Luxfer Holdings PLC DEFA14A, filed Apr 26, 2024
Luxfer Holdings PLC (LXFR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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Filed by a party other than the Registrant |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under § 240.14a-12 |
LUXFER HOLDINGS PLC
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11. |
Luxfer Holdings PLC (the ”Company”) + Online Go to www.envisionreports.com/LXFR or scan the QR code — login details are located in the shaded bar below. Votes submitted electronically must be received by 6:00 P.M. Eastern Daylight Time on June 5, 2024 (11:00 P.M. BST on June 5, 2024) or, if you are voting by mail, your printed proxy card must be received at the address stated on the card by June 5, 2024. Shareholder Meeting Notice Important Notice Regarding the Availability of Proxy Materials for the Luxfer Holdings PLC Annual General Meeting of Shareholders to be held on June 6, 2024 Pursuant to US Securities and Exchange Commission regulations, you are receiving this notice that the Proxy Materials for the Annual General Meeting of Shareholders are available online. Follow the instructions below to view the materials, vote online, or request a copy of the proxy materials. The items to be voted on and location of the Annual General Meeting are on the reverse side. Your vote is important! www.envisionreports.com/LXFR This communication presents only an overview of the more complete proxy materials that are available to you online. We encourage you to access and review all important information contained in the proxy materials before voting. The 2024 Proxy Statement on Form DEF14A, the Annual Report on Form 10-K for the year ended December 31, 2023, the 2023 UK Report and Accounts (including the Directors’ Remuneration Report), and the AGM Location Map are available to shareholders at: Easy Online Access — View your proxy materials and vote. Step 1: Go to www.envisionreports.com/LXFR. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares. When you go online, you can also help the environment by consenting to receive electronic delivery of future proxy materials. Obtaining a Copy of the Proxy Materials: If you want to receive a copy of the proxy materials, you must request one. There is no charge for requesting a copy. Please make your request as instructed on the reverse side on or before May 22, 2024 to facilitate timely delivery. 03ZJRC 2 N O T +
Shareholder Meeting Notice Luxfer Holdings PLC’s Annual General Meeting of Shareholders will be held on June 6, 2024 at 8:30 a.m. BST at the Luxfer MEL Technologies site, which is located at Lumns Lane, Manchester, M27 8LN, United Kingdom (with entrance on Rake Lane). Proposals to be voted on at the meeting are listed below. The Board of Directors unanimously recommends that you vote FOR Resolutions 1-9 and 11-15, and EVERY 1 YEAR for Resolution 10. ORDINARY RESOLUTIONS 1. To re-elect Andy Butcher as a Director of the Company. 2. To re-elect Patrick Mullen as a Director of the Company. 3. To re-elect Richard Hipple as a Director of the Company. 4. To re-elect Clive Snowdon as a Director of the Company. 5. To re-elect Sylvia A. Stein as a Director of the Company. 6. To re-elect Lisa Trimberger as a Director of the Company. 7. To approve the Directors’ Remuneration Policy. 8. To approve, by non-binding advisory vote, the Directors’ Remuneration Report for the year ended December 31, 2023. 9. To approve, by non-binding advisory vote, the compensation of the Company’s Named Executive Officers for the year ended December 31, 2023. 10. To approve, by non-binding advisory vote, the frequency of ”Say-on-Pay” votes. 11. To ratify the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company (the ”Independent Auditor”) until conclusion of the 2025 Annual General Meeting. 12. To authorize the Audit Committee of the Board of Directors to set the Independent Auditor’s remuneration. 13. To approve the Second Amended and Restated Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan. 14. To authorize the Board of Directors to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company, pursuant to section 551 of the UK Companies Act 2006 (the ”Companies Act”). SPECIAL RESOLUTION 15. Subject to Resolution 14 being duly passed as an ordinary resolution, to authorize the Board of Directors to issue equity securities for cash and/or sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act regarding preemptive rights does not apply to such issuance or sale, pursuant to sections 570 and 573 of the Companies Act. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares, you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. • Internet – Go to www.envisionreports.com/LXFR. Click Cast Your Vote or Request Materials. • Phone – Call us free of charge at 1-866-641-4276. • Email – Send an email to investorvote@computershare.com with ”Proxy Materials Luxfer Holdings PLC” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by May 22, 2024.