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Notice of 2014 Annual Meeting
of Shareholders HUBBELL INCORPORATED
Tuesday, May 6, 2014 9:00 A.M. local time Hubbell Incorporated, 40 Waterview Drive, Shelton, Connecticut 06484 NOTICEITEMS OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 2, 2011 To the Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of Hubbell Incorporated (the “Company”) will be held at the principal executive offices of the Company, 40 Waterview Drive, Shelton, Connecticut 06484 on Monday, May 2, 2011 at 9:00 A.M. local time for the purpose of considering and acting upon the following proposals:
1. Election of the following persons to serve as Directors of the Company for the ensuing year, until the next Annual Meeting of Shareholders of the Company and until their respective successors have been duly elected and qualified.
BUSINESS| | (1) | | To elect the 12 members of the Board of Directors named in the Proxy Statement. | | Timothy H. Powers
Lynn J. Good
Anthony J. Guzzi | (2) | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2014. | | Neal J. Keating
Andrew McNally IV
G. Jackson Ratcliffe | (3) | The approval, on an advisory, non-binding basis, of the compensation of our named executive officers as presented in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 6, 2014. | | Carlos A. Rodriguez
Richard J. Swift
Daniel S. Van Riper | (4) | To transact any other business that properly comes before the meeting and any continuation, adjournment or postponement. | |
2. The ratification of the selection of the independent registered public accounting firm to audit the annual financial statements for the Company for the year 2011.
3. The reapproval of the Company’s Senior Executive Incentive Compensation Plan, as amended and restated.
4. The approval, by non-binding vote, of the compensation of our named executive officers as presented in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 2, 2011.
5. The recommendation, by non-binding vote, of the frequency with which executive compensation will be subject toRECORD DATE If you were a shareholder advisory vote. 6. The transaction of such other business as may properly come before the meeting or any continuations, adjournments or postponements thereof.
The Board of Directors has fixedrecord at the close of business on March 4, 2011 as the record date for the determination of shareholders7, 2014, you will be entitled to notice of and to vote at such meeting and any continuations, adjournments or postponements thereof. The transfer books will not be closed.
By orderthe Annual Meeting.WEBCAST A webcast of the BoardAnnual Meeting will be available on our website,www.hubbell.com, on Tuesday, May 6, 2014, starting at 9:00 A.M. local time. An archived copy of Directors Richard W. Davies
Vice President,
General Counselthe webcast will be available on our website for 12 months following the date of the Annual Meeting. Information on our website, other than our Proxy Statement and Secretary
March 16, 2011
IMPORTANT: form of proxy, is not part of our solicitation materials.VOTING It is important that your shares beare represented at this meeting. Therefore, pleasethe Annual Meeting. You can vote electronicallyyour shares using the Internet, by telephone or useby requesting a paper proxy card to complete, sign and return by mail. Voting procedures are described in the telephone voting procedures as describedProxy Statement on page 6, the Notice of Internet Availability of Proxy Materials, and on the proxy card, or (if you received printed proxy materials) complete, sign and datecard. By Order of the enclosed proxy card and return it as soon as possible in the accompanying envelope.
HUBBELL INCORPORATED
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERSTo be held May 2, 2011
The Board of Directors 
Megan C. Preneta Corporate Secretary and Assistant General Counsel March 19, 2014 | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON May 6, 2014: This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended 2013 are available at www.proxyvote.com. Have your Notice of the Internet Availability of Proxy Materials or proxy card in hand when you go to the website. | |
Table of contents 
Dear Fellow Shareholder: I am pleased to invite you to the Hubbell Incorporated a Connecticut corporation (the “Company”), is soliciting your proxy to be voted at its Annual Meeting of Shareholders towhich will be held on Tuesday, May 6, 2014 at the principal executive offices of the Company,9:00 A.M. local time at our corporate headquarters, 40 Waterview Drive, Shelton, Connecticut 06484, on Monday, May 2, 2011 at 9:00 A.M. local time, or any continuations, adjournments or postponements thereof. Commencing on or about March 16, 2011, copies of06484. At this Proxy Statement, the proxy card(s), the Company’s Annual Report onForm 10-K for the year ended December 31, 2010 and a Notice of Internet Availability of Proxy Materials will be available to all shareholders. Pursuant to rules adopted by the Securities and Exchange Commission, or SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, on or about March 16, 2011 we mailed a Notice of Internet Availability of Proxy Materials (a “Notice”) to our shareholders of record on March 4, 2011, which is our record date. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials.
Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice, which also contains instructions on how to request proxy materials in the printed form by mail or electronically by email on an ongoing basis. We encourage shareholders to take advantage of the availability of proxy materials on the Internet to help reduce the environmental impact of our Annual Meeting.
Any shareholder executing a proxy may revoke it at any time prior to its use. The Company will treat any duly executed proxy as not revoked until it receives a duly executed instrument revoking it, or a duly executed proxy bearing a later date or, in the case of death or incapacity of the person executing the same, written notice thereof. Ifyear’s meeting you vote your shares using the Internet website or the telephone voting procedures, you may revoke your prior Internet or telephone vote by recording a different vote on the Internet website or using the telephone voting procedures, or by signing and returning a duly executed proxy bearing a later date than your last Internet or telephone vote. A proxy also may be revoked by voting by ballot at the Annual Meeting.
At the meeting, shareholders will be asked to consider and act uponvote on the following proposals:
1. Thethree proposals listed in the enclosed Notice of Annual Meeting – (1) the election of the following personstwelve nominees to serve ason our Board of Directors for a term of the Company for the ensuingone year, until(2) the next Annual Meeting of Shareholders of the Company and until their respective successors have been duly elected and qualified.
| | | | | Timothy H. Powers
Lynn J. Good
Anthony J. Guzzi | | Neal J. Keating
Andrew McNally IV
G. Jackson Ratcliffe | | Carlos A. Rodriguez
Richard J. Swift
Daniel S. Van Riper |
2. The ratification of the selection of thePricewaterhouseCoopers LLP to serve as our independent registered public accounting firm to auditfor 2014, and (3) the annual financial statements for the Company for the year 2011.
3. The reapproval of the Company’s Senior Executive Incentive Compensation Plan, as amended and restated.
4. The approval, byon an advisory, non-binding vote,basis, of the compensation of our named executive officers as presented in this Proxy Statement.
5. The recommendation, by non-binding vote, Please take the time to review the information on each of the frequency with which executive compensation will be subject to a shareholder advisory vote.
6. The transaction of such other business as may properly come beforeproposals contained inside the meeting or any continuations, adjournments or postponements thereof.
Unless otherwise directed, the persons named in the form of proxy intend to vote all proxies received by them in favor of (1) the election of the nominees to the Board named herein, (2) the ratification of the selection of the independent registered public accounting firm, (3) the reapproval of the Company’s Senior Executive Incentive Compensation Plan, as amended and restated, (4) the approval of the compensation of our named executive officers as presented in this Proxy Statement, and (5) THREE YEARS for the frequency of shareholder advisory votes on the compensation of our named executive officers. All proxies will be voted as specified by our shareholders.Statement. The Board of Directors recommends shareholders tothat you voteFOR proposals 1, 2, 3 and 4 and to vote for THREE YEARS for the frequency of shareholder advisory votes with respect to proposal 5.
Management does not intend to present any business at the meeting other than that set forth in the accompanying Notice of Annual Meeting, and it has no information that others will do so. If other matters requiring the voteeach of the shareholders properly come before the meeting and any continuations, adjournments or postponements thereof,proposals.As a shareholder, it is the intention of the persons named in the form of proxy to vote the proxies held by them in accordance with their judgment on such matters. Directions to attendimportant that your shares are represented at the Annual Meeting where you may vote in person can be found onor by proxy. Last year approximately 93% of all eligible votes were cast by shareholders at the Annual Meeting once again demonstrating the strong engagement and commitment of our website,www.hubbell.com,shareholders to Hubbell. I encourage you to cast your vote and to continue your support of this great Company and its future prosperity.On behalf of our Board of Directors, we thank you for your share ownership in Hubbell and look forward to seeing you at the Investor Relations section. The contentmeeting. Very truly yours, 
Timothy H. Powers Chairman of the Company’s websiteBoard March 19, 2014 HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 5
Proxy Statement Annual Meeting Details Date, Time and Place The Annual Meeting is not incorporated by reference into, or considered to be a partbeing held on Tuesday, May 6, 2014 at 9:00 A.M. local time at our corporate headquarters, 40 Waterview Drive, Shelton, Connecticut 06484. Availability of this Proxy Statement.
