UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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  ACTUANT CORPORATION
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ACTUANT CORPORATION
N86W12500 Westbrook Crossing
Menomonee Falls, Wisconsin 53051
(262) 293-1500
 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
To the Shareholders of ACTUANT CORPORATION:
 
Notice is hereby given that the Annual Meeting of Shareholders of Actuant Corporation, a Wisconsin corporation, will be held on January 19, 201622, 2019 at 8:00 a.ma.m. Eastern Time at the Inn on Fifth, 699 Fifth Avenue,The Breakers, One South Naples,Country Road, Palm Beach, Florida, for the following purposes (all as set forth in the accompanying Proxy Statement):
1.To elect a board of eight directors;
2.To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor;
3.To hold an advisory (non-binding) vote to approve the compensation of our named executive officers;
3.To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor; and
4.To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
 
The Board of Directors recommends a vote FOR Proposals 1, 2 and 3. The Board of Directors or proxy holders will use their discretion on other matters that may arise at the 20162019 Annual Meeting.
 
The Board of Directors has fixed the close of business on November 13, 201519, 2018 as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment thereof.
 
Whether or not you expect to attend the Annual Meeting, please mark, sign, date and return the enclosed proxy promptly in the accompanying envelope, which requires no postage if mailed in the United States, or vote via the internet or phone (instructions on page 2). It is important that your shares be represented at the Annual Meeting, whether your holdings are large or small. If for any reason you should desire to revoke your proxy, you may do so at any time before it is voted.
 
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on January 19, 2016.22, 2019. The proxy statement is available on Actuant Corporation’s website at www.actuant.com. You may obtain directions to the Annual Meeting by written or telephonic request directed to our Executive Vice President, General Counsel and Chief Financial Officer,Secretary, Actuant Corporation, N86W12500 Westbrook Crossing, Menomonee Falls, Wisconsin 53051 or by telephone at (262) 293-1500.
 
By Order of the Board of Directors,
 
ROBERT C. ARZBAECHERA. PETERSON
ChairmanChair of the Board
 
Menomonee Falls, Wisconsin
December 4, 20153, 2018




TABLE OF CONTENTS
 Page
General Information
1
The Proposals 
Proposal 1: Election of Directors
3
Proposal 2: Advisory Vote to Approve CompensationRatification of our Named Executive OfficersSelection of Independent Auditors
5
Proposal 3: RatificationAdvisory Vote to Approve Compensation of Selection of Independent AuditorsOur Named Executive Officers
6
Certain Beneficial Owners
7
Corporate Governance Matters 
Board Committees, Charters, Functions and Meetings
9
Independence of Directors; Financial ExpertExpertise of Audit Committee
10
Compensation Risk Assessment
10
Use of Compensation Consultants and Other Advisors
10
Codes of Conduct and Ethics
1110
Director Selection Procedures
11
Certain Relationships and Related Person Transactions
12
Report of the Audit Committee
13
Executive Compensation (Compensation Discussion and Analysis) 
Executive Summary
14
Compensation and Link to Performance
15
Shareholder Input on Executive Compensation Program
15
Oversight of the Executive Compensation Program
1516
Assessing Competitive Compensation Practices
16
Target Level Compensation Determination
17
Components of Total DirectExecutive Compensation
17
Tax Deductibility of Executive Compensation
2223
Stock Ownership Requirements
2223
Anti-Hedging Policy
2223
Compensation Clawback Policy
23
Compensation Committee Report
2324
Summary Compensation Table
2425
Grants of Plan-Based Awards
2627
Outstanding Equity Awards at Fiscal Year-End
2728
Equity Awards Exercised and Vested in Fiscal 20152018
2829
Employee Deferred Compensation
2930
Equity Compensation Plan Information
2931
Change In Control Payments and Other Separation Agreements
3031
CEO Pay Ratio
33
Non-Employee Director Compensation
3234
Other Information
3335




ACTUANT CORPORATION
N86W12500 Westbrook Crossing
Menomonee Falls, Wisconsin 53051
(262) 293-1500
 
PROXY STATEMENT
 
 
 
This Proxy Statement and accompanying proxy are being first mailed to
shareholders on or about December 4, 2015.3, 2018.

General Information
 
This Proxy Statement and accompanying proxy are furnished to the shareholders of Actuant Corporation (the “Company”) in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Shareholders on January 19, 201622, 2019 (the “Meeting”), and at any adjournment thereof. Accompanying this Proxy Statement is a Notice of Annual Meeting of Shareholders and a form of proxy for such Meeting. The Company’s Annual Report on Form 10-K for the year ended August 31, 2015,2018, which constitutes the 20152018 Annual Report to Shareholders and accompanies this Proxy Statement, contains financial statements and certain other information concerning the Company.
 
Location and Date of Annual Meeting
 
The annual meeting will be held on January 19, 201622, 2019 at 8:00 a.ma.m. Eastern Time at the Inn on Fifth, 699 Fifth Avenue,The Breakers, One South Naples,Country Road, Palm Beach, Florida.
 
Record Date
 
The record date for shareholders entitled to notice of and to vote at the Meeting is the close of business on November 13, 201519, 2018 (the “Record Date”). As of the Record Date, we had 59,177,69761,063,816 shares of Class A common stock outstanding. Each share of Class A common stock outstanding on the record date is entitled to one vote on all matters submitted at the Meeting.
 
Quorum
 
A majority of the votes entitled to be cast, represented in person or by proxy, will constitute a quorum for action at the Meeting. Abstentions will be counted as shares present for purposes of determining the presence or absence of a quorum. Proxies relating to “street name” shares that are voted by brokers on some matters but not on other matters as to which authority to vote is withheld from the broker absent voting instructions from the beneficial owner (“broker non-votes”) will be treated as shares present for purposes of determining the presence or absence of a quorum. The voting requirements and the procedures described below are based upon provisions of the Wisconsin Business Corporation Law, the Company’s articles of incorporation and bylaws, and any other requirements applicable to the matters to be voted upon.

Required Vote
 
Directors are elected by a plurality of the votes cast by the holders of shares entitled to vote in the election at a meeting at which a quorum is present (Proposal 1). A “plurality” means that the individuals who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting. Shares for which authority is withheld to vote for director nominees and broker non-votes have no effect on the election of directors except to the extent that the failure to vote for a director nominee results in another nominee receiving a larger number of votes.
 
In order to approve on an advisory basis, the compensation of our named executive officers (Proposal 2) the votes cast FOR must exceed the votes cast AGAINST the proposal. Abstentions will have no effect on this proposal. This advisory vote is considered a non–routine proposal under the rules applicable to banks and brokers. As a result, if you hold your shares in “street name,” absent specific voting instructions, your bank, broker or other holder of record will not be permitted to exercise voting discretion, and your shares will not be considered present and entitled to vote, with respect to this advisory vote. Broker non-votes will have no effect on this proposal.
In order to approve the ratification of PricewaterhouseCoopers LLP as our independent auditor (Proposal 3)2), the votes cast FOR must exceed the votes cast AGAINST the proposal. Abstentions will have no effect on this proposal. Because this proposal is considered a routine proposal, brokers or other entities holding shares for an owner in “street name” are able to vote on this proposal, even if no voting instructions are provided by the beneficial owner. Broker non-votes will have no effect on this proposal.

1

In order to approve, on an advisory basis, the compensation of our named executive officers (Proposal 3), the votes cast FOR must exceed the votes cast AGAINST the proposal. Abstentions will have no effect on this proposal. This advisory vote is considered a non-routine proposal under the rules applicable to banks and brokers. As a result, if you hold your shares in “street name,” absent specific voting instructions, your bank, broker or other holder of record will not be permitted to exercise voting discretion, and your shares will not be considered present and entitled to vote with respect to Proposal 3. Broker non-votes will have no effect on this proposal.



Cost of Soliciting Proxies
 
The cost of soliciting proxies, including the expense of forwarding to beneficial owners of stock held in the name of another, will be borne by the Company. In addition, officers and employees of the Company may solicit the return of proxies from certain shareholders by telephone or meeting. Such officers and employees will receive no compensation therefore in addition to their regular compensation. compensation for such solicitation.

Shares held for the accounts of participants in the Actuant Corporation 401(k) Plan (the “401(k) Plan”) will be voted in accordance with the instructions of the participants or otherwise in accordance with the terms of such plan. Shares held for the accounts of the participants in the Actuant Corporation Deferred Compensation Plan (the “Employee Deferred Compensation Plan”) will be voted by the rabbi trust associated with the Employee Deferred Compensation Plan, as directed by the Company.
 
Voting Procedures
 
Via the Internet—Shareholders can vote their shares via the Internetinternet, as instructed on the proxy card. The Internetinternet procedures are designed to authenticate a shareholder’s identity to allow shareholders to vote their shares and confirm that their instructions have been properly recorded. Internet voting for shareholders of record is available 24 hours a day and will close at 11:59 p.m. (CST) on January 18, 2016.21, 2019. The Notice instructs you how to access and review all important information in the Proxy Statement and Annual Report. You will then be directed to select a link where you will be able to vote on the proposals presented.
 
By Telephone—Shareholders may vote via telephone using the toll-free number listed on the proxy card. Voting via the telephone will close at 11:59 p.m. (CST) on January 18, 2016.21, 2019.

By Mail—Shareholders who receive a paper proxy card may elect to vote by mail and should complete, sign and date their proxy card and mail it in the postage paid envelope provided. Proxy cards submitted by mail must be received by the time of the Annual Meeting in order for your shares to be voted.
 
At the Annual Meeting—Shares held in your name as the shareholder of record may be voted by you in person at the Annual Meeting. Shares held beneficially in “street name” may be voted by you in person at the Annual Meeting only if you obtain a legal proxy from the broker or other agent that holds your shares giving you the right to vote the shares and bring such proxy to the Annual Meeting.
 
Revocation of Proxies
 
A proxy may be revoked, prior to its exercise, by executing and delivering a later dated proxy, by delivering written notice of the revocation of the proxy to the Corporate Secretary prior to the Meeting or by attending and voting at the Meeting. Attendance at the Meeting, in and of itself, will not constitute a revocation of a proxy.
 
Unless previously revoked, the shares represented by all properly executed proxies received in time for the Meeting will be voted in accordance with the shareholder’s directions. If no directions are specified on a duly submitted proxy, the shares will be voted, in accordance with the recommendations of the Board of Directors, FOR the election of the directors nominated by the Board of Directors, FOR the Ratification of PriceWaterhouseCoopers LLP as the Company's independent auditor, FOR the approval, on a non-binding basis, of the compensation of our named executive officers, FOR the ratification of PricewaterhouseCoopers LLP as the Company’s independent auditor and in accordance with the discretion of the persons appointed as proxies on any other matters properly brought before the Meeting.

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PROPOSAL 1
ELECTION OF DIRECTORS
 
The Board of Directors currently consists of nine members. Robert Peterson, the Chair of the Board of Directors will not stand for re-election, and the Board of Directors has determined to reduce its size to eight members. Atdirectors in conjunction with Mr. Peterson's retirement. Accordingly, at the Meeting, eight directors will be elected to serve until the next annual meeting of shareholders and until their successors shall be elected and qualified. It is the intention of the persons named in the accompanying form of proxy to nominate as directors and, unless otherwise specified in a proxy by a shareholder, to vote such proxy for the election of the persons named below. In the event any of the nominees should become unable to serve as a director, an eventuality which management has no reason to believe will occur, proxies may be voted for another nominee. Each person named below is presently serving as a director of the Company.
 
Directors standing for re-election Age Director Since
Robert C. Arzbaecher, Chief Executive Officer 55 2000
Gurminder S. Bedi, Director 68 2008
E. James Ferland, Director 48 2014
Thomas J. Fischer, Director 68 2003
R. Alan Hunter, Jr., Director 68 2007
Robert A. Peterson, Director 59 2003
Holly A. Van Deursen, Director 56 2008
Dennis K. Williams, Director 69 2006
Directors standing for re-election Age Director Since
Alfredo Altavilla, Director 55 2018
Randal W. Baker, Chief Executive Officer 55 2016
J. Palmer Clarkson, Director 61 2018
Danny L. Cunningham, Director 63 2016
E. James Ferland, Director 52 2014
Richard D. Holder, Director 55 2017
Sidney S. Simmons, Director 60 2018
Holly A. Van Deursen, Director 60 2008
Alfredo Altavilla—Mr. Altavilla retired from a 29-year career at Fiat Chrysler in August 2018, mostly recently having served as Chief Operating Officer, Europe, Africa and Middle East and Head, Business Development, Fiat Chrysler Automobiles. Prior to that role, he served as Chief Executive Officer of Iveco, Fiat Chrysler’s trucks and commercial vehicles business. Mr. Altavilla brings extensive operating, business development, new product development and acquisition experience to the Board. His expertise in doing business in Europe and the Middle East also provides insights critical to the Board’s oversight of Company operations and growth strategies in those markets.
Robert C. Arzbaecher—Randal W. Baker—Mr. Arzbaecher isBaker was appointed President and Chief Executive Officer of the Company in March 2016. Prior to joining the Company, Mr. Baker held multiple roles during a role he returnedsix year tenure at Joy Global, including most recently as Chief Operating Officer. Prior to Joy Global, Mr. Baker was an executive with Case New Holland Inc., holding a variety of roles including President and CEO of its agricultural equipment business. Mr. Baker also held diverse leadership roles in August 2015 in addition tomarketing, sales, product development and engineering at Komatsu America Corporation, Ingersoll-Rand and Sandvik Corporation. Among other insights, his duties as Chairmanunderstanding of the Board. He previously heldCompany's markets, engineering and new product development background and operational expertise assist the role ofBoard in setting the Company's strategy and monitoring performance.
J. Palmer Clarkson—Mr. Clarkson is President and Chief Executive Officer of Bridgestone HosePower LLC, a Florida-based industrial hose service company. Founded by Mr. Clarkson in 1990 and acquired by Bridgestone Hose in 2014, HosePower is the Company from 2000largest U.S. based service provider of hydraulic and industrial hoses used in construction machinery, mining, oil field equipment and general industrial applications. His areas of expertise include financial and operational management, distribution and dealer channel management, business development and capital allocation. Mr. Clarkson brings a significant understanding of the Company’s tools business and sales channels to January 2014. Prior to that he heldthe Board as well as strong financial roles in Applied Power (Actuant's predecessor), including Vice President and Chief Financial Officer (1994-1999), Vice Presidentaccounting experience. Mr. Clarkson has been a director of Tools and Supplies (1993-1994) and Corporate Controller (1992-1993). Prior to 1992, Mr. Arzbaecher held various financial positions with Grabill Aerospace, Farley Industries and Grant Thornton. Mr. Arzbaecher isCNX Resources Corporation since May 2017. He was also a director of CF Industries Holdings, Inc.Consol Energy in 2017.
Danny L. Cunningham—Mr. Cunningham is a retired Partner and Fiduciary Management, Inc. mutual funds.former Chief Risk Officer of Deloitte & Touche, LLP, a multinational public accounting firm. He has more than 30 years of experience serving public audit clients in a broad array of industries, including manufacturing. He has practiced in both the United States and China. Mr. Arzbaecher providesCunningham possesses expertise in the Board withareas of financial reporting, auditing, accounting and risk management and also brings a thorough understandingstrong knowledge of corporate transactions and global perspective to the Company, including strategy, business development, international operations and served markets. Additionally, he has extensive finance and acquisition experience, which is beneficial given the Company’s stated goal of growth through acquisitions.
Gurminder S. Bedi—Mr. BediBoard. He also serves on the boardBoard of directors of Kemet Corporation and Blue Bird CorporationWEC Energy Group and is a retired Vice Presidentmember of Ford Motor Company. Mr. Bedi served in a variety of managerial positions at Ford Motor Company for more than thirty years and holds degrees in mechanical engineering and business administration. Mr. Bedi’s broad experience in manufacturing operations and international business, as well as his automotive and commercial truck market background are key contributions to the Board. Based on his current and prior executive leadership positions, Mr. Bedi also brings to the Board a familiarity with the challenges facing large, international public companies, as well as private equity groups (which are the source of some of the Company’s business acquisitions).

its audit Committee.
E. James Ferland—Mr. Ferland isretired as Chairman and Chief Executive Officer of Babcock & Wilcox Enterprises, Inc. (“B&W”), a provider of energy and environmental products and services for power and industrial markets worldwide. Mr. Ferland has held that position since July 2015worldwide, in 2018. He led B&W from 2012, when B&W wasit spun-off from the Babcock & Wilcox Company. Mr. Ferland was President and Chief Executive Officer of the Babcock & Wilcox Company from 2012 through the date of the spin-off. Mr. Ferland alsoHe previously held various leadership roles with Westinghouse Electric Company, LLC and PNM Resources, Inc. With more than 25 years of senior management and engineering experience in diversified industries, Mr. Ferland brings to the Board extensive operations, financial and acquisition experience, knowledge of the energy markets and valuable perspectives from leading a global public company.
Richard D. Holder —Mr. Holder is President and Chief Executive Officer of NN Inc, a diversified industrial manufacturing company, and has held this position since joining NN in June 2013. Mr. Ferland is also a director at B&W.

Thomas J. Fischer—Mr. FischerHolder is a consultant in corporate financialseasoned executive with more than 25 years of international experience across a diverse set of industries and accounting matters anddisciplines. Prior to NN, Inc., Mr. Holder held a retired Senior Regional Managing Partnervariety of Arthur Andersen LLP. At Arthur Andersen he served principally international public manufacturing and distribution companies. Mr. Fischer is also a director of Badger Meter Inc., Regal-Beloitleadership positions during his twelve year tenure at Eaton Corporation, and WEC Energy Group, Inc. The Board benefits from Mr. Fischer’s expertise in the areas of financial, accounting and auditing matters, including financial reporting, corporate transactions and enterprise risk management.
R. Alan Hunter, Jr.—Mr. Hunter is a retired executive from Stanley Black & Decker where he last served as President and Chief Operating Officer from 1993 through 1997, as well as Vice President Finance and Chief Financial Officer from 1986 to 1993. With over twenty years of experience at The Stanley Works, Mr. Hunter brings a strong financial background and thorough knowledge of the industrial tool industry to the Board. The Board also benefits from his considerable international business experience, especially related to finance, operations, business development and strategy. Mr. Hunter currently serves on the board of trustees of four mutual fund groups managed by MassMutual Financial Group.Eaton Electrical Components Group,

3


Robert A. Peterson—Mr. Peterson is the former Presidenta unit of Eaton’s Electrical Sector. Prior to joining Eaton, he held a variety of leadership roles at US Airways, AlliedSignal and Parker Hannifin. As a sitting Chief Executive Officer, of Norcross Safety Products, formerly a private equity owned business, since its inception in 1995 until it was sold to Honeywell in 2008. Prior to that he held executive level leadership positions with a number of firms including Farley Industries and Wright Line, after beginning his career at Ernst & Young. Mr. Peterson’s extensive finance, mergers and acquisition and private equity background has been beneficialHolder brings to the Board in evaluatinga unique perspective of leading a global public company, along with extensive business, financial performance and strategic acquisitions. Additionally, his manufacturing and distribution industry experienceexperience. Mr. Holder is also a director for NN, Inc.
Sidney S. Simmons—Mr. Simmons is a good fitseasoned corporate attorney with over 35 years of experience. He provides legal counseling to a range of corporate clients, assisting them, among other matters, with mergers and acquisitions, business planning and structuring, and negotiating and implementing complex business transactions. In addition to his deep and broad knowledge and his experience in executing commercial transactions, he brings experience in corporate governance and legal and regulatory compliance to the Board’s deliberations. He has a long history of volunteer service with various national and local organizations, some of which include serving as a trustee for Catholic Charities USA and as Chairman of the businesses includedBoard of Directors of  St. Vincent's Health System, Inc., in  the Company’s Industrial segment.
Jacksonville, Florida.
Holly A. Van Deursen—Ms. Van Deursen was most recently an executive in the petrochemical industry, having held a variety of leadership positions at both British Petroleum and Amoco Corporation. She was Group Vice President of Petrochemicals for British Petroleum from 2003 to 2005 and Group Vice President of Strategy from 2001 to 2003. Ms. Van Deursen2003 and has extensive experience in the oil & gas industry, which providesone of the Board with insight on our businesses in the Energy segment.Company's important markets. Her experience in strategic analysis and corporate governance further enhances her ability to add value to our Board. She is currently a director of Bemis Company, Inc., Petroleum Geo-Services and Capstone Turbine Corporation.

