UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the registrant þ

Filed by a party other than the registrant ¨

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held July 30, 202029, 2021

To our Shareholders:

The Annual Meeting of Shareholders of Hawkins, Inc. will be held on Thursday, July 30, 2020,29, 2021, at 8:00 a.m., Central Time. The meeting will be completely virtual, incorporating technology designed to increase efficiency, allow for social distancing and provide greater opportunity for shareholder participation. In addition to on-line attendance, shareholders will have an opportunity to hear all portions of the official meeting, submit written questions during the meeting, vote on-line during the open poll portion of the meeting, and listen to live responses to shareholder questions immediately following the formal meeting.

Items of Business                                                                                                

1. To elect seven directors.

2. To approve, by a non-binding advisory vote, the compensation of our executive officers as disclosed in the attached proxy statement, or a “say-on-pay” vote.

3. To transact such other business as may properly come before the meeting or any adjournment thereof.

Voting                                                        

The Board of Directors has fixed the close of business on June 5, 20204, 2021 as the record date for determining the shareholders entitled to vote at the Annual Meeting. Accordingly, only shareholders of record at the close of business on that date will be entitled to vote. Our transfer books will not be closed.

2381 Rosegate

Roseville, Minnesota 55113

June 26, 202025, 2021

SOLICITATION

The cost of soliciting proxies and of the notices of the meeting, including the preparation, assembly and mailing of proxies and this Proxy Statement, will be borne by us. In addition to the use of the mail, proxies may be solicited personally or by telephone, mail or electronic mail by our directors, officers and regular employees. Furthermore, arrangements may be made with brokers, banks and similar organizations to send proxies and proxy materials to beneficial owners for voting instructions. We will reimburse such organizations for their expenses.

Our Board is soliciting your proxy to vote at the meeting because you were a shareholder of Hawkins, Inc. as of June 5, 2020,4, 2021, or the “record date,” and are entitled to vote. This proxy statement summarizes information you need to know to cast a vote at the meeting.

You are voting on two items:

If you are a shareholder of record, there are four ways to vote:

•By Internet: www.proxyvote.com ⁽¹⁾

(1) You will need the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials to vote on-line or to join the online Annual Meeting

If your shares are held in a brokerage account or by another nominee, your shares are said to be held in “street name” and you are considered the beneficial owner of the shares. Technically, the bank or broker is the shareholder of record with respect to those shares. In this case, the proxy materials will be forwarded to you by your broker, bank or other financial institution or its designated representative. Through this process, your bank or broker will collect the voting instructions from all their respective customers who hold our shares, including you, and then submit those votes to us.

If you return a properly executed proxy card without instructions, the persons named as proxy holders will vote your shares in accordance with the recommendations of the Board.

We do not know of any other matters that will be brought before the shareholders for a vote at the Annual Meeting. If any other matters properly come before the Annual Meeting calling for a vote of shareholders, proxies in the enclosed form returned to us will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the judgment of the proxy holders.

Only shareholders of record at the close of business on the record date of June 5, 20204, 2021 are entitled to receive notice of and participate in the Annual Meeting. If you were a shareholder of record on that date, you will be entitled to vote all of the shares you held on that date.

You will have one vote for each share of our common stock you owned as of the close of business on the record date.

On the record date there were 10,657,90821,286,322 outstanding shares of our common stock, each of which is entitled to one vote at the Annual Meeting. There is no cumulative voting for directors.

The holders of a majority of the aggregate voting power of our commonscommon stock outstanding and entitled to vote on the record date, must be present in person, or by proxy, at the Annual Meeting to constitute a quorum necessary to conduct the meeting.

Abstentions and broker non-votes will be counted as present for purposes of determining the existence of a quorum at the meeting. However, shares of a shareholder who abstains, withholds authority to vote for the election of directors or does not otherwise vote online at the Annual Meeting or by proxy (including broker non-votes) will not be counted for the election of directors or the determination of the outcomes of the Say-on-Pay proposal.

We urge you to vote by proxy even if you plan to attend the virtual Annual Meeting so that we will know as soon as possible that a quorum has been achieved.

non-vote) will have no effect on the voting for the election of directors.