2
VOTING RIGHTS AND SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The record dateYour proxy is being solicited for the determinationAnnual Meeting, or any adjournment, continuation or postponement of the Annual Meeting, on behalf of the Board of Directors of the Company. On March 18, 2014, we mailed a Notice of the Internet Availability of Proxy Materials to all shareholders entitledof record advising that they could view all of the proxy materials (Proxy Statement, proxy card and Annual Report on Form 10-K) online atwww.proxyvote.com, or request a paper or email copy of the proxy materials free of charge. We encourage all shareholders to access their proxy materials online to reduce the environmental impact and cost of our proxy solicitation. You may request a paper or email copy of the materials using any of the following methods: | • | By Internet: Go towww.proxyvote.com | | | | | • | By Phone: 1-800-579-1639 | | | | | • | By Email:sendmaterial@proxyvote.com |
Eligibility to Vote You can vote at the meeting isif you held shares of Class A or Class B Common Stock as of the close of business on March 4, 2011. On March 4, 2011, the Company had outstanding 7,167,506 shares of Class A Common Stock, par value $.01 per share, and 53,576,969 shares of Class B Common Stock, par value $.01 per share, and no other voting securities.7, 2014. Each share of Class A Common Stock is entitled to twenty votes, and each share of Class B Common Stock is entitled to one vote. As of March 7, 2014, there were 7,167,506 shares of Class A Common Stock and 51,933,697 shares of Class B Common Stock outstanding and eligible to vote. How to Vote You may vote using any of the following methods:  | | | | • | By Internet: Go towww.proxyvote.com. Have your Notice of the Internet Availability of Proxy Materials or proxy card in hand when you go the website. | | | | | |  | | | | • | By Mail: If you have requested a paper copy of the proxy materials, complete, sign and return your proxy card in the prepaid envelope. | | | | | |  | | | | • | In Person: Shareholders who attend the Annual Meeting may request a ballot and vote in person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or record holder and present it to the inspectors of election with your ballot to be able to vote at the meeting. | | | | | |  | | | | • | By Phone: 1-800-690-6903. Have your proxy card in hand when you call and then follow the instructions. | | |
You may revoke your proxy at any time prior to its use by any of the following methods: | • | Delivering to the Secretary of the Company written instructions revoking your proxy | | | | | • | Delivering an executed proxy bearing a later date than your prior voted proxy | | | | | • | If you voted by Internet or telephone, by recording a different vote on the Internet website or by telephone | | | | | • | Voting in person at the Annual Meeting |
If you hold your shares in street name, you must follow the instructions of your broker, bank or other nominee to revoke your voting instructions. HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 6 Directions to Meeting Directions to attend the Annual Meeting where you may vote in person can be found on our website,www.hubbell.com, in the Investor Info section. The presencecontent of the Company’s website is not incorporated by reference into, or considered to be a part of, this Proxy Statement. Proxy Summary This summary highlights some of the important information contained in this Proxy Statement and does not include all of the information you should consider regarding the proposals being presented at the Annual Meeting. You should read the entire Proxy Statement before casting your vote. Page references are supplied to help you find more detailed information in this Proxy Statement. Voting Items Item 1 - Election of Directors (Page 11) The table below presents information on each of the nominees for Director of the Company, including their principal occupation and relevant experience. Each of the nominees is a current Director of the Company and possesses the qualifications and experience recommended by the Nominating and Corporate Governance Committee, and approved by our Board, to serve as a Director. | Name | | Principal Position | | Director
Since | | Independent | | Committee