Dennis K. Williams—Mr. Williams is a retired PresidentCorporation and Chief Executive Officer (2000 to 2005) and Chairman of the Board (2000 to 2006) of IDEX Corporation. Prior to that he held several executive level roles at General Electric. Mr. Williams brings to the Board considerable experience and insight into issues facing large international public companies, knowledge specific to our markets (with over thirty years experience in our industries) and a strong track record of growing businesses. Mr. Williams’ background as an executive of a global company also lends a valuable perspective to the Board on executive compensation, financial matters and business innovation. Mr. Williams is currentlySynthomer plc. She was a director of Owens-Illinois, Inc. and Ametek, Inc.Petroleum Geo-Services from 2006 to 2018.

 
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEVOTING “FOR” THE ELECTION OF THE EIGHT NOMINEES.

4



PROPOSAL 2
ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
At our 2012 Annual meeting, we asked shareholders to cast a non-binding advisory vote on the frequency with which we submit to shareholders a non-binding advisory vote on the compensation of our named executive officers ("Say on Pay" vote). Shareholders expressed a preference that Say on Pay votes occur every year. Consistent with this preference we will hold Say on Pay votes annually until the 2018 Annual Meeting, at which time shareholders will again be asked to vote on the frequency of Say on Pay votes.

We are asking our shareholders to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers ("NEOs"), as disclosed in the Compensation Discussion and Analysis section of this proxy statement. The Compensation Committee has overseen the development and implementation of our executive compensation program which is designed to drive long-term success and increase shareholder value. We utilize our executive compensation program to provide competitive compensation within our industry peer group that will attract and retain executive talent, encourage our leaders to perform at a high level by linking compensation with financial and performance milestones and align our executive compensation with shareholders’ interests through the use of equity-based incentive awards.
Our overall executive compensation program is founded on three guiding principles, which we believe emphasizes a pay for performance philosophy:
 Executive compensation is aligned with our overall business strategy of driving growth opportunities and improving operating metrics, focusing on sales, earnings, cash flow and return on invested capital (“ROIC”).

Key executives responsible for establishing and executing our business strategy should have incentive compensation opportunities that align with long-term shareholder value creation. Performance equity awards, a compensation clawback policy, stock ownership requirements and longer vesting periods on equity awards (relative to prevailing market practices) are important components of that alignment.

Overall compensation targets reflect our intent to pay executive base salaries and Total Direct Compensation (including base salary, annual bonus opportunity and the value of share based awards) at approximately the midpoint of the competitive market.
We believe that our pay-for-performance objectives result in compensation that reflects our financial results, stock price performance and other performance objectives described in the Compensation Discussion and Analysis. Accordingly, the Board of Directors requests our shareholders to approve, on an advisory basis, the compensation of our NEOs. Although the outcome of this advisory vote is non-binding, the Compensation Committee and the Board of Directors will review and consider the outcome among other factors, when making future compensation decisions for our NEOs.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND THE ACCOMPANYING COMPENSATION TABLES AND NARRATIVE DISCUSSION CONTAINED IN THIS PROXY STATEMENT.


5


PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
 
PricewaterhouseCoopers LLP, an independent registered public accounting firm, performed an audit of our consolidated financial statements for the fiscal year ended August 31, 20152018 and the effectiveness of our internal control over financial reporting as of August 31, 2015.2018. The Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal 20162019 and the Committee is presenting this selection to shareholders for ratification.

Shareholder ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor is not required by the Company's bylaws, however, the Audit Committee is submitting the selection of PricewaterhouseCoopers LLP for shareholder ratification because the Audit Committee values shareholders’ views on the Company’s independent auditors. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP. The Audit Committee also retains the right to direct the appointment of a different independent accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.
 
A representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting and will have the opportunity to make a statement and respond to appropriate questions.
 
OUR BOARD OF DIRECTORS RECOMMENDS A VOTEVOTING “FOR” RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS.

6


PROPOSAL 3
ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are asking our shareholders to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers ("NEOs"), as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables and narrative discussion contained in this proxy statement. The Compensation Committee has overseen the development and implementation of our executive compensation programs, which are designed to drive long-term success and increase shareholder value. We utilize our executive compensation programs to provide competitive compensation within our industry peer group that will attract and retain executive talent, encourage our leaders to perform at a high level by linking compensation with financial and performance milestones and align our executive compensation with shareholders’ interests through the use of equity-based incentive awards.
Our overall executive compensation program is founded on three guiding principles, which we believe emphasizes a pay for performance philosophy:
Executive compensation is aligned with our overall business strategy of driving growth opportunities and improving operating metrics, focusing on sales, earnings, cash flow and return on invested capital.
Key executives responsible for establishing and executing our business strategy should have incentive compensation opportunities that align with long-term shareholder value creation. Performance equity awards, a compensation clawback policy, stock ownership requirements and multi-year vesting periods on equity awards are important components of that alignment.
•
Our overall compensation targets reflect our intent to pay executive Total Direct Compensation (base salary, annual bonus opportunity and the value of share based awards) at approximately the 50th percentile of pay. In some cases, to attract and retain top talent, we may set target compensation over market rates (generally not to exceed the 75th percentile) to align with an individual’s experience profile and reflect the complexities of certain roles.
We believe that our pay-for-performance objectives result in compensation that reflects our financial results, stock price performance and other performance objectives described in the Compensation Discussion and Analysis. Accordingly, the Board of Directors requests our shareholders to approve, on an advisory basis, the compensation of our NEOs. Although the outcome of this advisory vote is non-binding, the Compensation Committee and the Board of Directors will review and consider the outcome, among other factors, when making future compensation decisions for our NEOs.
OUR BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND THE ACCOMPANYING COMPENSATION TABLES AND NARRATIVE DISCUSSION CONTAINED IN THIS PROXY STATEMENT.



CERTAIN BENEFICIAL OWNERS
 
The following table sets forth, as of October 30, 2015,15, 2018, unless otherwise indicated, certain information with respect to the beneficial ownership of common stock by persons known by the Company to beneficially own more than 5% of the outstanding shares of common stock, by the directors and nominees for director, by each executive officer of the Company named in the Summary Compensation Table below and by the Company’s executive officers and directors as a group. Shares are deemed to be beneficially owned by any person or group who has the power to vote or direct the vote or the power to dispose or direct the disposition of such shares, or who has the right to acquire beneficial ownership thereof within 60 days:
 
Beneficial Owner (1) 
Amount and
Nature
   
Percent of
Class
Five Percent Shareholders:      
Southeastern Asset Management, Inc.
    6410 Poplar Avenue, Suite 900
    Memphis, TN 38119
 6,206,884
 (2) 10.5%
BlackRock Institutional Trust Company, N.A.
    400 Howard Street
    San Francisco, California 94105
 4,890,669
 (2) 8.3%
Vanguard Group, Inc.
    100 Vanguard Boulevard
    Malvern, Pennsylvania 19355
 3,961,585
 (2) 6.7%
Champlain Investment Partners
    180 Battery Street, 4th Floor
    Burlington, Vermont 05401
3,874,997

(2)
6.5%
Dimensional Fund Advisors, L.P.
    6300 Bee Cave Road
    Austin, TX 78746
 3,279,061
 (2) 5.5%
       
Named Executive Officers and Director Nominees:      
Robert C. Arzbaecher, President, Chief Executive Officer and Director 670,472
 (3) 1.1%
Gurminder S. Bedi, Director 60,862
 (4) *
E. James Ferland, Director 9,704
 (5) *
Thomas J. Fischer, Director 87,625
 (6) *
Mark E. Goldstein, former President and Chief Executive Officer 602,063
 (7) 1.0%
R. Alan Hunter, Jr., Director 71,998
 (8) *
Brian K. Kobylinski, Executive Vice President, Energy Segment 244,419
 (9) *
Andrew G. Lampereur, Executive Vice President and Chief Financial Officer 581,185
 (10) *
Robert A. Peterson, Director 132,476
 (11) *
Roger A. Roundhouse, Executive Vice President, Engineered Solutions Segment 18,526
 (12) *
Eugene E. Skogg, Executive Vice President, Human Resources 13,014
 (13) *
Holly A. Van Deursen, Director 61,887
 (14) *
Dennis K. Williams, Director 76,862
 (15) *
       
All Directors and Current Executive Officers as a group (14 persons) 2,294,763
 (16) 3.9%
Beneficial Owner (1)
 
Amount and
Nature
   
Percent of
Class
Five Percent Shareholders:      
Blackrock, Inc.
    55 East 52nd Street
    New York, NY 10022
 8,166,690 (2) 13.4%
Vanguard Group, Inc.
    100 Vanguard Boulevard
    Malvern, Pennsylvania 19355		 6,073,567 (2) 10.0%
Southeastern Asset Management, Inc.
    6410 Poplar Avenue, Suite 900
    Memphis, TN 38119
 5,900,024 (2) 9.7%
Wellington Management Company, LLP
    208 Congress Street
    Boston, MA 02210
 4,805,817 (2) 7.9%
Pzena Investment Management, LLC
320 Park Avenue, 8th Floor
New York, NY 10022
 4,334,688 (2) 7.1%
       
Named Executive Officers and Director Nominees:      
Alfredo Altavilla, Director 3,000   *
Randal W. Baker, President and Chief Executive Officer 46,741 (3) *
J. Palmer Clarkson, Director 1,335 (4) *
Danny L. Cunningham, Director 10,349 (5) *
Rick T. Dillon, Executive Vice President and Chief Financial Officer 9,991 (6) *
E. James Ferland, Director 31,466 (7) *
Richard D. Holder, Director —   *
Roger A. Roundhouse, Executive Vice President, Engineered Components & Systems 53,223 (8) *
John Jeffrey Schmaling, Executive Vice President, Industrial Tools & Services —   *
Sidney S. Simmons, Director 1,418 (9) *
Holly A. Van Deursen, Director 78,966 (10) *
André L. Williams, Executive Vice President, Global Human Resources 2,775 (11) *
       
Directors Not Continuing in Office:      
Robert A. Peterson, Chair of the Board of Directors 139,764 (12) *
       
All Directors and Current Executive Officers as a group (14 persons) 379,028 (13) *
                              
*Less than 1%.
 
(1) 
Unless otherwise noted, the specified person has sole voting power and/or dispositive power over the shares shown as beneficially owned.
(2) 
Share ownership, as of September 30, 2015,2018, based on a report issued to the Company by a third party service provider.
(3) 
Includes 2,400 shares held by his spouse, 2,200 shares held by his children through a custodian, 37,74623 shares held in the 401(k) Plan and 11,900 shares held in an individual IRA account. Also includes 447,425 shares issuable pursuant to options exercisable currently or within 60 days of October 30, 2015.Plan. Excludes 932,268 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuant common stock no less than six months following termination of employment. Mr. ArzbaecherBaker does not have any voting or dispositivedipositive power with respect to the phantom stock units.
(4) 
Includes 5,000 shares held by a trust. Also includes 47,525 shares issuable pursuant to options exercisable currently or within 60 days of October 30, 2015.

7


(5)
Includes 3,875 shares issuable pursuant to options exercisable currently or within 60 days of October 30, 2015.
(6)
Includes 71,525 shares issuable pursuant to options exercisable currently or within 60 days of October 30, 2015.
(7)
Includes 1,190 shares held in the Employee Stock Purchase Plan, 6,948 shares held in the 401(k) Plan and 8,000 shares held in an individual IRA account. Also includes 457,582 shares issuable pursuant to options exercisable currently or within 60 days of October 30, 2015. Excludes 36,004 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuant common stock no less than six months following termination of employment. Mr. Goldstein does not have any voting or dispositive power with respect to the phantom stock units.
(8)
Includes 55,525 shares issuable pursuant to options exercisable currently or within 60 days of October 30, 2015. Also includes 7,3731,335 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of service.
(9)(5) 
Includes 648 shares held in the 401(k) Plan. Also includes 153,3002,930 shares issuable pursuant to options exercisable currently or within 60 days of October 30, 2015.15, 2018. Includes 5,007 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of service.


(6)
Includes 1,335 shares held in the 401(k) Plan. Excludes 3,262804 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuant common stock no less than six months following termination of employment. Mr. KobylinskiDillon does not have any voting or dispositive power with respect to the phantom stock units.
(10)(7) 
Includes 12,818 shares held in the 401(k) Plan, 24,900 shares held in an individual IRA account, 739 shares held in the Employee Stock Purchase Plan and 2,250 shares held by his children through custodians. Also includes 297,80011,029 shares issuable pursuant to options exercisable currently or within 60 days of October 30, 2015. Excludes 5,076 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuant common stock no less than six months following termination of employment. Mr. Lampereur does not have any voting or dispositive power with respect to the phantom stock units.
(11)
Includes 16,400 shares held in an individual IRA account and 6,000 shares held in trusts for his children.15, 2018. Also includes 63,525 shares issuable pursuant to options exercisable currently or within 60 days of October 30, 2015. Also includes 32,0519,160 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of service.
(12)(8) 
Includes 173201 shares held in the 401(k) Plan. Also includes 2,49315,567 shares issuable pursuant to options exercisable currently or within 60 days of October 30, 2015.15, 2018. Excludes 2421,099 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuant common stock no less than six months following termination of employment. Mr. Roundhouse does not have any voting or dispositivedipositive power with respect to the phantom stock units.
(13)(9) 
Includes 8,076 shares held in an individual IRA account.
(14)
Includes 47,525 shares issuable pursuant to options exercisable currently or within 60 days of October 30, 2015.
(15)
Includes 63,525 shares issuable pursuant to options exercisable currently or within 60 days of October 30, 2015.
(16)
Includes 61,276 shares held in individual IRA accounts, 2,400 shares held by spouses, 4,450 shares held by custodians for children, 6,000 shares held in private trust accounts for children, 5,000 shares held in private trust accounts, 739 shares held in the Employee Stock Purchase Plan and 58,362 shares held in the 401(k) Plan. Also includes 1,447,743 shares issuable pursuant to options exercisable currently or within 60 days of October 30, 2015. Includes 39,4241,418 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of service.
(10)
Includes 6,025 shares held in an individual IRA account. Also, includes 54,679 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2018.
(11)
Excludes 24,142135 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuant common stock no less than six months following termination of employment. The executive officers doMr. Williams does not have any voting or dispositivedipositive power with respect to the phantom stock units.
(12)
Includes 16,400 shares held in an individual IRA account and 6,000 shares held in trusts for his children. Also includes 63,329 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2018. Also includes 33,544 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of service.
(13)
Includes 16,400 shares held in an individual IRA account and 6,000 shares held in private trust accounts for children. Also includes 147,534 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2018. Also includes 53,178 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of service.

The beneficial ownership information set forth above is based on information furnished by the specified persons or known to the Company and is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as required for purposes of this Proxy Statement. It is not necessarily to be construed as an admission of beneficial ownership for other purposes.purposes

8




CORPORATE GOVERNANCE MATTERS
 
Corporate Governance Guidelines
 
The Board of Directors (the “Board”) has adopted the Actuant Corporation Corporate Governance Guidelines (the “Guidelines”). The Guidelines, which were reviewed and updated by the Board in July 2018 to conform to current governance best practices, state that the Board is elected by the shareholders to provide oversight and guidance to management with a view to increasing shareholder value over the long term. The Guidelines cover various topics, including, but not limited to, director independence, board and committee composition, board operations and leadership development. The Nominating & Corporate Governance Committee of the Board monitors and oversees the application of the Guidelines and recommends to the Board any changes to the Guidelines. Each committee has a written charter that is approved by the Board and annually evaluated by the committee. While the Company has no formal policy with respect to the attendance of the directors at the Company's annual meeting of shareholders, all directors attended the 2018 annual meeting.

Board Committees, Charters, Functions and Meetings
 
The Board has three standing committees — Audit, Nominating & Corporate Governance and Compensation — and appoints the members of the committees after considering the recommendations of the Nominating & Corporate Governance Committee. There were nine10 meetings of the Board during the fiscal year ended August 31, 2015.2018. All members of the Board attended at least 75% of the aggregate number of meetings of the Board and all the committees on which they served. While the Company has no formal policy with respect to attendance of the directors at the Company’s Annual Meeting of Shareholders, all members of the Board attended the 2015 Annual Meeting. Current Board committee membership and functions appear in the following table:
   
Committees Committee Functions
Audit
Thomas J. Fischer,Danny L. Cunningham, Chair
R. Alan Hunter, Jr.Alfredo Altavilla
E. James FerlandRichard D. Holder
Dennis K. WilliamsSidney S. Simmons
 
Fiscal 20152018 Meetings— 910
 •    Manages oversight responsibilities related to accounting policies, internal control, financial reporting practices and legal and regulatory compliance
 •    Reviews the integrity of the Company’s financial statements
 •    Reviews the independent auditor’s qualifications and independence
 •    Reviews the performance of the Company’s internal audit function and the Company’s independent auditors
 •    Maintains lines of communication between the Board and the Company’s financial management, internal auditors and independent accountants
 •    Prepares the Audit Committee report to be included in the Company’s annual proxy statement
 •    Conducts an annual evaluation of the performance of the Audit Committee
Nominating & Corporate GovernanceRobert A. Peterson, Chair
Gurminder S. BediJ. Palmer Clarkson
E. James Ferland
Sidney S. Simmons
Holly A. Van Deursen

Fiscal 20152018 Meetings— 34

 •    Responsible for evaluating and nominating prospective members for the Board
 •    Exercises a leadership role in developing, maintaining and monitoring the Company’s corporate governance policies and procedures
 •    Conducts an annual assessment of the Board, Committees and Directors performance and contributions.contributions
 •    Conducts an annual evaluation of the performance of the Nominating & Corporate Governance Committee
Compensation Holly A. Van Deursen, Chair
Gurminder S. BediAlfredo Altavilla
R. Alan Hunter, Jr.J. Palmer Clarkson
Dennis K. WilliamsE. James Ferland
Richard D. Holder


Fiscal 20152018 Meetings— 78

 •    Determines the compensation of executive officers and makes recommendations to the Board regarding Chief Executive Officer compensation.
 •    Administers annual (short-term) incentive compensation plans and equity-based (long-term) compensation programs maintained by the Company
 •    Makes recommendations to the Board with respect to the amendment, termination or replacement of incentive compensation plans and equity-based compensation programs
 •    Recommends to the Board the compensation for Board members and conducts an annual evaluation of the performance of the Compensation Committee

9


Leadership Structure
In connection with the CEO transition in August 2015, theThe positions of ChairmanChair of the Board and Chief Executive Officer were combined, which providesare separated between Mr. Peterson and Mr. Baker. This allows our CEO, Mr. Baker, to focus on the Company with unified leadershipday-to-day business operations, while the Board chair leads our Board in providing strategic direction, oversight and direction. Mr. Arzbaecher, our Chairman and Chief Executive Officer, has an in-depth knowledge of our business that enables himadvice to effectively recommend appropriate board agendas and ensure appropriate processes and relationships are established with both management and the Board.management. The Board retains the authority to modify this leadership structure as and when appropriate to best address the Company's current circumstances and to advance the interests of all shareholders.


The independent Board members have elected a lead independent director to serve a renewable one-year term. The lead director presidesChair's responsibilities include: presiding over executive sessions of the independent directors; serves as liaisonliaising between the Chairman and Chief Executive Officer of the Company and other independent directors; consultsconsulting with the Chairman and Chief Executive Officer of the Company as to appropriate scheduling and agendas of meetings of the Board; and servesserving as the principal liaisonconduit for communication bycommunications directed from shareholders to employees and employees directed specifically toward non-managementthe non-employee directors. Mr. Peterson currently serves as lead director.
Executive Sessions of Non-Management Directors
The non-employee directors of the Board regularly meet alone without any membersin the absence of management being present.management. Mr. Peterson, the lead director,Board Chair, presides at these sessions.
 
Independence of Directors; Financial ExpertExpertise of Audit Committee
 
The Board has determined that each of Ms. Van Deursen and Messrs. Bedi,Altavilla, Clarkson, Cunningham, Ferland, Fischer, Hunter,Holder, Peterson, and WilliamsSimmons (i) is “independent”independent within the definitions contained in the current New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines and (ii) has no other “material relationship”material relationship with the Company that could interfere with his or her ability to exercise independent judgment. In addition, the Board has determined that each member of the Audit Committee is “independent” within the definition contained in current Securities and Exchange Commission (“SEC”) rules. One of the Audit Committee members, Mr. Fischer, serves on three other audit committees. The Company’s Board has affirmatively determined that such simultaneous service does not impair Mr. Fischer’s ability to effectively serve as the chair of our Audit Committee. Furthermore, the Board has determined that all members of ourthe Audit Committee meet the financial literacy requirements of the New York Stock Exchange ("NYSE") and qualifyat least one member qualifies as an “audit committee financial experts”expert” as defined by the SEC.
 
Board Role in Risk Oversight
 
The Board oversees an enterprise-wide approach to risk management, which is designed to support the achievement of organizational objectives (including strategic initiatives), to improve long-term organizational performance and enhance shareholder value. While the Board has the ultimate oversight responsibility for the risk management process, variousthe committees of the Board also have responsibility for aspects of organizational risk management. In particular, the Audit Committee focuses on legal, compliance and financial riskrisks (including internal controls), while and the Compensation Committee and the Nominating & Corporate Governance Committee focus on compensation risk (as described below) and corporate governance policies, respectively.
 
