Independent
Tenure on this board
19.3 yrs
Also a director at
Indie Semiconductor Inc (INDI)Mobix Labs Inc (MOBX)
10 nominees · 4 ballot items.
Election of ten directors; Ratification of Ernst & Young as independent auditors; Advisory (non-binding) vote to approve executive compensation (Say-on-Pay); Approval of amendment and restatement increasing share pool of the 2021 Long Term Incentive Plan; and transaction of any other business.
Re-election of ten directors nominated by the Board, each for one-year terms.
Ratify the Board’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Approve amendment and restatement of the 2021 Long Term Incentive Plan to increase the maximum shares authorized by 3,250,000 to a total of 6,500,000 shares and related plan provisions.
Proposal 4 requests shareholder approval of the Amended and Restated Belden Inc. 2021 Long Term Incentive Plan, increasing the share reserve by 3,250,000 shares to 6,500,000 total. Management seeks approval to ensure the company has sufficient equity authorization to continue granting market-competitive equity awards for attraction, retention, and performance alignment of employees, executives, and non-employee directors. The amendment preserves key governance safeguards: prohibits option repricing, reloads, discounted option grants, liberal share counting, and dividends on unvested performance shares; establishes 1.73:1 counting for full-value awards, imposes minimum vesting, and limits the plan term to ten years. Management and the Compensation Committee argue that without the increase the company would need to curtail awards, potentially impairing recruiting and retention and misaligning employee incentives. The Board unanimously recommends a FOR vote, citing competitiveness, alignment with shareholder interests, and anticipated 3–5 year sufficiency of the requested authorization based on historical burn rates and overhang analyses. The plan includes typical change-in-control, recoupment, and 409A/162(m) tax-related provisions and gives the Compensation Committee broad administrative authority subject to board and shareholder approval for material amendments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 8.9% | 3,462,058 | $398M |
| 2 | BlackRock, Inc. | 8.0% | 3,103,634 | $356M |
| 3 | FMR LLC | 7.9% | 3,062,660 | $352M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.9% | 2,702,329 | $310M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 1,742,363 | $200M |
| 6 | STATE STREET CORP | 3.8% | 1,481,692 | $170M |
| 7 | BlackRock, Inc. | 3.2% | 1,260,960 | $145M |
| 8 | FULLER THALER ASSET MANAGEMENT, INC. | 2.7% | 1,050,327 | $121M |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 2.7% | 1,042,578 | $120M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.4% | 931,265 | $107M |
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