compensation Table						31
Grants of Plan-Based Awards						32
Outstanding Equity Awards at Fiscal Year-End						33
Option Exercises and Stock Vested						36
Nonqualified Deferred Compensation						36
Potential Payments Upon Termination or Change in Control						37
Equity Compensation Plan Information						41
CEO Pay Ratio						41

APPROVAL OF AN AMENDMENT TO THE TEREX CORPORATION 2018 OMNIBUS INCENTIVE PLAN						42
Proposal 3: Approval of an Amendment to the Terex Corporation 2018 Omnibus Incentive Plan						42
AUDIT						47
Proposal 4 : Ratification of Independent Registered Public Accounting Firm						47
Audit Committee Report						49

OTHER IMPORTANT INFORMATION						50
APPENDIX A: TEREX CORPORATION AMENDED AND RESTATED 2 018 OMNIBUS INCENTIVE PLAN						A-1

PROXY SUMMARY

2021 ANNUAL MEETING OF STOCKHOLDERS


Date: Thursday, May 6, 2021 Time: 10:00 a.m. Eastern Time			Place: Live via the Internet at www.virtualshareholdermeeting.com/terex2021

This proxy summary is intended to provide important information related to the Annual Meeting (as defined below). As this is only a summary, Terex Corporation (“Terex” or the “Company”) encourages you to read the entire Proxy Statement for more information prior to voting.

OUR PROACTIVE COVID-19 RESPONSE

As with many other businesses, we faced unprecedented challenges in our operations from COVID-19. Terex continues to proactively address the implications from COVID-19, and our team members are working together to serve our customers while following strict preventive guidelines to ensure everyone’s safety. In March 2020, we quickly established a cross-functional Coronavirus Response Team that continues to meet on a regular basis to establish processes, share best practices and put appropriate protocols in place globally.

We are taking stringent precautions. From the earliest days of the outbreak, Terex implemented the advice and guidance of the Centers for Disease Control and Prevention and the World Health Organization as well as following local country directives and guidance. Where practical, many team members are working remotely. We implemented strict travel restrictions and limited onsite visitors. For those working on-site, we are following recommended preventive protocols including health and thermal checks, face coverings, distancing, reducing team member concentration, disinfecting surfaces, sending team members home if they feel ill, and following guidelines for quarantine and other steps to keep the work environment safe. The COVID-19 pandemic has also created stress that affects both individuals and families and we have provided emotional support services for our team members.

We are pleased with the level of cooperation from our team members, keeping themselves, their colleagues and our customers safe.

WE ARE COMMITTED TO DIVERSITY, EQUITY & INCLUSION

Terex is committed to increasing and retaining demographic diversity at all levels of our global workforce. We extend a warm welcome to team members of every race, gender, age, religion, identity or experience. We encourage, value and support non-majority team members in all of our facilities worldwide. We actively seek their engagement and partnership, as we understand that diversity of background, thought and experience leads to improved problem-solving and greater innovation.

We want all of our team members to have the opportunity to reach their full potential in support of Terex goals. Our culture is

defined by our Terex Way values — Integrity, Respect, Improvement, Servant Leadership, Courage and Citizenship. Our values of Respect and Improvement guide us to maintain an inclusive, supportive, equitable, and safe workplace, and to encourage and embrace diverse voices.

Diversity in and of itself is not sufficient. We strive to be fair and impartial in our decisions, ensuring Equity within our workplace. By doing so, we create a sense of Inclusion for all our team members. We are committed to Diversity, Equity & Inclusion so we can make Terex the kind of place where every team member feels valued, listened to, and appreciated.

In 2020, we committed to expand our primary Diversity, Equity & Inclusion focus areas to include race and ethnicity, to ensure that members of under-represented groups have a sense of belonging and can thrive within our organization.

WE HAVE AN ENGAGED, DIVERSE AND INDEPENDENT BOARD OF DIRECTORS

The Terex Board of Directors (the “Board”) is committed to ethical conduct and good corporate governance. Our Board oversees the strategic direction of our company, promotes the long-term interests of our shareholders, and drives management accountability.

Directors are selected to serve on our Board based on their integrity, diversity, experience, sound judgment in areas relevant to the Company’s businesses, and willingness to commit the time required to the Board.

We are proud of the diversity of our Board. Three of our eight directors are women, one is Caribbean-American, and one is Native American. Our directors are also diverse in their skills and experiences in industry, operations, financial, international or other attributes.



			2021 PROXY STATEMENT			1

PROXY SUMMARY