Compensation Risk Assessment
 
In establishing and reviewing our executive compensation program, the Compensation Committee considers, among other things, whether the compensation program rewards executives for performance and whether the program encourages unnecessary or excessive risk taking. The Committee, with assistance from an independent compensation consultant (Towers Watson)(see below), annually performs a compensation risk assessment including an inventory of material incentive and sales compensation plans. The Committee has identifiedoverseen the implementation of several mitigating factors thatto help reduce the likelihood of undue risk taking related to compensation arrangements including, but not limited to, the use of various measures (earnings, asset management,(core sales, earnings, total shareholder return ("TSR"), and cash flow) in a balanced mix of annual and long-term incentive plans, use of multiple types of incentives (cash, stock options, restricted stock units and performance shares), and executive stock ownership guidelines that help align incentives with long-term company stock price appreciation. Based upon the assessment performed, theThe Committee believesand Board believe that the Company’s compensation policies and practices do not encourage unnecessary or excessive risk and are not reasonably likely to have apromote other behavior that could result in material adverse effect onevent for the Company.

Use of Compensation Consultants and Other Advisors
The Compensation Committee has the authority to engage the services of outside advisors, experts and others to assist in performing its responsibilities. The Compensation Committee has utilized the services of Willis Towers Watson ("Towers"Willis") as its executive and director compensation advisoradviser for several years. During fiscal 2015,2018, fees paid to TowersWillis for services to the Committee were $176,400.approximately $0.2 million. The Company has also routinely engaged a separate divisionuses other divisions of TowersWillis for actuarial services related to pension plans, postretirementpost-retirement healthcare plans and other benefits.benefits, and Willis also is the Company's primary insurance broker. Fees paid to TowersWillis for these additional services in fiscal 20152018 were $347,600.

10


Towers$0.7 million. Willis' executive compensation consultants arehave not been involved in providing any of the additional valuation and advisoryactuarial or brokerage services tofor which the Company.Company has engaged Willis.

Annually, TowersIn its role as the Committee's independent compensation advisor, Willis provides the Committee with written confirmation of its independence and the existence of any potential conflicts of interest. The Committee also obtains an understanding ofreviews the policies and procedures that Towers has in placeWillis maintains to prevent conflicts of interest, evaluates whether there are personal or business relationships between TowersWillis and members of the Committee and validates that employees of TowersWillis who perform consulting services do not own Actuant common stock. After considering these factors, the scope of services provided by TowersWillis and the amount of fees paid for executive compensation consulting and other valuation services, the Committee has concluded that the engagement of TowersWillis does not create a conflict of interest.

Codes of Conduct
and Ethics
The Company has a compliance planCompany's Code of Business Conduct and codeEthics ("Code of conduct thatConduct") applies to all of its officers, directors and employees (the “Code of Conduct”).the Company and sets out the standards of legal and ethical behavior to which all such representatives of the Company must adhere. The Company also has adopted Code of Conduct, which is reviewed annually by the Nominating & Corporate Governance Committee, is available on the corporate governance section of the Company’s website at www.actuant.com. The Company has also adopted a Ethics Applicable to Senior Finance Executives ("Code of EthicsFinancial Ethics") that applies to its senior corporate executive team, including its Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and


Corporate Controller, or persons performing similar functions. The Code of Conduct and Code of Financial Ethics are reviewed annually by the Nominating & Corporate Controller. The code of ethics is also posted on the Company's website.Governance Committee.
 
Information Available Upon Request
Copies of the Company’s Board committee charters, corporate governance guidelines,Corporate Governance Guidelines, Code of Business Conduct and Ethics and Code of Ethics Applicable to Senior Finance Executives are available on the Corporate Governance section of the Company’s website andat www.actuant.com. They also may be obtained, free of charge, upon written request directed to our Executive Vice President, and Chief Financial Officer,General Counsel & Secretary, Actuant Corporation, N86W12500 Westbrook Crossing, Menomonee Falls, Wisconsin, 53051 or by telephone at (262) 293-1500.

Director Selection Procedures
The Nominating & Corporate Governance Committee has the lead role in identifying director candidates, including the slate of directors presented for election at the Meeting.Company's annual meeting of shareholders. The Nominating & Corporate Governance Committee will consider recommendations from shareholders concerning the nomination of directors. Recommendations should be submitted in writing to the Company and state the shareholder’s name and address, the name and address of the candidate, and the qualifications of and other detailed background information regarding the candidate.
 
Nominees for director are selected on the basis of experience, integrity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time to Board duties. Although the Boardit does not have a formal diversity policy, the Board is committed to an inclusive membership, embracing diversity with respect to background, experience, skills, education, special training, race, age, gender, national origin and viewpoints.

The Nominating & Corporate Governance Committee’s objective is to assemble and maintain a Board that provides an optimized mix of skills, experience and perspectives to provide oversight and strategic guidance and maximize shareholder value in the context of the Company’s current or expected circumstances. In evaluating director nominees, the Nominating & Corporate Governance Committee also considers a range of factors and circumstances, including the following factors:following:
 
the needs of the Company with respect to the particular talents and experience of its directors;
the knowledge, skills and experience of nominees;nominees, including operational and leadership experience;
familiarity with national andthe Company's markets, including international business matters;experience;
experiencefinancial literacy and expertise with accounting rules and practices;
the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members; and
the appropriate size of the Company’s Board.

The Nominating & Corporate Governance Committee’s goal is to assemble a Board that brings to the Company a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Nominating & Corporate Governance Committee also considers candidates with appropriate non-business backgrounds.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating & Corporate Governance Committee may also consider such other factors in addition to the forgoing as it may deemdeems are in the best interests of the Company and its shareholders. There is no limit with regard to the number of boards on which our directors may serve, but the Board considers service on others boards as a factor in the director selection process. process and requires that all directors be able to devote sufficient time to fulfill their duties to the Company's Board and committees.

The Nominating & Corporate Governance Committee does, however, believebelieves it is appropriate forthat at least one, and preferably several, members of the Board to meet the criteria for an “audit committee financial expert”expert,” as defined by SEC rules, and that a majority of the members of the Board meet the definition of “independent director” under NYSE listing standards. The Nominating & Corporate Governance Committee also believes it is appropriate for certain keythe Chief Executive Officer and potentially other members of the Company’s management to participate as members ofserve on the Board.
 

11


The Nominating & Corporate Governance Committee identifies nominees for election to the Board by, firstamong other considerations, evaluating the skills of the current members of the Board, who are willingtheir performance and contributions to continue in service.deliberations, their tenure on the Board and other relevant circumstances. Current members of the Board with skills and experience that are relevant to support the Company’s businessneeds and strategic priorities and who are willing to continue in serviceto serve as directors generally are considerednominated for re-nomination,re-election, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member ofFrom time-to-time, the Committee will determine to add new directors to the Board does not wish to continue in serviceenhance its capabilities, with such new directors being identified by a variety of means, including based on the recommendation of shareholders or ifexisting directors or with the Nominating & Corporate Governance Committee or the Board decides not to nominate a member for re-election, the Nominating & Corporate Governance Committee identifies the desired skills and experienceassistance of a new nominee in light of the criteria above. Current members of the Nominating & Corporate Governance Committee and Board are polled for suggestions as to individuals meeting the criteria of the Nominating & Corporate Governance Committee. From time to time, the Company has engaged third party firmsrecruiters to identify and evaluate or assist in identifying potential nominees.the qualifications of candidates satisfying the Board’s criteria for new directors.



Director Resignation Policy
 
In order to ensure appropriate representation on ourthe Board, the Nominating & Corporate Governance Committee has adopted a policy regarding resignation from the Board upon a director’s retirement or a material change in principal occupation or business association from(such as the position the director held on the latterdirector's cessation of employment) as of the date whentime the director was last elected to our Board or the date, if any, our Board last rejected an offer by the director to resign under the policy.Board. Upon such a material change in a director's position, a director shall offer his or her resignation as a Board memberdirector to the Nominating & Corporate Governance Committee,Board, which will then recommend that our Board accept or reject the resignation offer of resignation based on a review of the qualifications of the director, and whether the director's resignation from the Board would be inafter considering the best interests of the Company and its shareholders.
 
Communications with Directors
 
Shareholders and other interested parties who want to communicate with the Board, the non-managementnon-employee directors as a group, or any individual director can write to: Actuant Corporation, Attention: Chairman, N86W12500 Westbrook Crossing, Menomonee Falls, Wisconsin 53051. Your letter should indicate thatwhether you are an Actuant shareholder. Depending on the subject matter, management will:
Forward the communication to the director or directors to whom it is addressed;
Attempt to handle the inquiry directly, for example where it is a request for information about the Company or it is a common stock related matter; or
Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

Certain Relationships and Related Person Transactions
The Corporate Governance Guidelines (applicable to Board members) and Code of Business Conduct and Ethics (applicable to all employees) document the Company’s policies regarding conflicts of interest and related party transactions. Under these policies, any related party transaction or potential conflict of interest is reviewed by legal counsel and then referred to the Nominating & Corporate Governance Committee for final resolution.
DuringThe Committee has evaluated several relationships in fiscal 2015,2018 for the existence of a potential conflict of interest:
The Company had sales of $0.6less than $0.1 million to a subsidiarysubsidiaries of Babcock & Wilcox Enterprises, IncInc. (B&W). Mr. Ferland iswas formerly President and Chief Executive Officer and a board member of B&W and a memberduring part of fiscal year 2018 while also serving on our Board. TheseAll sales transactions with B&W were negotiated in the ordinary course of business at prices and on arms’-length terms and conditions, and Mr. Ferland did not participate in those transactions. Mr. Ferland no longer is employed by, or a director of, B&W.
Mr. Cunningham became a director of WEC Energy Group (“WEC”) in 2018. WEC is an electric and gas utility providing services to customers in Wisconsin, Illinois, Michigan and Minnesota, where several of the Company’s facilities and operations are located. In fiscal 2018, the Company made purchases of approximately $1.1 million from the utility and its affiliates. In addition, the Company sold less than $0.1 million of products to WEC and its affiliates during the year. All transactions were on an arms’-length basis. The Board has evaluated the relationship between the Company and WEC and has determined that we believe are no less favorableit does not interfere with the exercise of Mr. Cunningham’s independent judgment.
On March 20, 2018, the Company entered into an agreement (the “Southeastern Agreement”) with Southeastern Asset Management (“Southeastern”) pursuant to which the Company and the Board agreed to elect J. Palmer Clarkson and Sidney S. Simmons to the Company than thoseBoard. Additionally, Southeastern agreed that until the day following the 2019 annual meeting of shareholders it would result from arm’s length negotiations between unrelated parties.not call or seek to call, or encourage any other party to call or seek to call, a special meeting of the shareholders of the Company.
Other than as disclosed in the preceding paragraph, during fiscal 20152018 the Company wasis not aware of being party to any transaction in which an executive officer, director or 5% shareholder had a direct or indirect material interest.

Compensation Committee Interlocks and Insider Participation
During fiscal 2015,2018, no member of the Compensation Committee served as an officer, former officer or employee of the Company or had a relationship discloseabledisclosable under “Certain Relationships and Related Person Transactions.” Further, during fiscal 2015,2018, no executive officer of the Company served as:
a member of the Compensation Committee (or equivalent) of any other entity, one of whose executive officers served as one of our directors or was an immediate family member of a director, or served on our Compensation Committee; or
director of any other entity, one of whose executive officers or their immediate family member served on our Compensation Committee.


12



REPORT OF THE AUDIT COMMITTEE
 
The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report by reference therein.

The Audit Committee ofrepresents and assists the Board of Directors overseesin fulfilling its oversight responsibility relating to (i) the integrity of the Company's financial statements and monitorsfinancial reporting process and the Company’s managementCompany's systems of internal controls over financial reporting; (ii) the performance of the internal audit function; (iii) the annual independent audits of the Company's financial statements and management's report regarding the effectiveness of the Company's system of internal control over financial reporting; (iv) the compliance by the Company with legal and regulatory requirements, including the Company's disclosure controls and procedures; and (v) the fulfillment of the other responsibilities set out in the committee's charter. The Audit Committee has the responsibility for the engagement and retention of the Company's independent registered public accounting firm, (currently PricewaterhouseCoopers LLP) throughout the financial reporting process. Management hasevaluation of its qualifications, independence and performance, and the primary responsibilityapproval of all audit and other engagement fees.

In discharging its responsibilities, the Audit Committee is not itself responsible for the planning or conducting of audits or for any determination that the Company's financial statements are complete and accurate or presented in accordance with generally accepted accounting principles. The Company's management is primarily responsible for its financial statements and the quality and integrity of the reporting process, includingprocess. The independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for expressing an opinion on the systemconformity of the Company’s audited financial statements with generally accepted accounting principles and an opinion on the effectiveness of the Company’s internal controls.control over financial reporting.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm regarding the fair and complete presentation of the Company’s results of operations and financial position and the assessment of the Company’s internal control over financial reporting. The Audit Committee has discussed significant accounting policies applied by the Company in its financial statements. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.
 
Additionally, the Audit Committee has done, among other things, the following:

discussed with PricewaterhouseCoopers LLP the overall scope and plans for its audit;
met with PricewaterhouseCoopers LLP, with and without management present, to discuss the results of its examinations, the evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting;
reviewed and discussed the audited financial statements for the fiscal year ended August 31, 20152018 with the Company’s management and PricewaterhouseCoopers LLP;
discussed with PricewaterhouseCoopers LLP those matters required to be discussed by Statement of Auditing Standards No. 61, Communications with Audit Committees ("SAS 61"), as amended and as adopted by the Public Company Accounting Oversight Board in("PCAOB") Audit Standard No. 1301, Communications with Audit Committees and SEC Regulations S-X, Rule 3200T,2-07, Communications with Audit Committees; and
received the written disclosures and the letter from PricewaterhouseCoopers LLP required pursuant to Rule 3526, “Communication with Audit Committees Concerning Independence,” of the Public Company Accounting Oversight Board (“PCAOB”).PCAOB and has discussed with PricewaterhouseCoopers LLP its independence.

Based upon the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s annual report on Form 10-K for the fiscal year ended August 31, 2015.2018.

No member of the Audit Committee is employed by or has any other material relationship with the Company. The Board of Directors has determined that eachat least one member of the Audit Committee qualifies as an Audit Committee"audit committee financial expertexpert" under Securities and Exchange Commission regulations, and the Audit Committee is comprised entirely of independent directors as required by the New York Stock Exchange listing standards and the applicable rules of the Securities and Exchange Commission.
 
THE AUDIT COMMITTEE
 
Thomas J. Fischer,Danny L. Cunningham, Chairperson
R. Alan Hunter, Jr.Alfredo Altavilla
Dennis K. WilliamsRichard D. Holder
E. James FerlandSidney S. Simmons




13


EXECUTIVE COMPENSATION
 
Compensation Discussion and Analysis
This section of the proxy provides information regarding the compensation program for our current and former Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers at August 31, 2018, collectively referred to as our Named Executive Officers (“NEOs”). TheOur fiscal 2018 NEOs in fiscal 2015 are as follows:

•
Robert C. Arzbaecher, President, Chief Executive Officer and Chairman of the Board of Directors (1)
•
Mark E. Goldstein, former
Randal W. Baker, President and Chief Executive Officer (2)
Brian K. Kobylinski, Executive Vice President, Energy SegmentOfficer
Andrew G. Lampereur,Rick T. Dillon, Executive Vice President and Chief Financial Officer
Roger A. Roundhouse, Executive Vice President, Engineered SolutionsComponents & Systems Segment
John Jeffrey Schmaling, Executive Vice President Industrial Tools & Services Segment
André L. Williams, Executive Vice President, Human Resources
•
Eugene E. Skogg,Theodore C. Wozniak, Executive Vice President, Human ResourcesBusiness Development (3)
(1) 
Mr. Arzbaecher, Chairman of the Board of Directors, was appointed President and Chief Executive Officer ("CEO") of the Company on August 24, 2015, after previously serving as President and Chief Executive Officer of the Company since August 2000 until he retired in January 2014.  
(2)
Mr. Goldstein was President and Chief Executive Officer of the Company from January 2014 until August 2015. He resigned from the Company in September 2015.
(3)
Mr. Skogg joined the Company in June 2015, as Executive Vice President, Human Resources.

In connection with the CEO transition in August 2015,(1) Mr. Wozniak departed the Company entered into an agreement with Mr. Arzbaecher, whereby he will serve as President and Chief Executive Officer of the Company while the Board of Directors conducts a search for a permanent President and Chief Executive Officer.  Mr. Arzbaecher will receive an annual base salary of $800,000, be eligible to participate in the Company’s annual bonus program in fiscal 2016 and was granted stock options upon his return as Chief Executive Officer to acquire 392,106 shares (valued at $3 million), which will vest in equal annual installments over a three-year period.December 2017.

Executive Summary
Actuant strivesis committed to be a premier diversified industrial corporationdeveloping and a growth companyimplementing an executive compensation program that directly aligns the interests of the NEOs with the long-term interests of shareholders. With this goal in mind, we have developed an executive compensation program that is operationally excellent. To achieve this, we look to optimize our organization to maximize growth in sales, earnings, cash flow and Return on Invested Capital ("ROIC"). This operating strategy requires a compensation philosophy that rewards both near-term operational and financial success as well as decision making that supports long-term shareholder value creation. In summary, the objectives of our compensation program aredesigned to:

attract and retain highly experienced and committed executives who have the skills, education, business acumen and background to successfully lead a diversified industrial company;
motivate and reward executives to drivedemonstrate exceptional personal performance and achieve our goal of increasing shareholder value;consistently perform at or above expected levels during different business cycles;
provide balanced incentives for the achievement of near-term and long-term objectives, without incentivizing executives to take excessive risk.
 
In fiscal 2015,2018, we experienced core sales growth that benefited from improvements within the broad industrial landscape - mining, infrastructure, commercial and off-highway vehicles and agriculture markets. In addition to improved market conditions, growth was driven by our financial performance generally mirroredinvestments in operations, the end market demand in mosteffects from the restructuring of our served industries. Our businesses faced cyclical headwinds incommercial processes, and the oil & gas, mining, off-highway equipment, agriculture and general industrial end markets, as well ascontinued focus on new product development activity. Compared to the strengthening of the U.S. dollar. Given the overall weak environment,prior year, consolidated core sales declined 5%increased 6% in fiscal 20152018, with improvements across our two segments, namely, Industrial Tools & Services (“IT&S”) and Engineered Components & Systems (“EC&S”). IT&S saw sustained growth throughout the year and gained some additional positive momentum in the fourth quarter, from improvements in the prior fiscal year.offshore oil and gas markets. Similar to IT&S, EC&S experienced growth throughout the year, with strong results coming from on-and-off highway vehicle and agriculture markets. The resulting lower production levelsconsolidated sales growth resulted in considerably higher earnings per share year-over-year and fixed cost under-absorption, unfavorable mix and downsizing costs reduced operating profit margins and net earnings.  Despite lower earnings, we generated $113 million ofaided in Free Cash Flow which represented our 15th consecutive yeargeneration of free cash flow conversion$100 million in excess of net earnings.
fiscal 2018.
  Year Ended August 31,
  2015 2014
  (amounts in millions, except per share amounts)
Net Sales $1,249
 $1,400
Core Sales Change (1)
 (5)% 3%
Adjusted Earnings Per Share(2)
 $1.65
 $1.91
Free Cash Flow $113
 $164
Year-end Stock Price $21.44
 $33.73
  Year Ended August 31,
  2018 2017
  (amounts in millions, except per share amounts)
Net Sales $1,183
 $1,096
Core Sales Change (1) (3)
 6% (4)%
Adjusted Earnings Per Share(2)(3)
 $1.09
 $0.83
Adjusted EBITDA (3)
 $145
 $122
Free Cash Flow (3)
 $100
 $68
Fiscal Year-end Stock Price $29.45
 $24.05
(1) Core sales change represents total sales growthdecline excluding the impact of acquisitions, divestitures and foreign currency rate changes.changes between years.
(2) EarningsAdjusted earnings per share excludes product linean impairment & other divestiture gaincharge ($0.04)1.24), restructuring charges ($0.15), accelerated debt issuance costs ($0.01) and a tax adjustment expense ($0.05) in fiscal 20142018 and non-cashan impairment & other divestiture charge ($1.33)1.82), restructuring charges ($0.09), director & officer transition charges ($0.08) and a tax adjustment gain ($0.05) in fiscal 2015.2017.
(3) See "Reconciliation of GAAP Measures to Non-GAAP Measures" included in our 2018 Annual Report to Shareholders which accompanies this Proxy Statement.