Membership* | | Experience | | Carlos M. Cardoso | | Chairman, President and CEO, Kennametal Inc. | | 2013 | | Yes | | A / C | | Public company officer/director, operations, international, manufacturing | | Lynn J. Good | | President, CEO and Vice Chair, Duke Energy Corporation | | 2009 | | Yes | | A / E / N | | Public company officer/director, finance, auditing, accounting, utility industry | | Anthony J. Guzzi | | President and CEO, EMCOR Group, Inc. | | 2006 | | Yes | | A / E / N | | Public company officer/director, operations, distribution, manufacturing | | Neal J. Keating | | Chairman, President and CEO, Kaman Corporation | | 2010 | | Yes | | A / N | | Public company officer/director, international, operations, distribution | | John F. Malloy | | Chairman, President and CEO, Victaulic Company | | 2011 | | Yes | | A / F | | Private company officer/director, manufacturing, operations, distribution | | Andrew McNally IV | | Senior Advisor, Hammond, Kennedy, Whitney & Company | | 1980 | | Yes | | C / E / F | | Public company officer/director, finance, merchant banking, mergers | | David G. Nord | | President and CEO, Hubbell Incorporated | | 2013 | | No | | E | | Public company officer/director, finance, operations, strategic planning | | G. Jackson Ratcliffe | | Retired Chairman, President and CEO, Hubbell Incorporated | | 1980 | | Yes | | E / F | | Public company officer/director, finance, legal, strategic planning | | Carlos A. Rodriguez | | President and CEO, Automatic Data Processing, Inc. | | 2009 | | Yes | | C / F | | Public company officer/director, finance, international business, mergers | | John G. Russell | | President and CEO, CMS Energy & Consumers Energy | | 2011 | | Yes | | C / N | | Public company officer/director, finance, governance, utility industry | | Steven R. Shawley | | Retired Senior Vice President and CFO, Ingersoll-Rand Company | | 2014 | | Yes | | A / F | | Public company officer/director, finance, audit, manufacturing | | Richard J. Swift | | Retired Chairman, President & CEO, Foster Wheeler Ltd. | | 2003 | | Yes | | C / E / N | | Public company officer/director, finance, accounting, auditing, engineering |
| * | A – Audit, C – Compensation, E – Executive, F – Finance, N – Nominating/Corporate Governance. |
Item 2 - Ratification of Auditors (Page 51) The Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the annual financial statements for the Company for the year 2014. While shareholder ratification of our independent auditors is not required, we are submitting the item to a vote as a matter of good corporate governance. Item 3 - Advisory Vote on the Compensation of our Named Executive Officers (Page 53) In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is submitting to its shareholders an opportunity to cast an advisory (non-binding) vote on the compensation of the named executive officers (a “say on pay” vote). As discussed in the Compensation Discussion and Analysis, the Company’s compensation philosophy is designed to attract and retain highly-talented executives, deliver compensation HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 7 that is competitive and fair compared to relevant benchmarks, reward strong Company performance, and motivate executives to maximize long-term shareholder returns. To achieve our philosophy, the Compensation Committee has implemented and maintains sound compensation governance practices with a strong orientation toward pay-for-performance. These practices include, among others: | • | Making 100% of the long-term incentive award value granted to the named executive officers subject to performance-based conditions | | | | | • | Setting performance goals and ranges at high levels and offering incentive compensation only upon achievement of such goals | | | | | • | Capping incentive award payouts and eliminating payouts for performance below a minimum threshold | | | | | • | Requiring executives to acquire and maintain significant ownership in Company stock equal to between 3 and 5 times their base salary | | | | | • | Maintaining a Compensation Recovery Policy to recover performance-based compensation from our senior executives, including the NEOs, under certain prescribed acts of misconduct and/or terminate the executive |
The Company believes that its executive compensation program is designed both appropriately and effectively to achieve its overall objectives and ensure that the interests of its executives are aligned directly with the interests of its shareholders. At the Company’s 2011 Annual Meeting of Shareholders, 97% of the votes cast on our say on pay proposal were voted in person or by proxy,favor of the Company’s executive compensation program. We believe these strong results indicate that our shareholders are generally supportive of our compensation approach. Accordingly, since 2011, the Compensation Committee has chosen largely to maintain the structure and components of the executive compensation program, while continuing to evaluate its effectiveness in meeting the Company’s compensation objectives. For example, in 2013 the Committee increased the weighting of the long-term incentive award component of the NEO’s compensation to be 100% performance-based and, therefore, more