Any proxy given pursuant to this solicitation and received in time for the Annual Meeting will be voted in accordance with the instructions in that proxy unless the proxy is properly revoked prior to the meeting. Any shareholder giving a proxy may revoke it prior to its exercise at the meeting by: (1) delivering a written notice expressly revoking the proxy to our Secretary at our principal executive offices, (2) signing and forwarding to us at our principal executive offices a later dated proxy, or (3) attending the Annual Meeting via the Internet and voting during the Annual Meeting.

The Board has fixed at seven the number of directors to be elected at the Annual Meeting. Our Amended and Restated By-Laws (our "By-Laws") provide for a Board of not fewer than three and not more than eleven directors. Our Board currently consists of eight directors, but the Board has approved by resolution a reduction in its size to seven directors upon the expiration of the term of Duane M. Jergenson, who is retiring from the Board and not standing for re-election. His present term as director will expire at the Annual Meeting.directors.

Our Board has nominated James A. Faulconbridge, Patrick H. Hawkins, John S. McKeon, Mary J. Schumacher, Daniel J. Stauber, Yi "Faith" Tang, James T. Thompson and Jeffrey L. Wright for election to the Board, each to hold office for the ensuing year and until his/his or her successor is duly elected and qualified.

Our directors have served as our directors continuously since the years indicated below. The following information, including the principal occupation or employment of each director nominee, has been furnished to us by the respective director nominees.

There are no family relationships among any of our directors, executive officers, or director nominees. Of the seven members of our Board, two are female, five are male, one is Asian American and six are white.

The following provides certain additional information regarding each director nominee.

His vast experience with our company has given him an intimate knowledge of our company and its business and a deep passion for our continued success.

Director Independence

Our Board has determined that, of the director nominees, each of Messrs. Faulconbridge, McKeon, Thompson and Wright, and Ms. Schumacher and Ms. Tang, are “independent directors”“Independent Directors” as that term is defined under the applicable listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). Accordingly, a majority of our Board is independent.

Our Board held sixseven meetings during the fiscal year ended March 29, 202028, 2021 (“fiscal 2020”2021”). All directors attended at least 75% of the meetings of our Board and the committees on which they served. All then-serving directors attended our Annual Meeting of Shareholders virtually in 2019.2020. Our Board encourages, but does not require, director attendance at annual meetings of shareholders.

Our Board does not have a policy regarding the separation of the roles of Chief Executive Officer and ChairmanChair of the Board, as the Board believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the Board. The positions of Chief Executive Officer and ChairmanChair of the Board are not currently held by the same person. This structure allows us to more fully utilize the skills of Mr. McKeonThompson and ensures a greater active participation of the directors in setting agendas and establishing Board priorities and procedures.

I: Independent Director

C: Chair

M: Member

To maintain flexibility in its consideration of candidates, our Board does not have a formal policy regarding the consideration of any director candidates recommended by shareholders. However, theThe Governance and Nominating Committee would considerconsiders candidates for possible nomination qualified nominees recommended by shareholdersour Board in complianceaccordance with our By-Laws. ToBy-Laws, Governance and Nominating Committee Charter and Principles of Corporate Governance, a copy of which is available at our website (www.hawkinsinc.com). Any shareholder seeking to make a director nomination a shareholder should send the director candidate’s name, credentials and contact information, a signed statement consenting to his or her nomination and agreeing, if elected, to serve as a director, a completed director nominee questionnaire (available from our Secretary upon request) and the other information required by our By-Laws, to our Secretary no later than 90 days prior to the first anniversary of the preceding year’s annual meeting. The proposing shareholder should also include his or her contact information and evidence that the person submitting the nomination is a shareholder of the company.

