8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 22, 2023

Belden Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

_____________________

Delaware	001-12561	36-3601505
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 North Brentwood Boulevard, 15th Floor

St. Louis, Missouri 63105

(Address of Principal Executive Offices, including Zip Code)

(314) 854-8000

(Registrant’s telephone number, including area code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	BDC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Director of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of Belden Inc. (the “Company”) has named Ashish Chand, formerly the Company’s Executive Vice President, Industrial Automation, as President and Chief Executive Officer and as a member of the Board, effective immediately. Dr. Chand succeeds Roel Vestjens, who resigned as President and Chief Executive Officer and a member of the Board, effective as of February 22, 2023.

Dr. Chand was appointed Executive Vice President, Industrial Automation in July 2019. Prior to that, he served as Managing Director, APAC from August 2017 to June 2019. Dr. Chand joined the Company in 2002 and has assumed positions of increasing responsibility in sales and marketing, operations, business development and general management since that time. Prior to joining the Company, Dr. Chand had experience in the oil and gas and non-ferrous metals segments.

In connection with Dr. Chand’s election as President and Chief Executive Officer, his annual base salary was set at $900,000, his target annual cash incentive was set at 120% of base salary and his target long term incentive was set at 400% of base salary. He will continue to receive the $250,000 housing allowance that was previously in place.

Item 8.01. Other Events

A copy of the press release announcing the matters referenced in Item 5.02 is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information furnished herewith pursuant to Item 8.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

d) Exhibits
Exhibit Number	Description
99.1	Press Release dated February 23, 2023
104	Cover page (formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BELDEN INC.
Date: February 23, 2023	By:	/s/ Brian E. Anderson
		Brian E. Anderson
		Senior Vice President-Legal, General
		Counsel and Corporate Secretary

Document

Exhibit 99.1

1 North Brentwood Boulevard	Phone: 314.854.8000
15th Floor	Fax: 314.854.8003
St. Louis, Missouri 63105
	www.Belden.com

News Release

Belden Announces Appointment of Ashish Chand as President and CEO

Appointment Follows Resignation of Roel Vestjens

St. Louis, Missouri – February 23, 2023 - Belden Inc. (NYSE: BDC) (the “Company”), a leading global supplier of network infrastructure solutions, today announced that Ashish Chand, EVP of Industrial Automation Solutions and Managing Director of APAC, has been appointed President and Chief Executive Officer. In connection with his appointment, Dr. Chand has been appointed to Belden's Board of Directors. The appointments are effective immediately.

Dr. Chand succeeds Roel Vestjens, who has resigned from his position as President and Chief Executive Officer and as a member of Belden's Board of Directors for personal reasons. Mr. Vestjens' resignation is unrelated to Belden's strategy, operations, financial reporting, or any other matter related to the performance of the Company.

“With its deep bench of talent and compelling strategy, Belden is well positioned to continue to deliver strong results in our growing end markets,” said David Aldrich, Belden’s Board Chair. “For over two decades, Ashish has played integral roles in creating and building the Industrial Automation Solutions business as well as developing our broader solutions-driven strategy. With his unrelenting focus on market innovation, operational excellence and customer satisfaction the Board is confident that Ashish is the right choice to further build on Belden’s success.”

"I am excited to lead Belden as our solutions-driven portfolio aligns with key secular trends that position us to generate sustainable earnings growth," said Dr. Chand. "Following our portfolio transformation, Belden is more resilient and better positioned to serve our customers across the globe while generating long-term shareholder value. After our record performance in 2022, we remain confident in our ability to deliver $8.00 or more of adjusted EPS by 2025," said Dr. Chand.

Belden reaffirms its previously issued guidance, including first-quarter 2023 GAAP EPS between $1.29 and $1.39 and Adjusted EPS between $1.50 and $1.60 and full-year 2023 GAAP EPS between $5.73 and $6.13 and Adjusted EPS between $6.60 and $7.00.

About Ashish Chand

Dr. Chand joined Belden in 2002, and most recently served as the Company's Executive Vice President of Industrial Automation Solutions since July 2019, and Managing Director of Belden Asia Pacific from August 2017. Over the course of his tenure with Belden, he has held roles across several functions, including sales and marketing and operations in both Asia and North America. Dr. Chand has played a pivotal role in developing and executing Belden's long-term growth agenda, solutions and product strategy, and go-to-market efforts. He made key contributions towards establishing and growing Belden throughout the Asia Pacific region, including setting up manufacturing in China and India. Dr. Chand holds a BA in Economics from Loyola College, Chennai, India, an MBA from XLRI Jamshedpur, India, and a Doctorate of Business Administration from the City University of Hong Kong.

Earnings per Share (EPS)

All references to EPS within this release refer to income from continuing operations per diluted share attributable to Belden stockholders.

BELDEN INC.