closely aligned with shareholder interests. Although the say on pay vote is non-binding, the Compensation Committee values the opinions of shareholders and will consider the outcome of the vote when making future compensation decisions. Vote Recommendations and Requirements A quorum is required to transact business at the Annual Meeting. The presence of the holders of Class A Common Stock and Class B Common Stock, holding in the aggregateperson or by proxy, representing a majority of the voting power of the Company’s outstanding shares shall constituteconstitutes a quorum for the transaction of business. Once a share of common stock is represented for any purpose at the annual meeting, it will be deemed present for quorum purposes for the remainder of the meeting and for any continuation, adjournment or postponement of the annual meeting.Annual Meeting. Abstentions and broker non-votes are counted as present for purposes of determining whether there is a quorum. The vote required for each proposal to be acted upon at this meeting is set forth in the description of that proposal. quorum purposes. The following table sets forth as of March 4, 2011, or such other date as indicated insummarizes the table orvoting information for the notes thereto, each ofthree proposals to be considered at the persons known to the Company to own beneficiallyAnnual Meeting:| Item | Board Vote Recommendation | Vote Required | Broker Discretionary Voting Allowed | | Election of Directors | FOR each Nominee | Plurality* | No | | Ratification of Auditors | FOR | Majority of Votes Cast** | Yes | | Advisory Vote on the Compensation of our NEOs | FOR | Majority of Votes Cast** | No |
| * | Plurality means that the nominees who receive the most votes cast “FOR” their election are elected as directors. Votes withheld and broker non-votes will not affect the election of directors. | | ** | “Majority of Votes Cast” means that the number of votes cast “FOR” the proposal exceed the number of votes cast “AGAINST” the proposal. Abstentions are not considered to be a vote cast and therefore will not affect the voting results. Because brokers have the discretionary authority to vote on the ratification of auditors, we do not expect any broker non-votes in connection with the ratification. |
If your shares representing more than 5% of any class of the Company’s outstanding voting securities, with the percent of class stated therein being based upon the outstanding shares on March 4, 2011. | | | | | | | | | | | | | | | | | Amount and
| | | | | | | | | | Nature of
| | | | | | | | Name and Address of
| | Beneficial
| | | Percent
| | Title of Class | | Beneficial Owner | | Ownership | | | of Class | | | | | Class A Common Stock | | Andrew McNally IV, G. J. Ratcliffe, and Richard W. Davies, as trustees under a Trust Indenture dated September 2, 1957 made by Louie E. Roche (the “Roche Trust”),c/o Hubbell Incorporated, 40 Waterview Drive, Shelton, Connecticut 06484 | | | 2,078,020 | (1)(2)(4) | | | 28.99 | % | | Class A Common Stock | | Andrew McNally IV, G. J. Ratcliffe, and Richard W. Davies, as trustees under a Trust Indenture dated August 23, 1957 made by Harvey Hubbell (the “Hubbell Trust”),c/o Hubbell Incorporated, 40 Waterview Drive, Shelton, Connecticut 06484 | | | 1,410,440 | (2)(3)(4) | | | 19.68 | | | Class A Common Stock | | Adage Capital Partners, L.P. | | | 582,090 | (5) | | | 8.12 | | | | | Adage Capital Partners GP, LLC | | | | | | | | | | | | Adage Capital Advisors, LLC | | | | | | | | | | | | Phillip Gross | | | | | | | | | | | | Robert Atchinson
200 Clarendon Street
52nd Floor
Boston, Massachusetts 02116 | | | | | | | | | | Class A Common Stock | | Mason Capital Management, LLC | | | 381,494 | (6) | | | 5.32 | | | | | Kenneth M. Garschina | | | | | | | | | | | | Michael E. Martino
110 East 59th Street
New York, New York 10022 | | | | | | | | | | Class B Common Stock | | BlackRock, Inc.
40 East 52nd Street
New York, New York 10022 | | | 4,020,257 | (7) | | | 7.50 | |
3
| | | | | | | | | | | | | | | | | Amount and
| | | | | | | | | | Nature of
| | | | | | | | Name and Address of
| | Beneficial
| | | Percent
| | Title of Class | | Beneficial Owner | | Ownership | | | of Class | | | | | Class B Common Stock | | Artisan Partners Holdings LP | | | 3,936,851 | (8) | | | 7.35 | | | | | Artisan Investment Corporation | | | | | | | | | | | | Artisan Partners Limited Partnership | | | | | | | | | | | | Artisan Investments GP LLC | | | | | | | | | | | | ZFIC, Inc. Artisan Funds, Inc. | | | | | | | | | | | | Andrew A. Ziegler | | | | | | | | | | | | Carlene M. Ziegler
875 East Wisconsin Avenue, Suite 800
Milwaukee, Wisconsin 53202 | | | | | | | | | | Class B Common Stock | | Capital World Investors
The Income Fund of America, Inc.