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As a result of this financial performance, which fell below the threshold target for the annual incentive bonus plan, there were no cash bonuses earned by our NEOs in fiscal 2015 (see2018 were above target. See page 1718 for details of the Annual Bonus program). In addition,program. Strong core sales growth and Free Cash Flow generation and conversion in fiscal 2018 were the main drivers of cash bonuses for our NEOs, with earnings contributing to a lesser degree. Similarly, the total shares vested related toin the form


of Performance Shares (discussed on page 20)19) were belowabove the target level for the most recently completed three year performance period.
Given that both incentive compensation and overall financial performance were both belowabove target levels, we believe that our executive compensation program is effectively linked to performance.  Further, we continue to believe that our incentive compensation programs align closely to our business model of achieving core sales growth, quality of earnings and cash flow generation to fuel acquisitions, for capital deployment and share repurchases.
Compensation and Link to Performance
Our executive compensation program is aligned with our overall business model (illustrated below), which is intended to create shareholder value.
businessmodel19.jpg
Our long standing Combined Management Measure ("CMM"), the primary metric used for the annual bonus program, rewards high return on invested capital and the generation oflong-term goal is to grow diluted earnings per share faster than other multi-industry peers. We intend to leverage our strong cash flow, which we believe are key drivers of shareholder value. In addition, a portion of the performance based equity awards are tiedmarket positions to the attainment of free cash flow conversion targets, while the annual bonus also incorporatesgenerate organic core sales growth the first componentthat exceeds end-market growth rates. Organic growth is accomplished through a combination of our business model.


More than a decade ago, we developed this business model which emphasizes cash flow generation. The model starts with core sales growth - through customer intimacy, new products,share capture, product innovation and market expansion into emerging market penetration and other aspects of our Growth + Innovation process. We further increase sales and profits through acquisitions and reinvestment in our businesses, including capital expenditures. Business acquisitions add new capabilities, products and services, technologies, customersindustries and geographic presenceregions. In addition to make our base businesses stronger. Finally, continuous improvement processes - whether “leaning out” existing operations, effective product sourcing, acquisition integration or leadership development - are utilized to improve profitability and drive cash flow. When executed successfully, these steps lead to strong earningsorganic growth we also focus on profit margin expansion and cash flow generation that we redeploy back intoto achieve our financial objectives. Our LEAD (“Lean Enterprise Across Disciplines”) Business System utilizes continuous improvement techniques to reduce costs, improve efficiencies and drive operational excellence across all locations and functions worldwide, thereby expanding profit margins and improving the business.customer experience. Our compensation program links executive pay with effective execution of this business model- driving growth inLEAD efforts also support our core sales earnings,growth. Strong cash flow generation is achieved by maximizing returns on assets and ultimately,minimizing primary working capital needs. The cash flow that results from efficient asset management, improved profitability and loyal customers is used to fund internal growth opportunities, strategic acquisitions and common stock price appreciation.repurchases.

Shareholder Input on Executive Compensation Program
Shareholders provided overwhelming support for the compensation of our NEOs compensation at the 20152018 Annual Meeting, with the holders of over 95%98% of shareholdersour common stock voting in favor of the compensation program for our NEOs. We engage with shareholders to gather feedback on our compensation programs, which hashave led to changes that strengthen the link between executive pay and Company performance. Specific changes have included an increased emphasis on performance based equity awards, formalization of an anti-hedging policy, adoption of a compensation “clawback policy,” elimination of excise tax gross ups from change in control agreementsWe will continually assess and modification of certain provisions of our annual bonus program to increase the alignment of segment leadership with overall Company performance. We believe thatmodify our executive compensation program to incorporate shareholder input, industry trends and competitive compensation practices.
The Compensation Committee (the "Committee") engages in an ongoing review of the Company’s executive compensation program to evaluate whether the program supports the Company’s compensation philosophy and objectives, and aligns with the Company’s business objectives. In connection with this ongoing review, and based on feedback received from our shareholders, the Committee continues to implement and maintain what it believes are best practices for executive compensation, each of which reinforces the Company’s compensation philosophy. Below is responsive to the feedback we have received and is aligned with shareholder interests.a summary of those practices.


What We DoWhat We Do Not Do
Use performance metrics to align pay with performanceOffer gross-ups of related excise taxes on executive severance agreements
Cap payouts under our annual cash bonus plan and performance share plansProvide single-trigger change-in-control severance benefits
Have robust stock ownership guidelines for our CEO and NEOsPay dividends on unearned and unvested performance shares
Apply clawback provisions to annual cash bonus and equity awards for executives in case of financial restatement.Reprice stock options
Engage an independent compensation consultant that reports to the Compensation CommitteeProvide tax gross-ups in the event of a change in control
Prohibit short sales, hedging or pledging of our stock by our executive officers and directors
Oversight of the Executive Compensation Program
The Compensation Committee ("the Committee") is primarily responsible for overseeing the Company’s executive compensation program after consideringand considers advice from an independent compensation consultant regarding competitive market pay practices. The Company’s CEO and management team also provide the Committee specific information related to NEO performance, compensation data and financial results.
Role of Compensation Committee
The Committee establishes our executive compensation philosophy and administers the overall executive compensation program. The Committee reviews and approves all components of the compensation program, establishes objectives for NEOs that are

15


aligned with the Company’s business and financial strategy, and determines compensation levels for our NEOs. CEO compensation is recommended by the Committee to the Board for approval. The Committee assessesmonitors the performance of NEOs (other than the CEO) through verbal updates regarding their annual reviews completed by the CEO and performs a separate evaluation of the CEO’s performance.performance in cooperation with the Chairman of the Board. 

Role of Compensation Consultant
The Committee utilizes TowersWillis as its independent compensation consultant. TowersWillis assists the Committee by evaluating executive compensation, analyzing pay alignment with financial and stock performance, providing general compensation trends and competitive market data and benchmarking, and by participating in the design and implementation of certain elements of the executive compensation program. TowersWillis does not make specific recommendations on individual compensation amounts for the executive officers or the independent directors, nor does it determine the amount or form of executive and director compensation.

Role of Management and the Chief Executive Officer
Our CEO, in consultation with Towers,the Executive Vice President - Human Resources, develops compensation recommendations for the Committee to consider. The CEO considers various factors when making recommendations, including external market data as provided by Willis, the relative importance of the executive’s position within the organization, the individual’sexecutive's tenure and experience and the executive’s performance and contributions to the Company’s results.

The Executive Vice President-HumanCEO, with assistance from Human Resources and other members of the Human Resources department, together with the CFO and members of the Finance department, work with the CEO to monitorpersonnel, monitors existing compensation plans and programs applicable to NEOs and other executives, to recommendrecommends financial and other targets to be achieved under those programs, to prepareprepares analyses of financial data, peer comparisons and other briefing materials for the Committee in making its decisions, and, ultimately, to implementimplements the decisions of the Committee. 

Assessing Competitive Compensation Practices
The Committee reviews both general industry published survey data, as well as compensation practices and pay opportunities for a selection of publicly-traded U.S. companies that Actuantthe Company competes with from a business and executive talent perspective (the “Peer Group”). The Company and the Committee have regularly utilized a Peer Group as part of itsthe annual benchmarking process. From time to time, the Committee has undertaken a review of the Peer Group to ensure it remains a reasonable and appropriate tool to utilize for both pay level and pay design benchmarking purposes. In fiscal 2015, the Committee made modifications toA review of the Peer Group that considered input from Towers and recommendations from management. Specifically, thewas conducted during fiscal 2018 with no significant changes. The Peer Group companies were chosen based on their alignment with the Company, as reflected in the following characteristics: 

Reasonably comparable market capitalization and annual revenues
Global scope and complexity
End-market diversification
AcquisitiveSimilar growth strategies



In addition to the characteristics mentioned above, the peer group selection process also considered the past perspectives of the main proxy advisory firms, as well. Based on this process, theThe companies listed below will constitute “theare included in the Peer Group”:Group:
Altra Industrial Motion CorpCLARCOR, IncHillenbrand, IncRexnord Corp
AO Smith CorpCrane CoIDEX CorpStandex International Corp
Barnes Group IncAO Smith CorpEnerSysJohn Bean Technologies CorpTriMas Corp
BeldenBarnes Group IncEnPro Industries, IncKennametal IncWoodward, Inc
Brady CorpBelden IncGraco IncLincoln Electric Holdings Inc 
Brady CorpHarsco CorpNordson Corp
Briggs & Stratton CorpHarsco CorpHillenbrand, IncNordsonRexnord Corp 

In addition to Peer Group compensation data, the Committee primarily uses a broad set of data from the TowersWillis Executive Compensation Market Analysis Survey to obtain compensation information and an understanding of executive compensation trends. The TowersWillis survey data represents all participants in the Towerstheir database, with the exclusion of the financial services healthcare and the energy services industries. The Committee does not determine the companies that are included in the TowersWillis survey data. The data (far in excess of 400 listed companies) is adjusted to reflect an organization of our revenue size. The data is reviewed in aggregate and on an individual basis by the Committee and provides the primary reference point for making compensation related decisions. The Committee believes that this survey data, together with the compensation practices of the Peer Group and CEO recommendations (for other NEOs based on experience, expertise and demonstrated performance), accurately defines competitive market compensation for executive talent.

16


Target Level Compensation Determination
 
To determine NEO compensation, the Committee considers factors such as the level of responsibility, skills and experiences required by the position, the executive’s qualifications, our ability to replace such individual, and the overall competitive environment. It also considersenvironment, current and historical compensation levels, performance in the role, length of service, the Committee’s view of internal equity and consistency and other considerations it may feel are relevant. In analyzing these factors, the Committee reviews competitive compensation data and focuses ontargets at the approximate 50th percentile for each component of pay as well as targetfor Total Direct Compensation.Compensation (base salary, annual cash bonus and equity incentive awards). In some cases, individual components may be over or under market (in order to emphasize a particular element or if individual circumstances dictate), but the total compensation package is market competitive and will generally not exceed the 75th percentile of market.market at target. 

Components of Total DirectExecutive Compensation
 
As summarized below, the majority of Total Direct Compensation is performance basedWe seek to pay our executives fairly and not guaranteed. We also provide various retirementcompetitively and benefit programs. This graphic, depicting the CEO's (Mr. Goldstein) total direct compensation, alongto link pay with the descriptions that follow, provides a snapshot as to the components and rationale behind theperformance. The main elements of our compensation program.program are base salary, a short-term incentive in the form of an annual cash bonus, and long-term equity incentive awards. We emphasize compensation opportunities that reward our executives when they deliver targeted financial results. A significant portion of our executives' compensation is equity-based. For fiscal 2018, incentive compensation at target (annual cash bonus and equity incentive awards) accounted for approximately 80% of Mr. Baker's Total Direct Compensation opportunity and approximately 63% of the average Total Direct Compensation opportunity of the other NEOs.
componentsofexeccompensa.jpg

Base Salary
 
Base salaries are reviewed annually and are established considering the scope and complexity of the role, market competitiveness, individual performance and Company operating performance. Individual performance is evaluated based on achievement of established goals and objectives related to business performance and leadership. Generally changes in base salary are the result of either an annual merit increase, promotion, or changeschange in role or market adjustment. In connection with his re-appointment to CEO in August 2015, the Committee approved a base salary of $800,000 for Mr. Arzbaecher. The remaining NEO's baseBase salary increases for NEOs occurred in January 20152018 and were in the 3%2% to 4%5% range, reflecting annual merit adjustments.



Annual Bonus
 
Our NEOs, along with other leaders and substantially all U.S. employees, have an opportunity to earn an annual cash bonus based on achievement of certain performance objectives. The bonus is designed to reward short-termthree performance in successfully growing sales, earnings, cash flow and ROIC. Combined Management Measure ("CMM") is the primary financial metric because it encompasses all of those key factors. Both the Committee and management believe CMM drives earnings and cash flow growth, which is critical to successfully executing our business model (described on page 15). CMM is calculated as follows:
Net Income
+ Financing Costs (Interest Expense)
+ Income Taxes
+ Amortization of Intangible Assets
= EBITA (Earnings Before Interest, Taxes and Amortization)
- Asset Carrying Charge(1)
= Combined Management Measure

17


(1)
The Asset Carrying Charge is calculated by adding (1) a 20% charge applied to the average net tangible assets (current assets, net fixed assets and other long-term assets, less accounts payable, accrued compensation, pension and employee benefits, current income tax balances and other liabilities), to (2) a 12% charge applied to the average total intangible assets (goodwill, intangible assets and non-current deferred income taxes).

We believe CMM encourages all employees to improve profits while using assets wisely. CMM is tied to both ROIC and cash flow, which are key measures linked to shareholder value creation. In addition to utilizing CMM for the annual bonus, we also utilize a similar calculation for capital deployment and decision makingmetrics implemented within the Company related to acquisitions and other investments.

We also utilize core sales growth (total sales growth less the impact of foreign currency and acquisitions/divestitures) as part of the annual bonus plan because it emphasizes this important driver of performance success.are Core sales growth targets are established at an individual business unit level.  Segment level executives including Messrs. KobylinskiSales Growth, EBITDA Margin % and Roundhouse are measured on core sales growth targets associated with their respective segments.  Corporate executives including Messrs. Arzbaecher, Goldstein, Lampereur and Skogg are measured onFree Cash Flow. The exhibit below illustrates the achievement of consolidated Actuant core sales growth targets.fiscal 2018 bonus plan design.
annualbonusa03.jpg

Annual bonus targetopportunity percentages vary by NEO and are determined based on their scope of duties and responsibilities as well as market and peer group data. ActualAnnual bonus paymentsachievement can range from 0% to 250%200% of the target annual bonus based on actual performance. NEOs not in charge of business units or segments have an annual bonus based on the CMM and core sales growth performance of Actuant. NEOs responsible for a business segment are eligible for an annual bonus based on Actuant CMM and CMM and core sales growth for their respective segment. The following table summarizes the fiscal 20152018 annual bonus opportunity and weighting for each NEO.
 
  
Annual Bonus
Opportunity as a %
of Base Salary
 
Weighting of Components of
Target Annual Bonus
Name Threshold Target Maximum 
Actuant
CMM
 
Segment
CMM
 Core Sales Growth
Robert C. Arzbaecher (1)
 — — — — — —
Mark E. Goldstein 0% 100% 250.0% 70% — 30%
Brian K. Kobylinski 0% 60% 150.0% 30% 40% 30%
Andrew G. Lampereur 0% 65% 162.5% 70% — 30%
Roger A. Roundhouse 0% 55% 137.5% 30% 40% 30%
Eugene E. Skogg 0% 50% 125.0% 70% — 30%
  
Annual Bonus
Opportunity as a %
of Base Salary
 
Weighting of Components of
Target Annual Bonus
Name Threshold Target Maximum 
Actuant
Core Sales
 Actuant EBITDA Margin % Segment Core Sales Segment EBITDA Margin % Actuant Free Cash Flow
Randal W. Baker 0% 100% 200% 33.3% 33.3% — — 33.4%
Rick T. Dillon 0% 70% 140% 33.3% 33.3% — — 33.4%
Roger A. Roundhouse 0% 60% 120% — — 33.3% 33.3% 33.4%
John Jeffrey Schmaling (1)
 0% 60% 120% 33.3% 33.3% — — 33.4%
André L. Williams 0% 60% 120% 33.3% 33.3% — — 33.4%
Theodore C. Wozniak (2)
 0% 60% 120% 33.3% 33.3% — — 33.4%
(1) 
In accordance with his offer letter dated January 24, 2018, Mr. Arzbaecher served as Chairman of the Board for the majority of fiscal 2015 and was not eligibleSchmaling received a full year earned bonus payout. Due to participatesignificant restructuring efforts in the NEO annualIndustrial and Energy Segment, it was decided by the compensation committee to payout Mr. Schmaling on the Corporate scale.
(2)
Mr. Wozniak did not receive a bonus program.payout in fiscal 2018 due to his departure from the Company in December 2017.

The annual bonus earned is based on performance against pre-approved CMMapproved Core Sales, EBITDA Margin % and core sales targets,Free Cash Flow scales, which are established by the Committee in the first quarter of the fiscal year, considering financial plans, market conditions, year-over-year improvementperformance, non-recurring projects, and the general economic environment. Core Sales represents the net sales change between years excluding the impact of acquisitions, divestitures and foreign currency rate changes. EBITDA, Free Cash Flow and Free Cash Flow Conversion are calculated as illustrated in the "Reconciliation of GAAP Measures to Non-GAAP Measures" included in our 2018 Annual Report to Shareholders which accompanies this Proxy Statement. Following the completion of a fiscal year, the Committee approves annual bonus payouts based on the extent to which targets were met.achieved. Fiscal 2018 annual bonus achievement for our corporate executives is shown below:
  Fiscal 2018 Bonus Scale Fiscal 2018 Bonus Achievement
  Threshold   TargetMaximum Result Bonus Payout %
  0% 50% 100%200%  
Consolidated Core Sales Metric 0.0% 1.5% 2.5%5.5% 6.0% 200.0%
Consolidated EBITDA Margin % Metric 12.2% 12.9% 13.6%15.6% 12.3% 7.7%

In accordance with Item 402(b) of Regulation S-K, we have not disclosed the annual bonus financial targetsActuant generated $99.8 million free cash flow for fiscal 2015 because they represent confidential information2018 which if disclosed, couldresulted in a 148% achievement for this metric. The blended result in competitive harm. of the achievement outcomes above is a bonus payout of 119% for our corporate executives for fiscal 2018.



These financial measures can be impacted by a variety of non-recurring or extraordinary items (e.g., acquisitions, divestitures, business restructuring, accounting rule changes, etc.) and actual results may be adjusted for these items if they were not contemplated in the target setting process. All adjustments to the annual bonus financial results are reviewed and approved by the Committee. Given that the assumptions used to determine the annual bonus financial targets and related adjustments necessarily include elements of strategic operations, timing of new product launches, restructuring activities or investments in growth initiatives, we believe disclosure of such information could cause us competitive harm by potentially revealing to our competitors, customers, vendors and suppliers our confidential operating and financial objectives.
 

18


In order to illustrate the historical level of performance against annual bonus targets, the following table summarizes the actual annual bonus payout percentages achieved by our CEOcorporate executives (expressed as a percentage of the target annual bonus level) for each of the last five fiscal years:
Fiscal Year Annual Bonus Payout
2011 197%
2012 113%
2013 
8% (1)
2014 7%
2015 0%
  
(1) CEO declined annual bonus in fiscal 2013.
Fiscal Year Annual Bonus Payout
2014 7%
2015 0%
2016 4%
2017 58%
2018 119%

Equity Compensation
 
We generally grant three forms of equity compensation to our NEOs including stock options, restricted stock and performance shares. We believe that a significant portion of Total Direct Compensation should be made in the form of equity compensation due to itsthe strong alignment created with shareholders. If our stock price declines, so does the value of the NEOs' compensation, and vice versa. Stock optionsFor our NEOs, the Committee approves a target award value based on Willis benchmarking data, and other applicable factors such as internal equity and individual contributions. Beginning in fiscal 2018 and going forward for the foreseeable future, equity awards for NEOs were and will be allocated 50% in performance shares and 50% in restricted stock generally vest 50% after three years,in order to align with 100% at five years. This vesting is longer in duration than most peer companies, which we believe enhances retention and long-term performance. The target valuethe equity allocation practices of NEOthe Peer Group. Historically, equity awards is generallyfor NEOs have been allocated 35% in the form of 35% in stock options, 35% in restricted stock units and 30% in performance shares.

 The following describes each type of award:
 
Stock Options—Stock options granted to NEOs generally become 50% exercisable three years after the grant date with the remaining 50% exercisable after five years. The Committee has the ability to vary both the term and vesting schedule for new stock option grants in accordance with the plan. All options are granted following the Committee’s authorization, with an exercise price equal to the closing market price on the date of grant and have a ten-year term. Stock option back-dating or re-pricing is expressly prohibited.
Restricted Stock Units and Awards—Restricted stock also generally vests 50% after three years with the remaining 50% vesting after five years. The Committee has the ability to vary both the term and vesting schedule for new grants. Under the Employee Deferred Compensation Plan, individuals granted restricted stock units have the ability to defer receipt and taxability of the shares beyond their normal vesting dates, by providing written notice to the Company at least twelve months in advance of the award’s scheduled vest date.

