UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant x 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. | |
| x | Definitive Additional Materials. | |
| ¨ | Soliciting Material Pursuant to §240.14a-12. | |
Colfax 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 the appropriate box):
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
| |||
| (2) | Aggregate number of securities to which transaction applies:
| |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
| (4) | Proposed maximum aggregate value of transaction:
| |||
| (5) | Total fee paid:
| |||
| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount Previously Paid:
| |||
| (2) | Form, Schedule or Registration Statement No.:
| |||
| (3) | Filing Party:
| |||
| (4) | Date Filed:
| |||
Colfax Corporation
April 28, 2014
Important Additional Information Concerning the 2014 Annual Meeting of Stockholders of Colfax Corporation to be Held on May 14, 2014
We are writing to provide you with updated information concerning our employment arrangements with our CEO. This supplement should be read in conjunction with the Company’s proxy statement dated April 3, 2014. Except as specifically revised by the information contained herein, this supplement does not revise or update any of the other information set forth in the proxy statement.
On April 28, 2014, Colfax Corporation (the “Company”) and its President and Chief Executive Officer, Steven E. Simms, entered into an amendment to the existing employment agreement between the Company and Mr. Simms dated April 22, 2012.
In light of the importance of Mr. Simms’ leadership in the continuing transformation of the Company and the nature of his role in integrating the Company’s most significant acquisitions, the amendment to Mr. Simms’ employment agreement extends the term of the agreement by two years from its original expiration date of April 21, 2015, to April 21, 2017. In connection with the extension of the term and in recognition of Mr. Simms’ importance to the Company, on April 28, 2014, the Company granted Mr. Simms a long-term incentive award for the two-year extension period, consisting of 201,146 stock options and 85,487 performance-based restricted stock units. The stock options and the performance-based restricted stock units will cliff vest in full at the end of the two-year employment extension period, on April 21, 2017, subject to Mr. Simms’ continued employment and, in the case of the performance-based restricted stock units, to the Company achieving a cumulative adjusted earnings per share target during the two-year extension period. Specifically, the Company’s cumulative adjusted earnings per share must equal or exceed $3.10 during any four consecutive fiscal quarters beginning with the second quarter of fiscal year 2015 and ending with the first quarter of fiscal year 2017. The stock options expire seven years from the grant date. The equity awards were granted pursuant to the Colfax Corporation 2008 Omnibus Incentive Plan and, except as otherwise provided for in Mr. Simms’ employment agreement, as amended, are subject to the standard form of award agreements currently used thereunder in connection with grants to Company executives.
Your vote is important. We encourage you to vote your shares if you have not already done so. The Board of Directors recommends that stockholders vote “FOR” the election of each of the nominees for director, “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014, and “FOR” the advisory resolution to approve our executive compensation.