The Governance and Nominating Committee will evaluate candidates (nominated by shareholders or otherwise) based onin accordance with the criteria set forth in our By-Laws, Governance and Nominating Committee Charter and Principles of Corporate Governance. Under our Principles of Corporate Governance, we maintain minimum qualifications that the Board, as a group, must meet, including governance, business and professional experience, industry awareness and knowledge and stakeholder awareness. Each director must also have high standards of personal ethics and a commitment to the mission and integrity of the company and be willing and able to devote the necessary time and energy to fulfilling the Board’s responsibility of oversight of the company and its management. In evaluating individual candidates, the Governance and Nominating Committee will consider financial literacy, knowledge of our industry or other background relevant to our needs, status as a stakeholder in our company, “independence” for purposes of compliance with Internal Revenue Service and SEC rules and Nasdaq listing standards, and willingness, ability and availability for service. The Governance and Nominating Committee may engage an outside search firm to assist in identifying and screening new director candidates and coordinating the selection process. The company does not have a formal policy with regard to the consideration of diversity in identifying director nominees, but the Governance and Nominating Committee strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills, and expertise to oversee the company’s businesses.

The company’s management is responsible for identifying the various risks facing the company, formulating risk management policies and procedures, and managing the company’s risk exposures on a day-to-day basis. The Board is responsible for monitoring the company’s risk management processes by informing itself concerning the company’s material risks and evaluating whether management has reasonable controls in place to address the material risks. The Board is not responsible, however, for identifying or managing the company’s various risks. The Audit Committee is primarily responsible for monitoring management’s responsibility in the area of financial risk oversight, and financial risk management is a factor the

Board and its Governance and Nominating Committee consider when determining which directors serve on the Audit Committee. Accordingly, management has reported to the Board and its Audit Committee on various risk management matters during fiscal 2020.2021. The Audit Committee, in turn, reports on the matters discussed at the committee level to the full Board. The Audit Committee and the Board focus on the material risks facing the company, including operational, market, liquidity, legal and regulatory risks, to assess whether management has reasonable controls in place to address these risks. The Board believes this allocation of responsibility provides an effective and efficient approach for addressing risk management.

Shareholders can contact the full Board, the independent directors as a group or any of the individual directors by writing to our Secretary at 2381 Rosegate, Roseville, Minnesota 55113. All communications will be compiled by the Secretary and submitted to the addressees on a periodic basis.

We are committed to strong environmental, social and governance ("ESG") principles. We recognize that the way we do business impacts our results. Accordingly, we promote and support business practices that are environmentally sustainable, socially conscious, and aligned with strong corporate governance practices. In fiscal 2020 we engaged a third-party firm to assist us in preparing our first ESG report. TheOur Corporate Responsibility report, available on our website (www.hawkinsinc.com), highlights our commitment to ESG principles.

We work to improve the quality of people's lives--from employees, to customers, to the communities where we operate. Recent initiatives have focused on:

At the Board level, our Governance and Nominating Committee oversees sustainability and social responsibility. At the management level, our Chief Financial Officer and General Counsel, who report directly to our Chief Executive Officer, have general oversight responsibility with respect to matters of sustainability and social responsibility.

The Audit Committee has (i) reviewed and discussed our audited financial statements for fiscal 20202021 with both our management and KPMGGrant Thornton LLP (“KPMG”Grant Thornton”); (ii) discussed with KPMGGrant Thornton the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Commission;SEC; (iii) received from KPMGGrant Thornton the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and discussed with KPMGGrant Thornton its independence; and (iv) considered whether the non-audit services provided by KPMGGrant Thornton are compatible with maintaining the independence of KPMG.Grant Thornton.

Based on the review and discussions described above, the Audit Committee recommended to our Board that our audited financial statements be included in our Annual Report on Form 10-K for fiscal 20202021 for filing with the SEC.

The following table shows the aggregate fees chargedbilled to us by our independent registered public accounting firm, KPMG LLP ("KPMG"),Grant Thornton for services rendered during fiscal 20202021 and by KPMG for services rendered during fiscal 2019.2020. The Audit Committee pre-approved all100% of the services described below.

The following table sets forth information concerning grants of plan-based awards to our named executive officers during fiscal 2020.2021.

 

The following table sets forth certain information concerning outstanding equity awards held by our named executive officers as of March 29, 2020.28, 2021.

An executive must enter into an agreement with the company that contains covenants against competition, disclosure and solicitation, and a release of claims to qualify for payments and benefits under the Executive Severance Plan.

