Belden (BDC) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2026, with voting on director elections, auditor ratification, executive compensation, and an amendment to the long-term incentive plan.

• The company highlights strong financial health, a solutions transformation strategy, and alignment with global megatrends.

• Key 2025 financials: $2.715B revenue (+10%), $7.54 adjusted EPS (+19%), $458.7M adjusted EBITDA (+12%), and $195.6M returned to shareholders via repurchases.

Voting matters and shareholder proposals

• Proposals include electing ten directors for one-year terms, ratifying Ernst & Young as auditor, an advisory vote on 2025 executive compensation, and approval of the amended 2021 Long Term Incentive Plan (increasing share authorization by 3.25M shares).

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of ten directors, nine of whom are independent; the chair is also independent.

• Directors bring diverse skills in technology, finance, governance, and digital transformation.

• Four standing committees: Audit, Compensation, Finance, and Nominating & Corporate Governance, all with independent members.

• Annual director elections with a majority vote standard and robust director refreshment.