SPX Technologies (SPXC) Proxy filing summary

Executive summary

• Achieved 14.2% revenue growth and 21.7% increase in income from continuing operations in 2025, marking a milestone 10th year post-spin-off with strong organic growth, innovation, and strategic acquisitions.

• Closed 2025 with a robust financial position, including a $575 million equity raise and new $2 billion credit facilities to support ongoing strategic initiatives.

• 2026 guidance projects another double-digit increase in adjusted earnings per share at the midpoint, reflecting confidence in continued operational excellence and value creation.

• Healthy backlogs in HVAC and Detection & Measurement segments, with strong demand in data center, healthcare, and institutional markets.

Voting matters and shareholder proposals

• Three proposals: (1) Election of three directors for terms expiring in 2027, (2) Advisory approval of named executive officers' compensation (Say-on-Pay), (3) Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals; majority of votes cast required for approval.

• Stockholders of record as of March 16, 2026, are eligible to vote; meeting held virtually on May 12, 2026.

Board of directors and corporate governance

• Board is transitioning from a classified structure to annual elections by 2027, following a phased declassification amendment.

• Majority of directors are independent; separation of Chairman and CEO roles.

• Board committees: Audit, Compensation, and Governance & Sustainability, all with independent members and defined charters.

• Director nominees and continuing directors bring diverse expertise in finance, operations, technology, sustainability, and governance.

• Stock ownership guidelines require directors to hold five times the annual retainer in company stock within five years.