Proxies enclosed, or in other acceptable forms, that are received in time for the Annual
Meeting will be voted. However, you may revoke your proxy at any time prior to its use by a revocation in writing to the Corporate Secretary at the Company’s principal executive offices at 3000 Taft Street, Hollywood, Florida 33021 or a later
dated proxy that is received in sufficient time by HEICO prior to the Annual Meeting and, if you attend the Annual Meeting, you may vote your shares in person.
If your proxy is received in time for the Annual Meeting, it will be voted in the manner
specified by you in the proxy. If you do not specify a choice, the proxy will be voted as indicated in the form of proxy.
We will bear the expense of soliciting proxies in the accompanying form. Solicitations will
be by mail and in some cases by telephone and/or email, and our directors, officers and regular employees may solicit proxies personally or by telephone, telegram or special letter. Our directors, officers and regular employees will receive no
compensation in connection with the solicitation of proxies. We will also employ D. F. King & Co., 48 Wall Street, New York, New York 10005, to assist in soliciting proxies for a fee of $7,150 plus related out-of-pocket expenses.
The presence, in person or by proxy, of a majority of the shares of all classes of HEICO’s
common stock entitled to vote shall constitute a quorum at the Annual Meeting. If a quorum is present, approval of Proposals 1, 2 and 3 require the affirmative vote of a majority of the shares of all classes of HEICO’s common stock represented at
the meeting in person or by proxy and entitled to vote on the subject matter.
A proxy submitted by a shareholder may indicate that all or a portion of the shares
represented by such proxy are not being voted by such shareholder with respect to a particular matter (“non-voted shares”). This could occur, for example, when a broker is not permitted to vote shares held in “street name” on certainmatters in
the absence of instructions from the beneficial owner of the shares. Under the New York Stock Exchange (“NYSE”) rules, a broker does not have the discretion to vote on Proposals 1 and 2. Non-voted shares with respect to a particular matter will
be counted for purposes of determining the presence of a quorum but with respect to Proposals 1 and 2 will have no effect on the outcome of such proposals. Under the NYSE rules, a broker has the discretion to vote on Proposal 3. Shares voted to
abstain as to a particular matter will be counted for purposes of determining the presence of a quorum and will count as a vote against such matter.
Under the terms of the HEICO Savings and Investment Plan (the “401(k) Plan”), all shares
allocated to the accounts of participating employees will be voted or not voted by the trustee of the 401(k) Plan as directed by written instructions from the participating employees,and allocated shares for which no instructions are received and
all unallocated shares will be voted by the trustee of the 401(k) Plan in the same proportion as the shares for which instructions are received. Voting instruction cards are being mailed to all participants in the 401(k) Plan. If a participant
also owns shares outside the 401(k) Plan, the participant must return both the proxy card and the voting instruction card as indicated on those cards in order to cause all of their shares to be voted in accordance with their instructions. To be
assured that the trustee will receive voting instruction cards on a timely basis, voting instruction cards for shares in the 401(k) Plan must be duly signed and received no later than March 11, 2024.The total number of shares in the 401(k) Plan
as of the Record Date represents approximately 2.5% of the voting power of all classes of common stock outstanding as of the Record Date and entitled to vote at the Annual Meeting.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Finance/Audit Committee advises the Board of Directors regarding potential transactions
between the Company and any of its directors or officers, and reviews them under a standard that the terms of any such transaction should be no less favorable to the Company than would be obtained from an unrelated party. The Finance/Audit
Committee and the Board of Directors have not adopted specific procedures for such reviews and consider each transaction in light of the specific facts and circumstances presented.
Eric A. Mendelson’s son, David Mendelson, is employed by the Company and received total
compensation of approximately $374,000 during fiscal 2023. During fiscal 2023, David Mendelson served as the Company's Director of Strategic Development. Eric A. Mendelson is a director and executive officer of the Company.
During fiscal 2023, Mirandy Products, LLC (“Mirandy”), an industrial company of which Victor
H. Mendelson’s daughter, Lindsey Mendelson, is the President and part-owner, made purchases from one of the Company’s subsidiaries totaling $1,421,953. Mirandy’s purchase prices and terms were comparable to those of similarly situated customers.
Victor H. Mendelson is a director and executive officer of HEICO.