Performance Based Restricted Stock ("Performance Shares")—TheOur Performance Share plan hasawards have a three-year performance period, with vesting based 50% on achievement of an absolute Free Cash Flow Conversion target and 50% on the Company’s TSR relative to the S&P 600 SmallCap Industrial Index (approximately 90 companies). New three-year performance cycles start annually with grants near the beginning of each fiscal year. The Committee designed the plan to include both TSR and Free Cash Flow Conversion elements to emphasize the importance of these two metrics to the long-term success of the Company. TSR aligns the interests of shareholders and executives, while strong Free Cash Flow Conversion helps ensure adequate cash generation to fund Company growth, dividends and stock buybacks. The targets and vesting scale for Performance Shares granted in fiscal 2015 are summarized2018 were as follows:
 
Measure Threshold Target Maximum
Vesting Scale (as a percentage of Target) 50% 100% 150%
Relative TSR Percentile 25th 50th 75th
Free Cash Flow Conversion 100% 115% 140%
The target and actual shares vested for the recently completed three-year performance periods are summarized as follows (in aggregate for all NEOs):
Performance Period Ended Target Shares Actual Shares Vested % of Target Shares Vested
August 31, 2014 117,563 81,081 69%
August 31, 2015 98,342 58,967 60%
Performance Period Ended Target Shares Actual Shares Vested % of Target Shares Vested
August 31, 2016 4,699 2,963 63%
August 31, 2017 10,570 7,769 74%
August 31, 2018 (1)
 6,353 6,939 109%
(1) Mr. Roundhouse is the only NEO with shares vesting from the fiscal 2016 Performance Share Grant.


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The three-year measurement period for the fiscal 20132016 Performance Share grant ended August 31, 20152018 and resulted in the vesting of 116% of the Free Cash Flow Conversion restricted stock shares and 0% of the TSR restricted stock shares. The following table summarizes threshold, target, maximum and actual restricted stock shares vested for the recently completed performance period for NEOs that were granted Performance Shares in fiscal 2013.level achieved is shown below:
  2013 Performance Shares Grant Actual Shares Vested
Name Threshold Target Maximum 
Robert C. Arzbaecher 0 78,117 117,176 46,840
Mark E. Goldstein 0 9,272 13,908 5,560
Brian K. Kobylinski 0 4,585 6,878 2,749
Andrew G. Lampereur 0 6,368 9,552 3,818
Threshold (50%)Target (100%)Maximum (150%)Actual Relative TSR PercentileActual Vesting for Relative TSR Percentile
Relative TSR Percentile
25th
50th
75th
33rd
66%
  Threshold (50%) Target (100%) Maximum (150%) Actual Cash Flow Conversion Actual Vesting for Free Cash Flow Conversion
Free Cash Flow Conversion 100% 115% 140% 148% 150%

The following tables summarize threshold, target and maximum restricted stock sharesshare opportunities for the fiscal 20142017 and fiscal 20152018 Performance Share grants.grants for eligible NEOs as of August 31, 2018:
  2014 Performance Shares Grant
Name Threshold Target Maximum
Mark E. Goldstein 0 15,035 22,553
Brian K. Kobylinski 0 3,383 5,075
Andrew G. Lampereur 0 4,699 7,049
  2017 Performance Shares Grant
Name Threshold Target Maximum
Randal W. Baker — 33,044 49,566
Rick T. Dillon — 6,004 9,006
Roger A. Roundhouse — 6,873 10,310

  2015 Performance Shares Grant
Name Threshold Target Maximum
Mark E. Goldstein 0 20,180 30,270
Brian K. Kobylinski 0 4,996 7,494
Andrew G. Lampereur 0 6,486 9,729
Roger A. Roundhouse 0 4,084 6,126
  2018 Performance Shares Grant
Name Threshold Target Maximum
Randal W. Baker — 47,853 71,780
Rick T. Dillon — 10,026 15,039
Roger A. Roundhouse — 10,026 15,039
John Jeffrey Schmaling — 10,191 15,287
André L. Williams — 4,557 6,836
Theodore C. Wozniak(1)
 — — —
(1) Mr. Wozniak did not receive a fiscal 2018 Performance Shares grant due to his departure from the Company in December 2017.

Restricted Stock Units and Awards—Restricted stock units and awards granted prior to January 2017 generally vested 50% after three years with the remaining 50% vesting after five years. Restricted stock awarded in January 2018 and thereafter generally vests in equal installments over a three-year period. The Committee has the ability to vary the vesting schedule for new grants. Individuals granted restricted stock units have the ability to defer receipt and taxability of the shares beyond their normal vesting dates into the Employee Deferred Compensation Plan by providing written notice to the Company at least twelve months in advance of the award’s scheduled vest date.

Stock Options—Stock options granted to NEOs generally become 50% exercisable three years after the grant date with the remaining 50% exercisable after five years. The Committee has the ability to vary both the term and vesting schedule for new stock option grants in accordance with the plan. All options are granted following the Committee’s authorization, with an exercise price equal to the closing market price on the date of grant and have a ten-year term. Stock option back-dating or re-pricing is expressly prohibited. To the extent stock options are granted in the future, the Committee has currently determined that stock options will vest in equal installments over a three-year period. The Committee concluded that a shorter vesting period would enhance retention and the practice is more aligned with the practices of the Peer Group.

 Practices Regarding the Grant of Equity Compensation
 
The Committee has generally followed a practice of making annual option and restricted stockequity grants to its NEOs on a single date each year, when all material information is publicly available. In fiscal 2015,2018, the Committee granted thesethe equity awards at its regularly scheduled January 20152018 meeting. Performance Share grants are madeShares were granted in October 2017 near the beginning of the three-year performance period. While the vast majority of awards to NEOs have historically been made as part of our annual grant program, the Committee occasionally makes awards to NEOs or other employees at other times, such as in connection with hiring, promotions or for retention purposes. During fiscal 2014,



In August 2015, the Committee authorizedBoard approved an Investment/Matching Restricted Stock Grant Program ("the Program") for senior executives of the Company. Under this Program the Company granted one share of restricted stock or restricted stock unit (the “Matching Shares”) for every two shares of Company common stock purchased by an eligible senior executive. The maximum value of the stock that could be purchased was limited to: $5 million for the Company’s CEO and $2 million for each of the other NEOs. Contingent upon the senior executive continuing to hold the purchased shares and remaining an employee with the Company or a member of the Board, the Matching Shares cliff vest on the third anniversary of the grant date; provided, however, that the Matching Shares fully vest in the event of (a) a termination of employment without cause; (b) the death or total and permanent disability of the senior executive; or (c) material reduction in authority, responsibility or duties. The program ended in FY17. Our CEO was the only NEO to take advantage of the program in FY17. The following table summarizes the grant date fair value of restricted stock awards (based on the market price of the shares for retention purposeson the grant date) made to Mr. Lampereur (14,002 restricted shares) and Mr. Kobylinski (12,602 restricted shares). The Committee felteach NEO during each of the awards reflected the importance of retaining the key leadership team during the then pending CEO transition.last three fiscal years:

      Non-Routine Stock Awards  
Name Year  Routine Stock Awards Employment Transition Stock Awards  Retention Stock Awards 
 Matching Shares (1)
  Total Stock Awards
Randal W. Baker 2018 $2,625,009
 $—
 $—
 $—
 $2,625,009
  2017 2,374,977
 —
 —
 282,500
 2,657,477
  2016 1,150,000
 —
 —
 174,423
 1,324,423
             
Rick T. Dillon 2018 $549,987
 $—
 $—
 $—
 $549,987
  2017 357,484
 599,988
 —
 —
 957,472
             
Roger A. Roundhouse 2018 $549,987
 $—
 $—
 $—
 $549,987
  2017 337,986
 —
 —
 —
 337,986
  2016 299,000
 —
 731,100
 104,880
 1,134,980
             
John Jeffrey Schmaling(2)
 2018 $—
 $500,007
 $—
 $—
 $500,007
             
André L. Williams 2018 $249,987
 $—
 $—
 $—
 $249,987
  2017 —
 375,009
 —
 —
 375,009
             
Theodore C. Wozniak (3)
 2018 $—
 $—
 $—
 $—
 $—
  2017 179,999
 —
 —
 —
 179,999
  2016 149,998
 —
 —
 —
 149,998
(1)
The ability for NEOs to receive Matching Shares under the Program expired in March 2016 for all NEOs, with the exception of Mr. Baker who was provided matching eligibility through October 2016 in accordance with the terms of his offer letter dated February 24, 2016.
(2)
Mr. Schmaling received a new hire grant consistent with his offer letter dated January 18, 2018 which vests in equal installments over 3 years.
(3)
Mr. Wozniak did not receive a stock grant in fiscal 2018 due to his departure from the Company in December 2017.


Retirement and Other Benefits
 
We provide benefit programs to our employees, including executives and our NEOs, to attract and retain them as well as to provide a competitive total compensation program. Actuant’s benefits philosophy is to generally provide similar benefit programs for all non-bargaining unit employees, including our NEOs. However, modifications may be made in cases where IRS limits or other regulations prevent equitable treatment or for competitive positioning purposes. The following table summarizes such benefit plans and eligibility (for our U.S. employees):

20



Type of Benefit  NEOs  
Certain Other
Executives and
High Level Managers
  
Most Other
Full Time Employees
401(k) Retirement Plan  ü  ü  ü
Supplemental Executive Retirement Plan (SERP)  ü  Selectively  Not Offered
Employee Deferred Compensation Plan  ü  ü  üSelectively
Medical/Dental/Vision Insurance  ü  ü  ü
Annual Physical  ü  Selectively  Not Offered
Life and Disability Insurance  ü  ü  ü
Supplemental Life and Disability Insurance  ü  Selectively  Not Offered
Employee Stock Purchase Plan  Not Offeredü  Selectivelyü  ü
Vacation  ü  ü  ü
Tuition Reimbursement Plan  ü  ü  ü
Automobile AllowanceAllowance/Leased Vehicle  ü  Selectively  Selectively
Club DuesSelectivelyNot OfferedNot Offered
Financial Planning Services  ü  Selectively  Not Offered
Personal Use of Company Aircraft  ü  Selectively  Not Offered

401(k) Retirement Plan
 
Under our 401(k) Plan, most employees, including our NEOs, may contribute eligible compensation up to IRS limits. The Company generally provides a “core” contribution equal to 3% of eligible compensation (subject to IRS compensation and contribution limits). In addition, the Company provides a matching contribution of 100% for the first $300 contributed to the Plan, and an additional 25% match on employee elective contributions between $300 and 6% of eligible compensation. Company matching and core contributions vest 25% after two years, 50% after three years, 75% after four years and 100% after five years. In lieu of our prior matching contribution, beginning in fiscal 2019, the Company will offer a matching contribution of $0.50 for every $1 on employee elective contributions, up to 8% of eligible pay with immediate vesting. The Company may contribute an annual, discretionary contribution of up to 3% of eligible pay which will be 100% vested after 3 years of service.

Supplemental Executive Retirement Plan ("SERP")
 
The SERP covers certain executive level employees (including the NEO’s) and is designed to improve the competitive positioning of our retirement programs, reward long-service employees and support executive retention and recruiting efforts. The SERP is a nonqualified defined contribution plan and the benefit is calculated by applying a SERP multiplier to total eligible compensation in a given year (base salary plus annual paid bonus). The SERP multiplier ranges from 3-6%, and is determined by a formula that takes into account the executive’s age and years of service, and ranges from 3-6%.service. SERP contributions go intoare credited to a notional interest bearing account and vest after five years of service or when the executive turns 60. The targeted combined annual NEO retirement contribution between the SERP and 401(k) Plan is approximately 7-10.5% of cash compensation, depending on age and years of service. This level approximates the 40th percentile of peer company executive retirement benefits.
 
Employee Deferred Compensation Plan
 
We also offer a deferred compensation plan that allows U.S. employees with base salary over $120,000 to defer cash compensation and associated taxes until retirement or termination of employment. Investment options include an interest bearing account and/or a common stock account. As a result of the unfunded nature of the plan, compensation deferrals are essentially unsecured loans from employees to the Company. Each year the Committee determines the interest rate for new deferrals, taking into account current market rates. The stock account return mirrors the performance of Actuant’s stock price. Shares of common stock equal to the value of deferred contributions into that account are contributedtransferred by the Company into a rabbi trust. When distributed, deferred amounts invested in the interest account are paid out in cash while an appropriate number of shares of common stock (plus accrued dividends) are released from the rabbi trust to satisfy common stock fund distributions.

In addition, the Employee Deferred Compensation Plan allows all employees in the U.S. with annual eligible compensation in excess of $260,000,$270,000, to receive their 401(k) core contribution, calculated as if no IRS limits were in place ("Restoration Contribution"). We believe that it is not equitable, or market competitive, to limit the Company core contribution to the 401(k) Plan based on IRS compensation and contribution limits. All Company core contributions pursuant to the Deferred Compensation Plan are deemed to be invested in Actuant common stock and are credited to participant's Deferred Compensation Plan accounts.Core Contribution Stock Fund.
  


Other Benefits
 
We provide perquisites to help executives be more productive and efficient, to provide protection from potential business risk and as a competitive compensation measure. They are limited in amount, and we maintain a strict policy regarding the eligibility

21


and use of these benefits which include club dues (only provided to the CEO for customer activities as well as to facilitate certain internal business meetings and events, in addition to personal use), financial planning and use of the company airplane. Annual NEO personal use of the plane (which is reviewed by the Committee at least annually) is capped at 24 hours of flight time for the CEO and 12 hours for all other NEOs. The other benefits earned by our NEOs in fiscal 20152018 are included in the “All Other Compensation Table” on page 25.26.

Tax Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code limits the tax deductibility of compensation that we pay to NEOs (other than the chief financial officer)each NEO to $1 million in any year. This limitation does not apply to the CFO or performance based compensation for other NEOs if certain conditions are met. While the Committee generally intends for payments under certain of our incentive plans to meet the criteria for tax deductibility under the provisions of the Internal Revenue Code, the Committee retains full discretion and flexibility in structuring compensation programs that are designed to attract, reward and retain successful executives, even if not fully deductible.

Stock Ownership Requirements
Ownership of Actuant stock by our executives directly aligns their interests with shareholders. Accordingly, the Board maintains stock ownership guidelines for our NEOs equal in value to a multiple of their base salary.
 
Position 
Multiple of Base Salary
Required to be held in
Actuant Stock
CEO 5X
Other NEOs 3X

StockOur stock ownership includesrequirements include the value of “inunvested restricted stock units consistent with Peer Group practices. Additionally, the money”value of "in the money" vested options, shares held in the 401(k), employee stock purchase plan and/or deferred compensation accounts, as well as shares owned outright or by family members. It does not includemembers continue to be counted towards the value of unvested equity compensation. Executive officers have threeownership requirements. The compliance period to achieve the ownership requirement is 5 years from theirthe date of appointment to comply with the ownership requirements.

appointment. The Committee reviews each NEO's compliance with these guidelines on an annual basis, and all NEO's have either met the target ownership level, or are within the gracefive year compliance period.

To assist them in meetingExecutives are expected to hold all of their shares until the stock ownership requirement, the Company has an executive officer stock option matching program for newly hired or promoted executives. Under this program, the Company matches share purchases with an equal number of stock options that vest after five years.requirements are met. Those who have not reached their specified targets and who exercise stock options or have restricted stock vest, are required to hold at least 60% of the net50% gross value of the shares they receive so that they meet their requirementrequirements in a timely manner, with the 40%50% balance available to cover related income tax obligations.

In addition, in August 2015, the Board approved an Investment/Matching Restricted Stock Grant Program ("the Program") for senior executives of the Company for fiscal 2016. The purpose of the Program is to incentivize and retain senior executives given the expected transition in leadership with the hiring of a permanent President and Chief Executive Officer. Under the Program the Company will grant one share of restricted stock or restricted stock unit (the “Matching Shares”) for every two shares of Company common stock purchased by an eligible senior executive in October 2015, December 2015 and March 2016. The maximum value of the stock that may be purchased and subject to the Program is limited to: $5 million (maximum value of Matching Shares is $2.5 million) for the Company’s President and Chief Executive Officer and $2 million (maximum value of Matching Shares is $1 million) for each of the other NEOs. Contingent on the senior executive continuing to hold the purchased shares and remaining an employee with the Company or a member of the Board, the Matching Shares will cliff vest on the third anniversary of the grant date; provided, however, that the Matching Shares will fully vest in the event of (a) a termination of employment without cause (b) the death or total and permanent disability of the senior executive; or (c) material reduction in authority, responsibility or duties.
Anti-Hedging Policy
Actuant maintains a policy that prohibits employees from engaging in short-term or speculative transactions involving its common stock. This policy prohibits trading in Company common stock on a short-term basis, engaging in short sales, buying and selling puts and calls, and discourages the practice of purchasing the Company’s stock on margin.

22



Compensation Clawback Policy
 We have a compensation clawback policy for executive officers, which defines the economic consequences that misconduct could have on their compensation. In the event of a financial restatement due to fraud or misconduct as determined by the Board of Directors, the responsible executive must reimburse the Company for their annual cash bonus, as well as equity based awards or other performance basedperformance-based compensation paid to the executive based on the financial results that were the subject of the restatement.
Conclusion
We believe that we have designed an executive compensation program whichthat effectively links pay and performance and is in the best long-term interests of our shareholders. As indicated in our Compensation Committee Charter, we will continue to re-evaluateevaluate our executive compensation program to ensure future alignment in our compensation program and practices. Shareholder input will continue to be an important consideration in our annual executive compensation evaluation process.
 


Compensation Committee Report
 
The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K.
 
THE COMPENSATION COMMITTEE
 
Holly A. Van Deursen, Chairperson
Gurminder S. BediAlfredo Altavilla
R. Alan HunterPalmer Clarkson
E. James Ferland, Jr.
Dennis K. WilliamsRichard D. Holder


23



Summary Compensation Table
 
The following table sets forth the total compensation applicable to the fiscal years ended August 31, 2015, 20142018, 2017 and 20132016 by the NEOs:
Name & Principal Position Year 
Salary
($)
 
Stock
Awards
($) (4)
 
Option
Awards
($) (5)
 
Annual Bonus
($) (6)
 
Non-qualified
Deferred
Compensation
Earnings
($) (7)
 
All Other
Compensation
($) (8)
 
Total
($)
Robert C. Arzbaecher (1)
 2015 $217,500
 $65,000
 $3,035,000
 $—
 $78,370
 $76,388
 $3,472,258
Chairman of Board and Chief Executive Officer 2014 542,317
 —
 —
 62,900
 62,735
 122,255
 790,207
2013 850,000
 2,299,871
 —
 —
 68,113
 258,087
 3,476,071
Mark E. Goldstein (2)
 2015 $745,000
 $1,365,012
 $734,907
 $—
 $187,280
 $114,291
 $3,146,490
Former President and Chief Executive Officer 2014 667,308
 1,299,999
 699,806
 44,701
 155,227
 96,236
 2,963,277
2013 575,000
 591,493
 318,502
 —
 188,530
 138,190
 1,811,715
Brian K. Kobylinski 2015 $460,000
 $337,977
 $181,973
 $—
 $22,123
 $77,070
 $1,079,143
Executive Vice President - Energy Segment 2014 447,000
 742,498
 157,508
 59,906
 17,467
 58,390
 1,482,769
2013 430,000
 292,495
 157,505
 23,650
 18,719
 82,492
 1,004,861
Andrew G. Lampereur 2015 $482,000
 $438,750
 $236,216
 $—
 $187,311
 $73,139
 $1,417,416
Executive Vice President and Chief Financial Officer 2014 468,000
 906,285
 218,748
 22,511
 157,004
 144,209
 1,916,757
2013 450,000
 406,233
 218,765
 —
 191,648
 97,505
 1,364,151
Roger A. Roundhouse 2015 $390,000
 $276,252
 $206,393
 $—
 $—
 $52,560
 $925,205
Executive President - Engineered Solutions Segment 
 

 

 

 

 

 

 

Eugene E. Skogg (3)
 2015 $70,865
 $600,005
 $150,003
 $—
 $—
 $76,215
 $897,088
Executive Vice President - Human Resources
 
 

 

 

 

 

 

 


 

 

 

 

 

 

 

Name & Principal Position Year Salary
($)		 
Stock
Awards
($) (7)
 
Option
Awards
($) (8)
 
Annual Bonus
($) (9)
 
Non-qualified
Deferred
Compensation
Earnings
($) (10)
 
All Other
Compensation
($) (11)
 Total
($)
Randal W. Baker (1)
 2018 $867,000
 $2,625,009
 $—
 $1,028,262
 $2,226
 $134,350
 $4,656,847
President and Chief Executive Officer 2017 850,000
 1,907,495
 875,059
 496,400
 879
 120,514
 4,250,347
  2016 405,385
 1,324,423
 1,150,000
 212,500
 —
 39,641
 3,131,949
                 
Rick T. Dillon (2)
 2018 $463,500
 $549,987
 $—
 $384,798
 $—
 $157,706
 $1,555,991
Executive Vice President and Chief Financial Officer 2017 320,192
 957,472
 392,531
 183,960
 —
 409,468
 2,263,623
                 