Under the Executive Severance Plan, a “termination due to change in control” means a termination for good reason or a termination without cause that happens during the 30-day period preceding or the two-year period beginning on the date of a change in control. A “termination for good reason” means a termination of employment by the executive provided the executive has given us written notice of the existence of a condition constituting a “good reason” within 90 days of its first occurrence and we have failed to remedy the condition within 30 days thereafter and the termination occurs not later than the expiration of the two-year period following the initial existence of the condition constituting “good reason.” “Good reason” means any of the following conditions arising without the consent of the executive:

In addition, in connection with a fundamental change involving the company, the Compensation Committee may generally (1) accelerate the vesting of outstanding unvested stock options, (2) make appropriate provision to protect any stock option in a manner that equitably preserves the compensation element of the stock option at the time of the fundamental change, or (3) cancel the stock option in exchange for payment of cash equal to the amount, if any, by which the then current “fair market value” of the shares subject to the option exceeds the aggregate exercise price of the shares covered by the stock option. “Fair market value” per share means the cash plus the fair market value, as determined in good faith by the Compensation Committee, of the non-cash consideration to be received per share by the shareholders of the company upon the occurrence of the fundamental change.

The following table presents the amounts that would have been received by each named executive officer under the Executive Severance Plan if a termination of the officer’s employment had taken place on the last business day of our most recently completed fiscal year under the following circumstances: termination without cause not in connection with a change in control, death or disability, or termination without cause or for good reason in connection with a change in control.

We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Patrick H. Hawkins, our Chief Executive Officer (our “CEO”). For 2020,fiscal 2021, our last completed fiscal year, the annual total compensation of our CEO was $1,873,926$2,157,581 as reported in the Summary Compensation Table above, and the annual total compensation of our median employee was $91,452.$90,495. This comparison results in a CEO pay ratio of 2024 to 1. This pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K.

To identify the median employee and determine the annual total compensation of our median employee, the methodology and the material assumptions, adjustments, and estimates that we used are described below.

During fiscal 2020,2021, each non-employee director earned an annual retainer of $40,000. Supplemental annual retainers were earned by our ChairmanChair of the Board ($70,000) and the chairs of our Audit committeeCommittee ($10,000), Compensation committeeCommittee ($8,750) and Governance and Nominating Committee ($5,000). Additionally, our non-employee directors received a meeting fee of $2,000 for each Board and committeeCommittee meeting attended.

The Compensation Committee oversees our director compensation grants, under which each director, other than the Chief Executive Officer, receives a grant of restricted shares with a value of $50,000 on the date of our annual meeting of shareholders at which the director is elected or reelected to the Board by our shareholders. The restricted stock vests one year from the date of issuance, subject to acceleration in the event of the director’s death or disability. For service during fiscal 2020,2021, each then applicable director was granted 1,1441,958 shares of restricted shares on July 31, 2019,30, 2020, and these shares willare scheduled to vest in their entirety on July 30, 2021, one year from their date of issuance. Because Ms. Tang joined our Board in October 2020, she was granted a pro-rated grant of 1,438 shares of restricted stock on October 21, 2020, and these shares are scheduled to vest in their entirety on July 30, 2021.

All decisions regarding compensation of our executive officers during fiscal 20202021 were made by the Compensation Committee of our Board. During fiscal 2020,2021, the following directors served on the Compensation Committee: Duane M. Jergenson, Mary J. Schumacher, Yi "Faith" Tang, James T. Thompson and Jeffrey L. Wright. None of our executive officers participates in any Board or committee vote setting his or her annual salary or non-equity cash incentive payments. None of the members of the Compensation Committee is a current or former officer or employee of our company, and there were no interlocking relationships, as defined by the SEC, involving our executive officers, our directors, and other entities with which our directors or executive officers are associated.

The following table provides information about shares that may be issued under the Hawkins, Inc. 2010 Omnibus Incentive Plan (the "2010 Plan") and the Hawkins, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) as of March 29, 2020. The 2019 Plan replaced the 2010 Plan in fiscal 2020.28, 2021.