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HUBBELL INCORPORATED
2024 Annual Report
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Annual Report
A Letter to Our Shareholders
At a Glance
About Hubbell
Board of Directors
Proxy Statement
Proxy Home Page
Notice of 2025 Annual Meeting of Shareholders
Table of Contents
Proxy Summary
Annual Shareholders Meeting
Voting Matters and Vote Recommendations
2024 Performance Highlights
Performance Summary
Our Director Nominees
Executive Compensation Highlights
Shareholder Engagement
Proposal 1: Election of Directors
Director Qualifications and Experience
Commitment to Board Integrity, Experience and Independence
Nomination and Election Process
Shareholder Nominations
Director Nominees
Corporate Governance
Board Leadership Structure
Director Independence
Board Oversight of Risk
Board Committees
Board Practices and Procedures
Shareholder Outreach and Engagement
Communications with Directors
Meetings and Attendance
Additional Resources
Sustainability at Hubbell
Director Compensation
Elements of Compensation
Director Compensation Table
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation
Compensation Discussion and Analysis ("CD&A")
Executive Summary
CEO Pay vs. Realized Pay vs. Company Performance
Our Compensation Program
How We Make Compensation Decisions
2024 Compensation Results
Other Compensation Policies
Employee Benefit Programs
Executive Compensation
Summary Compensation Table
Other Compensation Tables
CEO Pay Ratio
Pay Versus Performance
Proposal 3: Ratification of the Selection of Independent Registered Public Accounting Firm
Independent Accounting Firm Fees
Audit and Non-Audit Services Pre-Approval Policy
Audit Committee Report
Proposal 4: Approve the Amendment and Restatement to the Certificate of Incorporation to Adopt a Majority Voting Standard in Uncontested Elections of Directors
Proposal 5: Approve the Hubbell Incorporated Incentive Award Plan
Description of Proposed Restated Plan
Additional Information
Solicitation Expenses
Stock Ownership Information
Compensation Committee Interlocks and Insider Participation
Review and Approval of Related Person Transactions
Revocation of Proxy
Shareholder Proposals and Nominations for Director
Eliminating Duplicative Proxy Materials ("Householding")
Availability of Annual Report on Form 10-K
Appendix I - Amended and Restated Certificate of Incorporation
Appendix II - Hubbell Incorporated Incentive Award Plan
Form 10-K
Form 10-K Home Page
Table of Contents
Part I
1. Business
1A. Risk Factors
1B. Unresolved Staff Comments
1C. Cybersecurity
2. Properties
3. Legal Proceedings
4. Mine Safety Disclosures
Part II
5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6. Reserved
7. Management's Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures about Market Risk
8. Financial Statements and Supplementary Data
- Reports of Management
- Report of Independent Registered Public Accounting Firm
- Consolidated Statement of Income
- Consolidated Statement of Comprehensive Income
- Consolidated Balance Sheet
- Consolidated Statement of Cash Flows
- Consolidated Statement of Changes in Equity
- Notes to Consolidated Financial Statements
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Part III
10. Directors, Executive Officers and Corporate Governance
11. Executive Compensation
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13. Certain Relationships and Related Transactions and Director Independence
14. Principal Accountant Fees and Services
Part IV
15. Exhibits and Financial Statement Schedule
16. Form 10-K Summary
Signatures
Schedule II - Valuation and Qualifying Accounts and Reserves
Corporate Information
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