Independent
Tenure on this board
9.1 yrs
Also a director at
Watts Water Technologies Inc (WTS)
3 nominees · 3 ballot items.
Shareholders will elect three directors, approve an advisory resolution on named executive officer compensation, and ratify Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2027.
Elect Robert J. Pagano, Jr., Neil A. Schrimsher, and Pamela J. Tomczik to three-year director terms expiring in 2029.
Approve, on a nonbinding advisory basis, the compensation paid to Applied’s named executive officers as disclosed in the proxy statement, including the compensation discussion and analysis, tables, and related narrative disclosure.
Proposal 2 asks shareholders to approve, on a nonbinding advisory basis, the compensation paid to Applied Industrial Technologies’ named executive officers as disclosed under Item 402 of Regulation S-K. The resolution covers the Compensation Discussion and Analysis, compensation tables, and related narrative disclosure rather than any single compensation element. Management seeks approval as an annual shareholder assessment of the company’s executive compensation objectives, policies, and practices. The program combines base salary, annual cash incentives, and equity-based long-term incentives consisting of performance shares, stock appreciation rights, and restricted stock units. Applied emphasizes that a majority of targeted NEO compensation is incentive-based and that long-term incentives are tied to operating performance, stock-price appreciation, and retention. The company targets compensation generally around peer-company market medians while allowing realized pay to vary with financial performance and stock-price results. The proxy highlights fiscal 2026 performance, including record sales, net income above the incentive goal, and long-term performance-share outcomes that varied by award tranche. Management also points to governance safeguards such as independent compensation oversight, an independent consultant, stock ownership and retention guidelines, anti-hedging and anti-pledging rules, clawbacks, limits on awards, and annual compensation-risk reviews. Shareholders approved the prior year’s say-on-pay proposal with 98% of shares cast in favor, and the Committee states that it considered that support in maintaining the program. The Board recommends a FOR vote because it believes the program aligns executive interests with long-term shareholder value and appropriately rewards performance while supporting recruitment and retention.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Applied’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.75% | 2,111,426 | $714M |
| 2 | BlackRock, Inc. | 5.48% | 2,012,901 | $681M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.54% | 1,666,903 | $564M |
| 4 | AQR CAPITAL MANAGEMENT LLC | 3.65% | 1,339,185 | $450M |
| 5 | BlackRock, Inc. | 3.43% | 1,257,393 | $425M |
| 6 | STATE STREET CORP | 3.34% | 1,225,877 | $414M |
| 7 | FIRST TRUST ADVISORS LP | 2.74% | 1,007,223 | $341M |
| 8 | FULLER THALER ASSET MANAGEMENT, INC. | 2.44% | 893,709 | $302M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.16% | 792,886 | $268M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.82% | 669,459 | $226M |
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