Roger A. Roundhouse (3)
 2018 $441,000
 $549,987
 $—
 $371,016
 $906
 $82,042
 $1,444,951
Executive Vice President - Engineered Components & Systems Segment 2017 420,000
 337,986
 182,000
 299,376
 908
 54,368
 1,294,638
  2016 405,000
 1,134,980
 160,991
 —
 583
 59,709
 1,761,263
                 
John Jeffrey Schmaling (4)
 2018 $233,654
 $500,007
 $—
 $320,220
 $—
 $38,075
 $1,091,956
Executive Vice President - Industrial Tools & Services Segment                
                 
André L. Williams (5)
 2018 $330,000
 $249,987
 $—
 $234,828
 $—
 $53,888
 $868,703
Executive Vice President - Human Resources                
                 
Theodore C. Wozniak (6)
 2018 $153,231
 $—
 $—
 $—
 $45,679
 $590,496
 $789,406
Executive Vice President, Business Development 2017 415,000
 179,999
 179,966
 145,416
 45,011
 67,155
 1,032,547
  2016 405,000
 210,418
 150,004
 8,465
 47,971
 56,313
 878,171
 
(1) 
BaseMr. Baker joined the company in March 2016 and therefore his base salary forin 2016 represents actual salary earned since then. Fiscal 2016 stock awards include the non-routine awards described on page 21. Mr. Arzbaecher represents gross salary atBaker's fiscal 2016 annual bonus was the end of fiscal 2013 and actual amounts earnedminimum bonus awarded in fiscal 2014 and 2015 (as a result of his retirement from the Company as CEO in 2014, transition to non-executive chairman and then his reappointment to Chief Executive Officer in August 2015). Fiscal 2015 salary includes amounts earned as Chairman of the Board. Mr. Arzbaecher's annual salary at August 31, 2015 as Chairman and Chief Executive Officer is $800,000.offer letter dated February 24, 2016.
(2) 
BaseMr. Dillon joined the Company in December 2016 and therefore base salary for Mr. Goldstein represents grossactual salary earned since then. His annual salary at August 31, 2017 was $450,000. Mr. Dillon also received a $600,000 restricted stock grant and $200,000 option grant upon joining the end ofCompany. Further, fiscal 2013 and 2015 and actual amounts earned2017 stock awards include the non-routine awards described on page 21. Mr. Dillon's fiscal 2017 annual bonus was based on full year bonus as stated in fiscal 2014 (as a result of mid-year promotion to Chief Executive Officer).his offer letter dated November 10, 2017.
(3) 
Mr. Skogg joinedRoundhouse's fiscal 2016 stock awards include the Company in June 2015 and therefore base salary represents actual salary earned.  His annual salary at August 31, 2015 is $335,000. Mr. Skogg also received a $600,000 restricted stock grant and $150,000 option grant upon joining the Company.non-routine awards described on page 21.
(4)
Mr. Schmaling joined the company in February 2018 and therefore his base salary in 2018 represents actual salary earned since then. His annual salary at August 31, 2018 was $450,000. Mr. Schmaling also received a $250,000 restricted stock grant and $250,000 performance share grant upon joining the Company. Further, fiscal 2018 stock awards include the non-routine awards described on page 21. Mr. Schmaling's fiscal 2018 annual bonus was based on full year bonus as stated in his offer letter dated January 18, 2018.
(5)
Mr. Williams was promoted to the Executive Vice President - Human Resources position on September 6, 2017.
(6)
Mr. Wozniak departed the company on December 31, 2017 and therefore fiscal 2018 base salary represents actual salary earned prior to his departure.
(7) 
Amounts reflect the aggregate grant date fair value of restricted stock and Performance Share awards.awards and Investment/Matching Restricted Stock as described in detail under “Non-Routine Stock Awards”. The amount was determined by multiplying the grant date fair value of the award by the number of restricted shares/units granted, or the number of Performance Shares awarded (assuming a payout at target). As described on page 19, Performance Share vesting ranges from 0% to 150% of target. At August 31, 2015,2018, the value of outstanding unvested Performance Shares at the maximum payout of 150% is summarized in the following table:
Name 2015 Grant 2014 Grant 2013 Grant (a)
Robert C. Arzbaecher $—
 $—
 $2,874,868
Mark E. Goldstein 787,525
 750,002
 341,232
Brian K. Kobylinski 194,969
 168,751
 168,737
Andrew G. Lampereur 253,116
 234,390
 234,360
Roger A. Roundhouse 159,378
 —
 —
Eugene E. Skogg —
 —
 —
Name 2018 Grant 2017 Grant
Randal W. Baker $2,113,906
 $1,459,719
Rick T. Dillon 442,899
 265,227
Roger A. Roundhouse 442,899
 303,615
John Jeffrey Schmaling 450,187
 -
André L. Williams 201,305
 -
(a) Subsequent to August 31, 2015 and the completion of the three year performance period, the 2013 Performance Share grant vested at 60% of the target level.
Fiscal 2014 Stock Awards for Messrs. Kobylinski and Lampereur included $450,000 and $500,000, respectively, for retention purposes as described on page 20.

24



(5)(8) 
The amountsAmounts represent the aggregate grant date fair value of options utilizing a binomial pricing model. The amounts do not represent the realized or unrealized earnings or value earned in the respective year. Actual realization of value or earnings under equity compensation plans is related to common stock share price appreciation. No option grants were made in fiscal 2018.
(6)(9) 
Reflects amounts earned under the Annual Bonus plan. Amounts are paid in the first quarter of the subsequent fiscal year. For additional information on the Annual Bonus plan, see page 18.
(7)(10) 
Reflects the portion of interest earned in the Employee Deferred Compensation Plan and Supplemental Executive Retirement Plan that exceeds the SEC benchmark “market” rate of 2.28%, 3.09% and 3.55% in 2016, 2017 and 2018, respectively (120% of the applicable federal long term rate). See page 22 for information on the Employee Deferred Compensation Plan, and page 30 for NEO activity in this plan.
(8)(11) 
Reflects all other compensation, as summarized in the following table:
Name
Year
401(k)
Core &
Match

401(k) Restoration Contribution (1)
SERP (2)
Automobile
Allowance
 

Other Bonus (3)
 
Supple-
mental
Life &
Disability
Insurance
 
Executive
Physical
 
Personal
Use of
Company
Plane (4)
 
Club
Dues
 
Financial
Planning
 Relocation Benefits Total
Robert C. Arzbaecher
2015
$7,101

$1,751

$12,497

$11,105
 $—
 $4,534
 $4,200
 $35,200
 $—
 $—
 $—
 $76,388


2014
10,666

8,620

32,539

9,810
 —
 6,656
 —
 37,600
 12,088
 4,276
 —
 122,255


2013
11,475

46,821

108,642

9,910
 —
 6,656
 17,142
 43,200
 10,405
 3,836
 —
 258,087
Mark E. Goldstein
2015
$11,925

$15,735

$47,013

$11,079
 $—
 $5,840
 $8,677
 $9,600
 $3,445
 $977
 $—
 $114,291


2014
11,700

12,369

40,038

11,931
 —
 5,840
 7,052
 —
 2,676
 4,630
 —
 96,236


2013
11,475

23,397

51,495

11,988
 —
 5,840
 5,754
 19,000
 3,533
 5,708
 —
 138,190
Brian K. Kobylinski 2015 $11,925
 $7,691
 $30,954
 $14,017
 $—
 $3,551
 $—
 $—
 $—
 $8,932
 $—
 $77,070

 2014 11,700
 6,313
 23,271
 13,486
 —
 3,620
 —
 —
 —
 —
 —
 58,390

 2013 11,475
 13,271
 34,618
 13,096
 —
 2,736
 4,459
 —
 —
 2,837
 —
 82,492
Andrew G. Lampereur 2015 $11,925
 $7,226
 $30,012
 $11,724
 $—
 $3,371
 $—
 $6,000
 $—
 $2,881
 $—
 $73,139

 2014 11,700
 8,474
 32,248
 10,437
 75,000
 3,371
 —
 —
 —
 2,979
 —
 144,209

 2013 11,475
 15,917
 46,834
 11,458
 —
 3,371
 4,225
 —
 —
 4,225
 —
 97,505
Roger A. Roundhouse 2015 $11,858
 $4,540
 $16,453
 $4,791
 $—
 $2,746
 $7,172
 $—
 $—
 $5,000
 $—
 $52,560
Eugene E. Skogg 2015 $4,978
 $—
 $4,163
 $—
 $50,000
 $—
 $—
 $—
 $—
 $—
 $17,074
 $76,215
Name Year 401(k) Core and Match 
401(k) Restoration (1)
 
SERP (2)
 Automobile Allowance Supplemental Life & Disability Insurance Executive Physical 
Personal Use of Company Plane (3)
 Club Dues Financial Planning Relocation Expense 
 Other (4)
 Total
Randal W. Baker 2018 $12,375
 $32,625
 $54,301
 $10,414
 $4,083
 $7,753
 $12,800
 $—
 $—
 $—
 $—
 $134,350
  2017 12,150
 23,925
 42,500
 7,182
 4,083
 4,874
 25,800
 —
 —
 —
 —
 120,514
  2016 12,150
 4,212
 16,215
 —
 2,739
 4,325
 —
 —
 —
 —
 —
 39,641
                           
Rick T. Dillon 2018 $12,375
 $11,184
 $19,284
 $12,303
 $4,936
 $6,086
 $15,500
 $—
 $6,310
 $69,728
 $—
 $157,706
  2017 12,150
 10,656
 9,606
 —
 —
 —
 12,000
 —
 —
 65,056
 300,000
 409,468
                           
Roger A. Roundhouse 2018 $12,375
 $13,893
 $29,324
 $17,226
 $4,838
 $—
 $—
 $—
 $4,385
 $—
 $—
 $82,041
  2017 12,150
 4,494
 16,592
 10,633
 3,916
 —
 —
 —
 6,583
 —
 —
 54,368
  2016 12,150
 4,044
 15,992
 9,479
 3,577
 7,507
 —
 —
 6,960
 —
 —
 59,709
                           
John Jeffrey Schmaling 2018 $10,090
 $—
 $9,346
 $16,053
 $2,586
 $—
 $—
 $—
 $—
 $—
 $—
 $38,075
                           
André L. Williams 2018 $12,107
 $3,703
 $19,672
 $8,272
 $2,572
 $7,562
 $—
 $—
 $—
 $—
 $—
 $53,888
                           
Theodore C. Wozniak 2018 $—
 $—
 $—
 $13,625
 $—
 $6,168
 $—
 $—
 $—
 $7,665
 $563,038
 $590,496
  2017 12,150
 4,650
 25,200
 11,744
 4,610
 —
 8,800
 —
 —
 —
 —
 67,155
  2016 12,150
 4,072
 20,025
 11,692
 4,049
 4,325
 —
 —
 —
 —
 —
 56,313
 
(1) 
Represents Company Restoration Contribution to the Employee Deferred Compensation Plan, as described on page 21 for information.22.
(2) 
Represents Company contribution to the SERP plan.plan as described on page 22.
(3)
Represents a one time transaction bonus related to the sale of the former Electrical segment which was completed in fiscal 2014 (Mr. Lampereur) and a sign-on bonus in fiscal 2015 (Mr. Skogg).
(4) 
The income for personal use of the Company plane was determined by calculating the incremental cost including fuel, pilot and other variable costs.
(4)
Represents termination/severance amounts in fiscal 2018 for Mr. Wozniak and sign-on bonus in fiscal 2017 for Mr. Dillon.


25



Grants of Plan-Based Awards
 
The following table sets forth the equity compensation awards in fiscal 2018, as well as the potential range of payouts for fiscal 20152018 under the Annual Bonus plan, as well as equity compensation awards in fiscal 2015:plan:
 
  Grant
Date		 Estimated Future Payouts Under Annual Bonus (1) Estimated Future Vesting
Under Equity
Incentive Plan Awards (2)		 All Other
Stock
Awards:
Number
of Shares
(#) (3)		 All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) (4)		 Exercise
or Base
Price of
Option
Awards
($/Sh)		 Grant Date
Fair Value
of Stock
and Option
Awards
($) (5)
Name Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 Maximum
(#)		 
Robert C. Arzbaecher 1/20/2015 $—
 $—
 $—
 —
 —
 —
 2,829
 —
 —
 $65,000

 1/20/2015 —
 —
 —
 —
 —
 —
 —
 3,875
 $22.98
 35,000

 8/25/2015 —
 —
 —
 —
 —
 —
 —
 392,106
 19.77
 3,000,000
Mark E. Goldstein (6)
 10/29/2014 —
 —
 —
 0
 20,180
 30,270
 —
 —
 —
 $630,020

 1/20/2015 —
 —
 —
 —
 —
 —
 —
 81,385
 $22.98
 734,907

 1/20/2015 —
 —
 —
 —
 —
 —
 31,984
 —
 —
 734,992

 n/a $0
 $745,000
 $1,862,500
 

 

 

 

 

 

 

Brian K. Kobylinski 10/29/2014 —
 —
 —
 0
 4,996
 7,494
 —
 —
 —
 $155,975

 1/20/2015 —
 —
 —
 —
 —
 —
 —
 20,152
 $22.98
 181,973

 1/20/2015 —
 —
 —
 —
 —
 —
 7,920
 —
 —
 182,002

 n/a $0
 $276,000
 $690,000
 

 

 

 

 

 

 

Andrew G. Lampereur 10/29/2014 —
 —
 —
 0
 6,486
 9,729
 —
 —
 —
 $202,493

 1/20/2015 —
 —
 —
 —
 —
 —
 —
 26,159
 $22.98
 236,216

 1/20/2015 —
 —
 —
 —
 —
 —
 10,281
 —
 —
 236,257

 n/a $0
 $313,300
 $783,250
 

 

 

 

 

 

 

Roger A. Roundhouse 10/29/2014 —
 —
 —
 0
 4,084
 6,126
 —
 —
 —
 $127,502

 1/20/2015 —
 —
 —
 —
 —
 —
 6,473
 —
 —
 148,750

 1/20/2015 —
 —
 —
 —
 —
 —
 —
 16,471
 $22.98
 148,733

 4/6/2015 —
 —
 —
 —
 —
 —
 —
 6,000
 24.46
 57,660

 n/a $0
 $214,500
 $536,250
 

 

 

 

 

 

 

Eugene E. Skogg (7)
 7/21/2015 —
 —
 —
 —
 —
 —
 26,144
 —
 —
 $600,005

 7/21/2015 —
 —
 —
 —
 —
 —
 —
 16,630
 $22.95
 150,003

 n/a $0
 $167,500
 $418,750
 

 

 

 

 

 

 

  Grant
Date		 
Estimated Future Payouts Under Annual Bonus (1)
 
Estimated Future Vesting
Under Equity
Incentive Plan Awards (2)
 
All Other
Stock
Awards:
Number
of Shares
(#) (3)
 
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) (4)
 Exercise
or Base
Price of
Option
Awards
($/Sh)		 
Grant Date
Fair Value
of Stock
and Option
Awards
($) (5)
Name Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 Maximum
(#)		 
Randal W. Baker 10/17/2017 —
 —
 —
 —
 22,661
 33,992
 —
 —
 $28.96
 $656,263
  10/17/2017 —
 —
 —
 —
 25,192
 37,788
 —
 —
 26.05
 656,252
  1/22/2018 —
 —
 —
 —
 —
 —
 50,191
 —
 26.15
 1,312,495
  n/a —
 $867,000
 $1,734,000
              
Rick T. Dillon 10/17/2017 —
 —
 —
 —
 4,748
 7,122
 —
 —
 $28.96
 $137,502
  10/17/2017 —
 —
 —
 —
 5,278
 7,917
 —
 —
 26.05
 137,492
  1/22/2018 —
 —
 —
 —
 —
 —
 10,516
 —
 26.15
 274,993
  n/a —
 $324,450
 $648,900
              
Roger A. Roundhouse 10/17/2017 —
 —
 —
 —
 4,748
 7,122
 —
 —
 $28.96
 $137,502
  10/17/2017 —
 —
 —
 —
 5,278
 7,917
 —
 —
 26.05
 137,492
  1/22/2018 —
 —
 —
 —
 —
 —
 10,516
 —
 26.15
 274,993
  n/a —
 $264,600
 $529,200
              
John Jeffrey Schmaling(6)
 2/12/2018 —
 —
 —
 —
 4,826
 7,239
 —
 —
 $25.90
 $124,993
  2/12/2018 —
 —
 —
 —
 5,365
 8,048
 —
 —
 23.30
 125,005
  2/12/2018 —
 —
 —
 —
 —
 —
 10,730
 —
 23.30
 250,009
  n/a —
 $270,000
 $540,000
              
André L. Williams 10/17/2017 —
 —
 —
 —
 2,158
 3,237
 —
 —
 $28.96
 $62,496
  10/17/2017 —
 —
 —
 —
 2,399
 3,599
 —
 —
 26.05
 62,494
  1/22/2018 —
 —
 —
 —
 —
 —
 4,780
 —
 26.15
 124,997
  n/a —
 $198,000
 $396,000
 —
 —
 —
 —
 —
 —
 —
Theodore C. Wozniak n/a —
 —
 —
              
  
(1) 
These columns show the range of payouts under the fiscal 20152018 Annual Bonus plan described on page 17.18. The actual bonuses earned under this plan are included in the Summary Compensation Table on page 24.
25. Since Mr. Wozniak departed the Company effective December 2017, he was not eligible for a 2018 bonus and therefore bonus payout ranges are not provided.
(2) 
Reflects Performance Shares granted in fiscal 20152018 under the Company’s 20092017 Omnibus Plan. Refer to page 19 “Equity Compensation-Performance Based Restricted Stock” for further details on these awards.
(3) 
Reflects restricted stock granted in fiscal 20152018 under the Company’s 20092017 Omnibus Plan.
(4) 
Reflects the grant of stock options under the Company’s 2009 Omnibus Plan.No option grants were made in fiscal 2018
(5) 
The fair value of restricted stock awards is based on the market price of the shares on the grant date or a simulation model (Monte Carlo), depending on the type of performance condition, while the fair value of the option awards is determined using a binomial pricing model. Refer to our Annual Report on Form 10-K for details regarding assumptions utilized to value share based awards.
(6) 
In connection with his resignation from the Company in September 2015, Mr. Goldstein forfeited all equity awards granted on October 29, 2014 and January 20, 2015.
(7)
Mr. SkoggSchmaling joined the Company in June 2015, thereforeFebruary 2018, but his annual bonus opportunity was not pro-rated based on actual months employed (approximately $35,500 at target).employed. Mr. SkoggSchmaling also received a $600,000$250,000 restricted stock grant and $150,000 option$250,000 performance share grant on July 21, 2015, upon joining the Company.