RECONCILIATION OF NON-GAAP MEASURES

2023 Guidance

	Year Ended	Three Months Ended
	December 31, 2023	April 2, 2023
	(In thousands)
GAAP income from continuing operations per diluted share attributable to Belden common stockholders	$5.73 - $6.13	$1.29 - $1.39
Amortization of intangible assets	0.69	0.18
Severance, restructuring, and acquisition integration costs	0.16	0.02
Adjustments related to acquisitions and divestitures	0.02	0.01
Adjusted income from continuing operations per diluted share attributable to Belden common stockholders	$6.60 - $7.00	$1.50 - $1.60

Our guidance is based upon information currently available regarding events and conditions that will impact our future operating results. In particular, our results are subject to the factors listed under "Forward-Looking Statements" in this release. In addition, our actual results are likely to be impacted by other additional events for which information is not available, such as asset impairments, adjustments related to acquisitions and divestitures, severance, restructuring, and acquisition integration costs, gains (losses) recognized on the disposal of assets, gains (losses) on debt extinguishment, discontinued operations, and other gains (losses) related to events or conditions that are not yet known. Such information is not available for our 2025 fiscal year, and therefore we are unable to estimate 2025 GAAP income from continuing operations per diluted share attributable to Belden common stockholders.

Forward-Looking Statements

This release contains, and any statements made by us concerning the subject matter of this release contain, forward-looking statements, including our expectations for the first quarter and full year 2023 and adjusted EPS for 2025. Forward-looking statements also include any statements regarding future financial performance (including revenues, growth, expenses, earnings, margins, cash flows, dividends, capital expenditures and financial condition), plans and objectives, and related assumptions. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “forecast,” “guide,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” and similar expressions. Forward-looking statements reflect management’s current beliefs and expectations and are not guarantees of future performance. Actual results may differ materially from those suggested by any forward-looking statements for a number of reasons, including, without limitation: the impact of disruptions in the global supply chain, including the inability to obtain raw materials and components in sufficient quantities on commercially reasonable terms; the lack of certainty as to the duration and magnitude of the impact of COVID-19 and the economic recovery from that impact; foreign and domestic political, economic and other uncertainties, including changes in currency exchange rates; the impact of a challenging global economy or a downturn in served markets; the inability to successfully complete and integrate acquisitions in furtherance of the Company’s strategic plan; difficulty in forecasting revenue due to the unpredictable timing of orders related to customer projects as well as the impacts of channel inventory; inflation and changes in the price and availability of raw materials leading to higher input and labor costs; the inability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control, and productivity improvement programs); the inability to retain key employees; the increased influence of chief

information officers on purchasing decisions; disruptions in the Company’s information systems including due to cyber-attacks leading to exposures of personally identifiable information; changes in tax laws and variability in the Company’s quarterly and annual effective tax rates; the competitiveness of the global markets in which we operate; the presence of substitute products in the marketplace; the increased prevalence of cloud computing; the inability of the Company to develop and introduce new products and competitive responses to our products; the inability to achieve our strategic priorities in emerging markets; the impact of changes in global tariffs and trade agreements; volatility in credit and foreign exchange markets; the presence of activists proposing certain actions by the Company; perceived or actual product failures; risks related to the use of open source software; disruption of, or changes in, the Company’s key distribution channels; assertions that the Company violates the intellectual property of others and the ownership of intellectual property by competitors and others that prevents the use of that intellectual property by the Company; the impact of regulatory requirements and other legal compliance issues; the impairment of goodwill and other intangible assets and the resulting impact on financial performance; disruptions and increased costs attendant to collective bargaining groups and other labor matters; and other factors.

For a more complete discussion of risk factors, please see our Annual Report on Form 10-K for the period ended December 31, 2021, filed with the SEC on February 15, 2022. Although the content of this release represents our best judgment as of the date of this report based on information currently available and reasonable assumptions, we give no assurances that the expectations will prove to be accurate. Deviations from the expectations may be material. For these reasons, Belden cautions readers to not place undue reliance on these forward-looking statements, which speak only as of the date made. Belden disclaims any duty to update any forward-looking statements as a result of new information, future developments, or otherwise, except as required by law.

About Belden

Belden Inc. delivers the infrastructure that makes the digital journey simpler, smarter and secure. We’re moving beyond connectivity, from what we make to what we make possible through a performance-driven portfolio, forward-thinking expertise and purpose-built solutions. With a legacy of quality and reliability spanning 120-plus years, we have a strong foundation to continue building the future. We are headquartered in St. Louis and have manufacturing capabilities in North America, Europe, Asia, and Africa. For more information, visit us at www.belden.com; follow us on Facebook, LinkedIn and Twitter.

Contact:

Belden Investor Relations

Aaron Reddington, CFA

(317) 219-9359

Investor.Relations@Belden.com

3