26



Outstanding Equity Awards at Fiscal Year-End
     
The following table summarizes the outstanding equity incentive plan awards held by each NEO at August 31, 2015:2018:
  Option Awards Stock Awards  Performance Awards (2)
Name 
Date of
Grant
 
Number of
Securities
Underlying
Options (#)
Exercisable
 
Number of
Securities
Underlying
Options (#)
Unexercisable
  
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (1)
  
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (1)
Robert C. Arzbaecher 1/12/2006 150,000
 —
  $28.11
 1/12/2016
 —
 —
  —
 —

 1/14/2008 170,000
 —
  28.36
 1/14/2018
 —
 —
  —
 —

 1/12/2010 66,650
 —
  19.20
 1/12/2020
 —
 —
  —
 —

 1/14/2011 56,900
 56,900
(4) 27.77
 1/14/2021
 15,400
 $330,176
(4) —
 —

 10/17/2012 —
 —
  —
 —
 —
 —
  78,117
 $1,674,828
  1/20/2015 —
 3,875
(6) 22.98
 1/20/2025
 2,829
 60,653
(6) —
 —
  8/22/2015 —
 392,106
(7) 19.77
 8/25/2025
 —
 —
  —
 —
Mark E. Goldstein (3)
 1/12/2006 42,500
 —
  $28.11
 1/12/2016
 —
 —
  —
 —

 7/6/2006 5,000
 —
  24.77
 7/6/2016
 —
 —
  —
 —

 1/16/2007 50,000
 —
  23.64
 1/16/2017
 —
 —
  —
 —

 1/14/2008 50,000
 —
  28.36
 1/14/2018
 —
 —
  —
 —

 1/9/2009 100,000
 —
  18.33
 1/9/2019
 —
 —
  —
 —

 1/12/2010 44,000
 —
  19.20
 1/12/2020
 —
 —
  —
 —

 1/14/2011 51,800
 —
  27.77
 1/14/2021
 —
 —
  —
 —

 1/9/2012 36,400
 —
  22.87
 1/9/2022
 —
 —
  —
 —

 10/17/2012 —
 —
  —
 —
 —
 —
  9,272
 $198,792

 1/14/2013 30,280
 —
  28.70
 1/14/2023
 —
 —
  —
 —

 10/22/2013 —
 —
  —
 —
 —
 —
  15,036
 322,371

 1/14/2014 47,202
 —
  36.88
 1/14/24
 —
 —
  —
 —
Brian K. Kobylinski 1/14/2008 32,000
 —
  $28.36
 1/14/2018
 —
 —
  —
 —
  1/9/2009 75,000
 —
  18.33
 1/9/2019
 —
 —
  —
 —
  1/12/2010 25,900
 —
  19.20
 1/12/2020
 —
 —
  —
 —
  1/14/2011 11,400
 11,400
(4) 27.77
 1/14/2021
 3,100
 $66,464
(4) —
 —
  1/9/2012 9,000
 9,000
(4) 22.87
 1/9/2022
 3,450
 73,968
(4) —
 —
  4/9/2012 —
 —
  —
 —
 —
 —
  —
 —
  10/17/2012 —
 —
  —
 —
 —
 —
  4,585
 $98,302
  1/14/2013 —
 14,974
(5) 28.70
 1/14/2023
 5,488
 117,663
(5) —
 —
  10/22/2013 —
 —
  —
 —
 —
 —
  3,383
 72,532
  1/13/2014 —
 10,972
(5) 35.71
 1/13/2024
 17,012
 364,737
(5) —
 —
  10/29/2014 —
 —
  —
 —
 —
 —
  4,996
 107,114
  1/20/2015 —
 20,152
(5) 22.98
 1/20/2025
 7,920
 169,805
(5) —
 —
Andrew G. Lampereur 1/12/2006 37,500
 —
  $28.11
 1/12/2016
 —
 —
  —
 —
  1/16/2007 42,500
 —
  23.64
 1/16/2017
 —
 —
  —
 —
  1/14/2008 50,000
 —
  28.36
 1/14/2018
 —
 —
  —
 —
  1/9/2009 92,000
 —
  18.33
 1/9/2019
 —
 —
  —
 —
  1/12/2010 44,400
 —
  19.20
 1/12/2020
 —
 —
  —
 —
  1/14/2011 18,500
 18,500
(4) 27.77
 1/14/2021
 5,000
 $107,200
(4) —
 —
  1/9/2012 12,900
 12,900
(4) 22.87
 1/9/2022
 4,950
 106,128
(4) —
 —
  10/17/2012 —
 —
  —
 —
 —
 —
  6,368
 $136,530
  1/14/2013 —
 20,798
(5) 28.70
 1/14/2023
 7,622
 163,416
(5) —
 —
  10/22/2013 —
 —
  —
 —
 —
 —
  4,699
 100,747
  1/13/2014 —
 15,238
(5) 35.71
 1/13/2024
 20,128
 431,544
(5) —
 —
  10/29/2014 —
 —
  —
 —
 —
 —
  6,486
 139,060
  1/20/2015 —
 26,159
(5) 22.98
 1/20/25
 10,281
 220,425
(5) —
 —

27


 Option Awards Stock Awards 
Performance Awards (2)
Name 
Date of
Grant
 
Number of
Securities
Underlying
Options (#)
Exercisable
 
Number of
Securities
Underlying
Options (#)
Unexercisable
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (1)
 
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (1)
Randal W. Baker 3/21/2016 —
 120,441
 $24.42
(4)3/21/2026
 47,092
 $1,386,859
(4) —
 —
 4/4/2016 —
 —
 —
 —
 2,031
 59,813
(6) —
 —
 7/11/2016 —
 —
 —
 —
 5,397
 158,942
(6) —
 —
 10/14/2016 —
 —
 —
 —
 12,500
 368,125
(6) —
 —
 10/18/2016 —
 —
 —
 —
 —
 —
 33,044
 $973,146
 1/16/2017 —
 73,130
 26.95
(4)1/16/2027
 21,646
 637,475
(5) —
 —
 10/17/2017 —
 —
 —
 —
 —
 —
 47,853
 1,409,271
 1/22/2018 —
 —
 —
 —
 50,191
 1,478,125
(5) —
 —
Rick T. Dillon 12/27/2016 —
 18,980
 $26.95
(4)12/27/2026
 11,131
 $327,808
(3) —
 —
 1/16/2017 —
 16,090
 26.95
(4)1/16/2027
 4,762
 140,241
(5) 6,004
 $176,818
 Option Awards Restricted Stock Awards Performance Awards (2) 10/17/2017 —
 —
 —
 —
 —
 —
 10,026
 295,266
 
Date of
Grant
 
Number of
Securities
Underlying
Options (#)
Exercisable
 
Number of
Securities
Underlying
Options (#)
Unexercisable
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (1)
 Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)		 Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (1)		 1/22/2018 —
 —
 —
 —
 10,516
 309,696
(5) —
 —
Roger A. Roundhouse 5/5/2014 2,493
 4,838
(7) $33.93
 5/5/2024
 1,945
 $41,701
(7) —
 —
 5/5/2014 7,331
 —
 $33.93
 5/5/2024
 —
 —
 —
 —

 10/29/2014 —
 —
 —
 —
 —
 —
 4,084
 $87,561
 1/20/2015 8,236
 8,235
 22.98
(4)1/20/2025
 3,236
 $95,300
(4) —
 —

 1/20/2015 

 16,471
(5) 22.98
 1/20/2025
 6,473
 138,781
(5) —
 —
 4/6/2015 —
 6,000
 24.46
(7)4/6/2025
 —
 —
 —
 —

 4/6/2015 —
 6,000
(8) 24.46
 4/6/2025
 —
 —
 —
 —
 10/30/2015 —
 —
 —
 —
 4,600
 135,470
(6) —
 —
Eugene E. Skogg 7/21/2015 —
 16,630
(5) $22.95
 7/21/2025
 19,608
 $420,396
(7) —
 —

 7/21/2015 —
 —
 —
 —
 6,536
 140,132
(5) —
 —
 1/19/2016 —
 19,430
 21.41
(4)1/19/2026
 7,519
 221,435
(4) —
 —
 3/17/2016 —
 —
 —
 —
 6,668
 196,373
(5) 10,000
 $294,500
 10/18/2016 —
 —
 —
 —
 —
 —
 6,873
 202,410
 1/16/2017 —
 15,210
 26.95
(4)1/16/2027
 4,502
 132,584
(5) —
 —
 10/17/2017 —
 —
 —
 —
 —
 —
 10,026
 295,266
 1/22/2018 —
 —
 —
 1/22/2028
 10,516
 309,696
(5) —
 —
John Jeffrey Schmaling 2/12/2018 —
 —
 —
 —
 10,730
 $315,999
(5) 10,191
 $300,125
André L. Williams 1/16/2017 —
 —
 —
 —
 9,277
 $273,208
(5) —
 —
 10/17/2017 —
 —
 —
 —
 —
 —
 4,557
 $134,204
 1/22/2018 —
 —
 —
 —
 4,780
 140,771
(5) —
 —
Theodore C. Wozniak 1/9/2009 4,250
 —
 —
(8)1/9/2019
 —
 —
 —
 —
 1/12/2010 9,250
 —
 —
(8)1/12/2020
 —
 —
 —
 —
 1/14/2011 15,700
 —
 —
(8)1/14/2021
 —
 —
 —
 —
 1/9/2012 12,000
 —
 —
(8)1/9/2022
 —
 —
 —
 —
 1/14/2013 9,982
 —
 —
(8)1/14/2023
 —
 —
 —
 —
 1/19/2016 18,104
 —
 —
(8)1/19/2026
 —
 —
 —
 —
 1/16/2017 15,040
 —
 —
(8)1/16/2027
 —
 —
 —
 —
                          
(1) 
Market value of restricted stock awards and Performance Shares has been computed by multiplying the $21.44$29.45 closing price of the Company’s common stock on August 31, 20152018 (the last trading day of fiscal 2015)2018) by the number of shares awarded.
(2) 
AwardsWith the exception of the March 17, 2016 grant to Mr. Roundhouse, awards represent Performance Shares (at target) that include a three-year performance period and vest based on achievement of an absolute Free Cash Flow Conversion target and the Company’s relative TSR percentile relative to the S&P 600 SmallCap Industrial Index. Subsequent to August 31, 20152018 and the completion of the three year performance period, the 20132016 Performance Share grant (granted on October 17, 2012)19, 2015) vested at 60%109% of the target level. See “Equity Compensation-Performance Based Restricted Stock” on page 19 for additional details. The March 17, 2016 award to Mr. Roundhouse vests on March 17, 2019 if certain segment-specific EBITDA targets are achieved by August 31, 2018.
(3) 
Mr. Goldstein resigned from the CompanyRestricted stock vests in September 2015. Asequal installments over a result, equity awards dated October 29, 2014 and January 20, 2015 were forfeited while all remaining unvested options and restricted stock awards vested (as displayed in the above table). Outstanding Performance Shares were also vested, with respect to the service period, but are still subject to the remaining performance conditions.two year period.
(4)
Remaining stock options and restricted stock vest on the fifth anniversary of the grant date
(5) 
Fifty percent of the share based award vests on the third anniversary and the balance on the fifth anniversary of the grant date.
(6)(5) 
Stock options and restrictedRestricted stock granted to Mr. Arzbaecher, as Chairman of the Board, vest over eleven months.
(7)
Stock options and restricted stock vestvests in equal annual installments over a three year period.
(8)(6)
Restricted stock received in connection with the Investment/Matching Restricted Stock Program vests on the third anniversary of the grant date.
(7) 
Stock options become exercisable on the fifth anniversary of the grant date.
(8)
Mr. Wozniak departed the Company in December 2018. As a condition of his termination, all of Mr. Wozniak's unvested restricted stock and stock options were fully vested.




Equity Awards Exercised and Vested in Fiscal 20152018
 
The grant date fair value of equity compensation awards in each of the past three fiscal years is included in the Summary Compensation Table on page 24.25. However, this does not reflect the actual value realized on past awards, which may be more or less than the target values, depending on the appreciation in the price of the Company’s common stock. The following table summarizes the number of shares and the actual value realized by each NEO upon the exercise of options and vesting of restricted stock during fiscal 2015.2018.
 
  Option Awards Stock Awards
Name 
Number of Shares
Acquired on  Exercise (#)
 
Value
Realized on
Exercise ($)(1)
 
Number of Shares
Acquired on  Vesting (#)
 
Value Realized
on Vesting ($)(1)
Robert C. Arzbaecher —
 $—
 83,040
 $2,454,219
Mark E. Goldstein —
 —
 21,410
 576,127
Brian K. Kobylinski —
 —
 11,170
 298,836
Andrew G. Lampereur —
 —
 17,061
 453,611
Roger A. Roundhouse —
 —
 1,002
 23,777
Eugene E. Skogg —
 —
 —
 —
  Option Awards Stock Awards
Name 
Number of Shares
Acquired on  Exercise (#)
 
Value
Realized on
Exercise ($)(1)
 
Number of Shares
Acquired on  Vesting (#)
 
Value Realized
on Vesting ($)(1)
Randal W. Baker —
 $—
 10,822
 $101,175
Rick T. Dillon —
 —
 13,513
 121,921
Roger A. Roundhouse —
 —
 15,156
 132,253
John Jeffrey Schmaling —
 —
 —
 —
André L. Williams —
 —
 4,638
 47,574
Theodore C. Wozniak 7,000
 69,440
 34,538
 311,570
   
(1) 
Value realized on exercise of stock options reflects the difference between the option exercise price and the market price at exercise multiplied by the number of shares, while the value realized on the vesting of restricted stock awards reflects the number of shares vested multiplied by the market price of the stock on the vest date.

28




Employee Deferred Compensation
 
NEO’s participate in the Company’s Employee Deferred Compensation Plan and Supplemental Executive Retirement Plan (see page 2122 for a description of the plans). 
Name 
NEO
Contributions
in Fiscal 2015 (1)
 
Actuant
Contributions
 
Aggregate
Investment Earnings
in Fiscal 2015
 
Aggregate
Withdrawals
and
Distributions
 
Aggregate
Balance at
August 31,
2015 (4)
 
NEO
Contributions
in Fiscal 2018 (1)
 
Actuant
Contributions
 
Aggregate
Investment Earnings
in Fiscal 2018
 
Aggregate
Withdrawals
and
Distributions
 
Aggregate
Balance at
August 31,
2018 (4)
Interest (2) Other (3) 
Interest (2)
 
Other (3)
 
Robert C. Arzbaecher            
Randal W. Baker            
Deferred Compensation $527,313
 $1,751
 $112,007
 $(673,790) $—
 $3,089,365
 $43,056
 $32,625
 $5,016
 $3,386
 $—
 $174,534
Supplemental Executive Retirement —
 12,497
 42,938
 —
 —
 595,597
 —
 54,301
 3,406
 —
 —
 117,385
Mark E. Goldstein            
Deferred Compensation $497,735
 $15,735
 $338,985
 $(304,005) $—
 $5,353,705
Supplemental Executive Retirement —
 47,013
 19,768
 —
 —
 324,400
Brian K. Kobylinski            
Deferred Compensation $204,344
 $7,691
 $41,448
 $(34,689) $—
 $853,887
Supplemental Executive Retirement —
 30,954
 11,874
 —
 —
 200,083
Andrew G. Lampereur            
Rick T. Dillon            
Deferred Compensation $88,537
 $7,226
 $344,249
 $(57,103) $—
 $4,741,165
 $6,061
 $11,184
 $105
 $1,050
 $—
 $29,055
Supplemental Executive Retirement —
 30,012
 15,145
 —
 —
 243,780
 —
 19,284
 518
 —
 —
 29,407
Roger A. Roundhouse 
 
 
 
 
 
            
Deferred Compensation $—
 $—
 $—
 $—
 $—
 $—
 $—
 $13,893
 $—
 $2,754
 $—
 $31,346
Supplemental Executive Retirement —
 16,453
 233
 —
 —
 20,926
 —
 29,324
 3,518
 —
 —
 89,991
Eugene E. Skogg 
 
 
 
 
 
John Jeffrey Schmaling            
Deferred Compensation $—
 $—
 $—
 $—
 $—
 $—
 $—
 $—
 $—
 $—
 $—
 $—
Supplemental Executive Retirement —
 4,163
 —
 —
 —
 4,163
 —
 9,346
 —
 —
 —
 9,346
André L. Williams            
Deferred Compensation $43,154
 $3,703
 $746
 $—
 $—
 $47,603
Supplemental Executive Retirement —
 19,672
 —
 —
 —
 19,672
Theodore C. Wozniak            
Deferred Compensation $36,266
 $—
 $70,362
 $71,400
 $—
 $1,375,176
Supplemental Executive Retirement —
 —
 16,973
 —
 —
 252,495
  
(1) 
NEO contributions include employee elective deferrals of base salary, annual bonus or restricted stock units (in accordance with the 20092017 Omnibus Incentive Plan). NEO contributions in fiscal 2015 included the deferred receipt of restricted stock units by Mr. Arzbaecher ($468,940) and Mr. Goldstein ($327,616).
(2) 
Interest was earned on deferred balances at various rates based on the year that eligible compensation was deferred, with a rate of 5.92%6.02% for calendar 20152018 contributions. While the interest rates are above the SEC benchmark “market” rate (120% of the applicable federal long-term rate), the Company believes the rates are appropriate as they are reflective of the unsecured and unfunded nature of the Employee Deferred Compensation Plan and Supplemental Executive Retirement Plan. The rates are intended to approximate the rates the Company would pay for similar unsecured loans on the open market. Only the difference between the interest credited to the participant’s account and the SEC benchmark “market” rate of 3.71%3.55% is included under the caption “Non-qualified Deferred Compensation Earnings” in the Summary Compensation Table on page 24.
25.
(3) 
Represents gain(loss)gain (loss) on Actuant stock and reinvested dividends included in each NEO’s deferred compensation account.
(4) 
The aggregate balance of August 31, 2015 includes2018 represents the balance in each NEO’s participant account.


Equity Compensation Plan Information
 
The following table summarizes information, as of August 31, 2015,2018, relating to our equity compensation plans pursuant to which grants of options, restricted shares or other rights to acquire shares may be granted from time to time.
 
Plan Category 
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights (1)
 
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights
 
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in First
Column) (2)
 
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights (1)
 
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights
 
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in First
Column) (2)
Equity compensation plans approved by security holders (1) 5,049,931
 $24.47
 3,069,211
 2,922,813
 $25.40
 4,677,163
Equity compensation plans not approved by security holders —
 —
 —
 —
 —
 —
 5,049,931
 $24.47
 3,069,211
 2,922,813
 $25.40
 4,677,163
(1) 
The number of securities to be issued upon exercise of outstanding options, warrants and rights includes 3,541,3761,612,535 stock options at a weighted average exercise price of $24.20, 311,287$25.36, 156,541 stock appreciation rights at a weighted average exercise price of $23.94$25.83 (the number of actual shares issued will vary based on the stock price on the date of exercise), 1,001,106951,883 restricted stock units 28,147 restricted stock awards and 168,015201,854 Performance Shares (at target).

29


(2) 
The number of securities remaining available for future issuance under equity compensation plans include 2,700,7934,408,499 shares under the 20092017 Omnibus Plan, 82,93944,349 shares under the Actuant Corporation Deferred Compensation Plan and 285,479224,315 shares under the Actuant Corporation 2010 Employee Stock Purchase Plan.

Change In Control Payments and Other Separation Agreements

TheOther than the separation agreements noted below, the Company does not have employment contracts with any of its NEOs. Whether and to what extent the Company would provide severance benefits to any NEOs upon termination (other than due to a change in control) is discretionary.
 
Change in Control Arrangements
 
Change in control agreements are in place with each of the NEOs providing certain benefits upon termination of employment following both a change in control and a triggering event. TheseSuch agreements are in placeintended to encourage executives to consider the best interests of shareholders by alleviating any concerns about their own personal financial well-being in the face of a potential change in control of the Company.
 
A triggering event is defined as:
 
a material reduction in the base salary or annual bonus opportunity, or material reduction in the total value of the fringe benefits received by the executive from the Company from prior levels received at the time of a change in control or during the six month period prior to the change in control;
a material reduction in authority and responsibility or a material decrease in the same for the supervisor to whom the executive reports, from the levels existing at the time of a change in control or the six month period prior to the change in control; or
a change in the location or headquarters where the executive is expected to work that is 40 or more miles from the previous location existing at the time of the change in control or during the six month period preceding the change in control.

A change in control is defined as:
 
the acquisition by a person or group of more than 50% of our common stock;
the acquisition by a person or group of assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross market value of all of the assets of the Company immediately before such acquisition; or
the acquisition by a person or group of 30% or more of the total voting power of the stock of the Company; or
a change in the majority of our Board without the endorsement of the existing Board members.

The terms of the change in control agreements do not vary by executive, and there are no excise tax gross-ups.  The agreement statesagreements state that if the Company terminates the executive’s employment within a period beginning six months prior to, and up to 24 months after a change of control (the “Triggering Event Period”), that executive is entitled to receive a lump sum payment equal to two times annual base salary and annual bonus. In addition,plus the executive would continue to receive welfare benefits and perquisites available to that NEO at the timegreater of termination for(i) two years.

The base salary and the annual bonus used to determine the payout would be the highest annual base salary in the two years prior to the change in control andtimes the highest annual bonus earned inby the executive during the three complete fiscal years prior toimmediately preceding the change in control.termination of employment or (ii) two times the amount of the target annual bonus for the executive during the three complete fiscal years immediately preceding the termination of employment.  The lump sum payment would be payable within 20 days after termination of employment. The multiples to be paid in the event of a change-in-control were not determined in relation to the overall compensation guidelines,guideline, but rather as part of an objective to attract and retain NEOs.  In addition, the executive would continue to receive welfare benefits and perquisites available to that NEO at the time of termination for two years following termination of employment.




In addition, if the Company terminates the executive within the Triggering Event Period, any outstanding equity or long-term incentive awards held by the executive immediately prior to termination shall be fully vested  (at target level for performance-based awards)  and, with respect to any stock options, stock appreciation rights or similar awards the executive shall have the full duration of the original exercise period to exercise such award. 

Certain of our equity compensation plans also contain change in control provisions. Our 1996, 2001 and 2002 Stock Option PlansPlan and 2009 Omnibus Plan allow the Committee to either provide for equivalent substitute options to be granted upon a change in control or the cash-out of options previously granted under such plan based on the fair market value of the stock at the time of such settlement, or, with respect to certain awards, the highest fair market value per share of stock during the 60-day period immediately preceding the change in control. Any stock option deferral program that remains in existence requires distribution of all deferred shares as soon as practicable after the date of a change in control.


30


Taking into account the specific terms of each NEO’s change in control agreement, the following table provides the estimated payments upon a change in control for the NEOs as if their employment had been terminated by the Company or by the NEO on August 31, 20152018 after a triggering event:
 
Name 
Base
Salary
 
Annual
Bonus (1)
 
Stock
Options (2)
 
Stock
Awards (3)
 Benefits (4) Total
Robert C. Arzbaecher $1,700,000
 $125,800
 $654,817
 $2,065,658
 $57,749
 $4,604,024
Brian K. Kobylinski 920,000
 119,812
 —
 1,070,585
 60,231
 2,170,628
Andrew G. Lampereur 964,000
 45,022
 —
 1,405,049
 60,735
 2,474,806
Roger A. Roundhouse 780,000
 51,874
 —
 268,043
 81,821
 1,181,738
Eugene E. Skogg 670,000
 —
 —
 560,527
 52,836
 1,283,363
Name 
Base
Salary
 
Annual
Bonus (1)
 
Stock
Options (2)
 
Stock
Awards (3)
 
Benefits (4)
 Total
Randal W. Baker $1,734,000
 $2,056,524
 $788,643
 $6,471,755
 $112,740
 $11,163,663
Rick T. Dillon 927,000
 769,595
 87,675
 1,249,829
 109,292
 3,143,391
Roger A. Roundhouse 882,000
 742,044
 277,463
 2,070,129
 89,099
 4,060,734
John Jeffrey Schmaling 900,000
 630,000
 —
 616,123
 106,635
 2,252,758
André L. Williams 660,000
 630,000
 —
 548,182
 87,642
 1,925,825
 
(1) 
Actual payout will be based on the highest annual bonus target or highest annual paid bonus paid during the previous three years, multiplied by two.
(2) 
Represents the intrinsic value (difference between the closing trading price at August 31, 20152018 and exercise price, multiplied by the number of shares subject to the option) of unvested stock options with an exercise price less than $21.44$29.45 (i.e. options that are “in the money”).
(3) 
Represents market value of unvested restricted stock based on the August 31, 20152018 closing price of the Company’s common stock ($21.44)($29.45).
(4) 
Represents estimated costs to provide the welfare benefits and perquisites provided to the NEOs as described on page 21.22.

Estimated payments owed to the NEOs upon a change in control, absent termination or a triggering event (as defined on page 30)31) would be the “Stock Options” and “Stock Awards” columns in the table above.

Separation Agreements
In connection with his resignation from the Company and Board,September 2017, the Company entered into a Separation and Release Agreementagreement with Mr. Goldstein dated August 24, 2015 (the “Separation Agreement”).Wozniak.  In accordance with the Separation Agreement, Mr. Goldstein will receiveWozniak’s employment with the Company ended on December 31, 2017 and Mr. Wozniak received (i) $870,000 (which is based on his current annual base salary of $745,000) in cash$415,000 to be paid over a periodto him in lump sum, (ii) $100,000 to be paid to him for transition services, (iii) $16,115.00 to be paid to him for payment of 14 months, (ii) continued coverage under the group medical plansinsurance premiums or other use, (iv) vesting of the Company at active employee rates through November 1, 2016; (iii) vesting ofall outstanding stock options other than stock option awards dated January 20, 2015, which have been forfeited; and (iv) vesting of outstandingunvested restricted stock units other than restricted stock unit awards dated January 20, 2015, which have been forfeited. Mr. Goldstein will be entitled to receive Performance Shares, if any, earned under each outstanding Performance Share award held by him other thanon the Performance Share awards dated October 29, 2014, which have been forfeited. The Separation Agreement includes a release, as well as non-compete, non-solicit, non-disparagement and confidentiality covenants.Date.
Death or Disability Arrangements
Our NEOs are not generally entitled to any special benefits upon death or permanent disability. In the case of an NEO death, payment of base salary would cease. The executive’s estate would receive an earned, pro-rata 401(k) match and core contribution, non-qualified core contribution under the Deferred Compensation Plan benefit and annual bonus. All stock options, and restricted stock and performance shares would become 100% vested. The value of each NEO’s stock options, and restricted stock and performance shares, whose vesting would be accelerated upon death, is the same as disclosed in the preceding change in control table.

If the NEO becomes disabled during employment, base salary would continue at 100% for up to six months while the executive is disabled. If the executive remains disabled after six months and enrolled in the voluntary supplemental long term disability program, the insurance carrier would begin making disability payments to the executive, otherwise no further salary or disability payments would be due. Additionally, all NEOs currently participate in a company-paid supplemental disability insurance program. Benefits from that policy would be paid by the insurance carrier in addition to the voluntary group policy. The NEO would receive an earned, pro-rata 401(k) match and core contribution, non-qualified core contribution under the Deferred Compensation Plan benefit, and annual cash bonus payout after six months of disability. All stock options and restricted stock would become 100% vested.

31


CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (Annual Total Compensation) of our median employee and the Annual Total Compensation of our CEO. For our last completed fiscal year 2018:
the median of the Annual Total Compensation of all our employees (other than our CEO), was $46,822; and,
the Annual Total Compensation of our CEO was $4,656,847
Accordingly, the ratio of our CEO’s Annual Total Compensation to the median employee’s Annual Total Compensation was 99 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As permitted by SEC rules, we used base salary as our consistently applied compensation measure to determine our median employee from our employee population, excluding our CEO, as of July 31, 2018. For hourly employees, the annual base salary was calculated using a reasonable estimate of hours worked and their hourly wage rate. We annualized base salaries for employees who were employed as of July 31, 2018 but were not employed for the full fiscal year. For our non-U.S. employees, we used the foreign exchange rates applicable at August 31, 2018 to convert their base salary into U.S. dollars.


NON-EMPLOYEE DIRECTOR COMPENSATION
 
Director Compensation
 
Directors who are not employees of the Company are paid an annual cash retainer of $60,000 (as of January 1, 2015)2018) for serving on the Board and are also reimbursed for expenses incurred in connection with attendance at meetings. As of August 31, 20152018 directors are paid the following additional cash fees for serving on committees:
Committee Member Fee Chairperson Fee
Audit $15,000
 $15,000
Compensation 10,000
 10,000
Nominating & Governance 10,000
 7,500

Additionally, the Chairman of the Board receives an annual cash fee of $112,500 for services (above and beyond the annual retainer). The directors are not paid “per meeting” fees associated with their services as Company directors. The Company and the Board believe management access to the Board, outside of regular meeting dates, should occur on an “as needed” basis, without concern for the fees associated with such access.
 
Equity compensation for the Board in fiscal 20152018 was in the form of 100% restricted stock (approximately 65% weighting) and stock options (approximately 35% weighting). Similar to our NEOs, we believe that it is important to alignstock. In fiscal 2018, each non-employee director (except the interestsChairman of the Board) was granted 3,831 restricted shares. The Chairman of the Board of Directors to that of the Company’s shareholders. In fiscal 2015, each non-employee director was granted 2,829 shares of4,639 restricted stock and an option to purchase 3,875 shares of Company common stock at an exercise price of $22.98 per share (market value of the Company’s common stock on the date of grant).shares. These stock options and restricted stock vest after eleven months and have a ten year life.months.
 
In fiscal 2015,2018, the non-employee directors received a combination of cash payments and equity-based compensation as shown in the table below and were also reimbursed for actual out-of-pocket expenses incurred in attending meetings. All compensation earned by Mr. Arzbaecher in fiscal 2015 as Chairman of the Board is included in the Summary Compensation table on page 24.
 
Name 
Annual
Retainer ($)
 
Committee
Fees ($)
 
Lead
Director
Fee ($)
 
Stock
Awards
($) (1)
 
Option
Awards
($) (1)
 Total ($) 
Outstanding
Stock
Options at
Fiscal Year
End (#)
 
Non-vested
Restricted
Stock at
Fiscal
Year End
(#)
Gurminder S. Bedi $57,500
 $20,000
 $—
 $65,000
 $35,000
 $177,500
 47,525
 2,829
E. James Ferland 57,500
 25,000
 —
 65,000
 35,000
 182,500
 3,875
 2,829
Thomas J. Fischer 57,500
 28,750
 —
 65,000
 35,000
 186,250
 71,525
 2,829
R. Alan Hunter, Jr. 57,500
 25,000
 —
 65,000
 35,000
 182,500
 55,525
 2,829
Robert A. Peterson 57,500
 16,875
 23,750
 65,000
 35,000
 198,125
 63,525
 2,829
Holly A. Van Deursen 57,500
 30,000
 —
 65,000
 35,000
 187,500
 47,525
 2,829
Dennis K. Williams 57,500
 25,000
 —
 65,000
 35,000
 182,500
 63,025
 2,829
Name 
Annual
Retainer ($)
 
Committee
Fees ($)
 Chairman / Lead Director Fee ($) 
Stock
Awards
($) (1)
 
Option
Awards
($) (1)
 Total ($) 
Outstanding
Stock
Options at
Fiscal Year
End (#)
 
Non-vested
Restricted
Stock at
Fiscal
Year End
(#)
Alfredo Altavilla(2)
 $11,903
 $4,959
 $—
 $—
 $—
 $16,862
 —
 —
Gurminder S. Bedi (3)
 60,000
 20,000
 —
 99,989
 —
 179,989
 54,679
 —
J. Palmer Clarkson(2)
 11,903
 3,968
 —
 —
 —
 15,870
 —
 —
Danny L. Cunningham 60,000
 15,000
 15,000
 99,989
 —
 189,989
 2,930
 3,831
E. James Ferland, Jr. 60,000
 25,000
 —
 99,989
 —
 184,989
 11,029
 —
Richard D. Holder 60,000
 25,000
 —
 99,989
 —
 184,989
 —
 3,831
R. Alan Hunter, Jr. (3)
 60,000
 25,000
 —
 99,989
 —
 184,989
 39,679
 —
Robert A. Peterson 172,500
 10,000
 7,500
 122,487
 —
 312,487
 55,329
 4,693
Sidney S. Simmons(2)
 11,903
 4,959
 —
 —
 —
 16,862
 —
 —
Holly A. Van Deursen 60,000
 20,000
 10,000
 99,989
 —
 189,989
 54,679
 3,831
Dennis K. Williams (3)
 60,000
 25,000
 —
 99,989
 —
 184,989
 28,959
 —
                              
(1) 
Amounts represent the aggregate grant date fair value. The amounts do not correspond to the actual value that may be realized by our non-employee directors, as that is dependent on the long-term appreciation in the Company’s common stock. Refer to our Annual report on Form 10-K for details regarding assumptions utilized to value share based awards.
(2)
Mr. Altavilla, Mr. Clarkson and Mr. Simmons were appointed as Directors effective March 20, 2018.
(3)
Mr. Bedi, Mr. Hunter and Mr. Williams retired as Directors effective March 20, 2018.

Similar to the NEOs, directors have stock ownership guidelines to drive long-term performance alignment with shareholders. Under the guidelines, each non-employee director is expected to own Actuant common stock with a total value equal to five times their base cash annual retainer.retainer (or an aggregate $300,000). During fiscal 2015,2018, all directors (except Mr. FerlandMessrs. Altavilla, Clarkson and Simmons who joined the Board in 2014)2018) either within the time frame to meet the ownership requirement or exceeded the requirement.
 
Under the Outside Directors’ Deferred Compensation Plan, each non-employee director can defer all or a portion of their annual retainer and committee fees for future payment on a specified date or when they leave the Board. The number of shares, equal to the amount of compensation deferred, is contributed to a rabbi trust. The plan consists solely of phantom stock units, which are settled in Actuant common stock, generally following the director’s termination of service. During fiscal 2015, Mr. Peterson participatedAs of August 2018, Messrs. Clarkson, Cunningham, Ferland, Simmons and Ms. Van Deursen were participating in the Outside Directors’ Deferred Compensation Plan.


32



OTHER INFORMATION
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, the Company’s directors, executive officers and persons who beneficially own 10% or more of the common stock are required to report their initial ownership of common stock and subsequent changes in that ownership to the SEC and the NYSE. Specific due dates for those reports have been established and the Company is required to disclose in this Proxy Statement any failure to file by those due dates during fiscal 2015. With the one exception for a late Form 4 filed on behalf of each Messrs. Kobylinski and Roundhouse, the2018. The Company believes that all filing requirements were satisfied with respect to fiscal 2015.2018.
 
Independent Public Accountants
 
PricewaterhouseCoopers LLP, an independent registered public accounting firm, performed an audit of our consolidated financial statements for the fiscal year ended August 31, 20152018 and the effectiveness of our internal control over financial reporting as of August 31, 2015.2018. The Audit Committee has selected PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the current fiscal year, and the committee is presenting this selection to shareholders for ratification. Representatives of PricewaterhouseCoopers will be present at the Annual Meeting to respond to shareholders’ questions. Aggregate fees for professional services rendered for the Company by PricewaterhouseCoopers LLP for such fiscal years were as follows:
 
 Fiscal Year Ended
August 31, 2015		 Fiscal Year Ended
August 31, 2014		 Fiscal Year Ended
August 31, 2018		 Fiscal Year Ended
August 31, 2017
Audit Fees $2,098,800
 $1,997,000
 $2,598,100
 $2,315,700
Audit-Related Fees —
 7,000
 81,300
 —
Tax Compliance Fees 385,100
 133,600
 552,100
 320,900
Tax Consulting Fees 1,109,200
 1,709,400
 957,600
 990,900
All Other Fees —
 —
 —
 —
 $3,593,100
 $3,847,000
 $4,189,100
 $3,627,500
 
Audit Fees were for professional services rendered for the audit of the Company’s annual financial statements and related audit of the Company’s internal control over financial reporting, the review of quarterly financial statements and the preparation of statutory and regulatory filings. Audit-Related Fees were for professional services rendered in connection with accounting consultations. Tax Compliance Fees include professional services related to annual tax compliance including foreign tax return preparation and transfer pricing studies, while Tax Consulting Fees include professional services related to tax planning, tax reform and tax advisory services. In addition to the fees above, the Company also reimbursed PricewaterhouseCoopers LLP for out of pocket expenses, which were less than $100,000 in fiscal 20152018 and 2014.2017.
 
The Audit Committee has considered the compatibility of the non-audit services provided by PricewaterhouseCoopers LLP to PricewaterhouseCoopers LLP’s continued independence and has concluded that the independence of PricewaterhouseCoopers LLP is not compromised by the performance of such services.

The Audit Committee has adopted policies and procedures for the pre-approval of any services performed by the independent auditor to ensure that such services do not impair the auditor’s independence. All annual recurring audit fees require specific approval by the Audit Committee prior to the work commencing. All services which involve more than $50,000 in fees require specific approval by the Audit Committee prior to the work commencing. The Audit Committee has given general pre-approval for all legally allowablepermissible services provided by the independent auditor that involve less than $50,000, on the condition that such engagement must be specifically pre-approved by management and management must provide quarterly reports of such activity to the Audit Committee.
 
Shareholder Proposals
 
Shareholder proposals must be received by the Company no later than August 6, 20165, 2019 in order to be considered for inclusion in the Company’s annual meeting proxy statement next year. Shareholders who wish to submit a proposal not intended to be included in the Company’s annual meeting proxy statement but to be presented at next year’s annual meeting, or who propose to nominate a candidate for election as a director at that meeting, are required by the Company’s bylaws to provide notice of such proposal or nomination to the principal executive offices of the Company. This notice must be received by the Company no later than the close of business on September 21, 201624, 2019 nor earlier than the close of business on August 22, 2016,25, 2019, to be considered for a vote at next year’s annual meeting. The notice must contain the information required by the Company’s bylaws.

Householding of Annual Meeting Materials
 
Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this proxy statement and the Annual Report on Form 10-K for the fiscal year

33


ended August 31, 20152018 may have been sent to multiple shareholders in your household. If you would prefer to receive separate copies of a proxy statement or Annual Report on Form 10-K either now or in the future, please contact your bank, broker or other nominee.


Upon written or oral request to the Executive Vice President and Chief Financial Officer, we will provide a separate copy of the annual report and/or proxy statement. 

Additional Matters
 
Other than the proposals and matters described herein, management is not aware of any other matters which will be presented for action at the Meeting. If other matters do come before the Meeting, including any matter as to which the Company did not receive notice by October 21, 201519, 2018 and any shareholder proposal omitted from this Proxy Statement pursuant to the applicable rules of the Securities and Exchange Commission, it is intended that proxies will be voted in accordance with the judgment of the person or persons exercising the authority conferred thereby.
 
By Order of the Board of Directors,
 
ROBERT C. ARZBAECHERA. PETERSON
ChairmanChair of the Board
 
Menomonee Falls, Wisconsin
December 4, 20153, 2018

It is important that proxies be returned promptly. Therefore, whether or not you expect to attend the Annual Meeting in person, shareholders are requested to complete, date, sign and return their proxies as soon as possible.
 
A copy (without exhibits) of the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2015,2018, as filed with the Securities and Exchange Commission, has been provided with this Proxy Statement. Additional copies of the Form 10-K are available, free of charge, upon written or telephonic request directed to our Executive Vice President and Chief Financial Officer, Actuant Corporation, or by telephone at (262) 293-1500.

34



          
  
actuanta03.jpg
 Shareowner Services       
  P.O. Box 64945      
    St. Paul, MN 55164-0945   COMPANY #   
  
Address Change? Mark box, sign, and indicate changes below: ¨
      
    TO VOTE BY INTERNET OR   
    TELEPHONE, SEE REVERSE SIDE
    OF THIS PROXY CARD.   

YOUR VOTE IS IMPORTANT!
Please sign and date this proxy card and return it promptly in the enclosed postage-paid envelope to
Wells FargoEQ Shareowner Services, P.O. Box 64873, St. Paul, MN 55164-9397,
so your shares are represented at Actuant Corporation’s 20162019 Annual Meeting.
ò     Please fold here – Do not separate    ò
 
If no specification is made, this proxy will be voted for all names
listed in Proposal 1 and for Proposals 2 and 3.

 
 
1. Election of
    directors:
 
  01 Robert C. ArzbaecherAlfredo Altavilla  04 Thomas J. Fischer07 Holly A. Van Deursen05 E. James Ferland  
¨   Vote FOR all nominees
 
¨  Vote WITHHELD
   02 Gurminder S. BediRandal W. Baker  05 R. Alan Hunter06 Richard D. Holder  08 Dennis K. Williams(exceptall nominees (except as marked) from all nominees
   03 E. James FerlandJ. Palmer Clarkson  06 Robert07 Sidney S. Simmons
04 Danny L. Cunningham08 Holly A. PetersonVan Deursen      
             
 
(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
      
    
 
2.     Advisory vote to approve compensation Ratification of our named executive officers.
PricewaterhouseCoopers LLP as the Company's independent auditor.
¨     For
 
¨ Against
 
    ¨     Abstain
    
 
3.     Ratification Advisory vote to approve the compensation of PricewaterhouseCoopers LLP as the Company’s independent auditor.
our named executive officers.
¨     For
 
¨ Against
 
    ¨     Abstain
 
 
4. In their discretion, upon such other business as may properly come before the Annual Meeting or any adjournment thereof; all as set out in
Notice and Proxy Statement relating to the Annual Meeting, receipt of which is hereby acknowledged.
 
 THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER SPECIFIED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IMPORTANT – THIS PROXY MUST BE SIGNED AND DATED.
  
 
Date                                                                          
  
                 
                  Signature(s) in Box
                  Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, adminis­trators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.
                   
         
                         





ACTUANT CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
Tuesday, January 19, 201622, 2019
8:00 a.ma.m. Eastern Time
Inn on FifthThe Breakers
699 Fifth AvenueOne South Country Road
South Naples,Palm Beach, Florida


 
 
   
 proxy
 
This proxy is solicited on behalf of the Board of Directors for the Annual Meeting to be held on January 19, 2016.22, 2019.
 
Robert C. ArzbaecherRandal W. Baker and Andrew G. Lampereur,Rick T. Dillon, and each of them, are hereby authorized as Proxies, with full power of substitution, to represent and vote the Class A Common Stock of the undersigned at the Annual Meeting of Shareholders of ACTUANT CORPORATION, a Wisconsin corporation, to be held on January 19, 201622, 2019 at 8:00 a.m. Eastern Time at the Inn on Fifth, 699 Fifth Avenue,The Breakers, One South Naples,Country Road, Palm Beach, Florida, or at any adjournments thereof, with like effect as if the undersigned were personally present and voting, upon the matters indicated on the reverse side of this card.
Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
Your phone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
 
     
: ( *
INTERNET/MOBILE PHONE MAIL
www.proxypush.com/atu 1-866-883-3382  
    Mark, sign and date your proxy
Use the Internet to vote your proxy Use a touch-tone telephone to cardMark, sign and return it in thedate your proxy
until 11:59 p.m. (CST)(CT) on vote your proxy until 11:59 p.m. (CT)card and return it in the
January 21, 2019on January 21, 2019. postage-paid envelope provided.
January 18, 2016(CST) on January 18, 2016
If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.


38