333 South Hope Street
Los Angeles, California 90071 | | | 3,430,000 | (9) | | | 6.40 | |
(1) The beneficiaries of such trust are the issue of Harvey Hubbell and their spouses.
(2) The Trust Indenture requires that, so long as no bank or trust company is acting as a trustee, there shall be three individuals acting as trustees, each of whom, so long as any securities of the Company are held by a broker and you have not instructed the trust, mustbroker how to vote, your shares will not be an officer or Director of the Company. The Trust Indenture provides that successor trustees are to be appointed by the trustees then in office. The trustees have shared voting and investment powervoted with respect to the securitieselection of directors or the say on pay advisory vote, but your broker does have the discretion to vote your shares on the ratification of the auditors.The Company does not intend to present any business at the Annual Meeting other than the items described in the Proxy Statement, and has no information that others will do so. The proxies appointed by our Board of Directors (and named on your proxy card) will vote all shares as the Board recommends above, unless you instruct otherwise when you vote. If a matter not described in this Proxy Statement is properly presented at the Annual Meeting, the named proxies will have the discretion to vote your shares in their judgment. Business Highlights 2013 was another year of strong performance for our Company. We achieved record sales and earnings per diluted share. Net sales for the year ended 2013 were $3.184 billion, an increase of 5% compared to 2012; operating margin of 15.9% in 2013 increased 40 basis points compared to 15.5% in 2012; earnings per diluted share in 2013 increased 9% compared to 2012; and free cash flow (defined as cash flow from operations less capital expenditures) was 99% of net income in 2013. Each of these measures is a main driver of our pay for performance compensation structure as they are indicators of strong Company performance and shareholder value. The Company rewards its executives for achievements in these areas as further described in the Compensation Discussion and Analysis beginning on page 26. We also remained committed to deploying our capital in value creating ways. We increased the dividend by 11%, spent $125M on acquisitions and share repurchases, and increased spending on capital expenditures by 20% to help fund productivity programs and new product development. We also introduced four key strategic objectives designed to align the Company around the concept of “One Hubbell”. These key objectives – serving our customers, operating with discipline, growing the enterprise and developing our people – have unified and energized the Company’s focus on delivering reliable, electrical solutions to our customers and attractive returns to our shareholders. In 2013, our shareholders enjoyed a total return of 28%. Executive Appointments On January 1, 2013, Mr. David G. Nord was appointed to the position of President and Chief Executive Officer of the Company, held in such trust. (3) The beneficiaries of such trust are the issue of Harvey Hubbell.
(4) In addition, Messrs. McNally, Ratcliffe, and Richard W. Davies, Vice President, General Counsel and Secretary, beneficially own sharessucceeding Mr. Timothy H. Powers, who remained our executive Chairman of the Board until his retirement in May 2013. In May 2013 he was re-elected to the Board and appointed non-executive Chairman.
HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 8 Executive Compensation The Company’s Common Stock as set forthexecutive compensation program is focused on providing competitive pay to our executives for their contributions towards the Company’s strategy and goals and for delivering strong Company performance. Our pay for performance philosophy ensures that the interests of our executives are aligned with those of our shareholders by allocating a significant portion of the total compensation payable to our executives to short- and long-term performance-based goals. The balance of executive compensation takes the form of a fixed base salary, retirement and employee benefits generally offered to other employees, and limited perquisites, in each case designed to fulfil the objective of attracting and retaining key executive talent. Primary Components of 2013 Compensation Program | Compensation Elements | | Characteristics | | Purpose | | Base Salary | | Fixed. Cash payment based on scope of responsibility, experience and individual performance. | | Offers a stable source of income based on the executive’s functional role and responsibilities, competitive position and the ability to influence Company performance. | | Short-Term Incentive Awards | | Variable. Performance-based opportunity. Annual cash incentive tied to achievements of designated short-term financial and strategic objectives. | | Intended to motivate and reward executives for achievements of Company financial and strategic objectives. | | Long-Term Incentive Awards | | Variable. Performance-based opportunity. Equity incentive awards that are 100% based on performance relative to pre-established measures: 50% SARS, 25% performance based restricted stock, and 25% performance shares. | | Intended to create alignment with shareholders and promote achievement of longer term financial and strategic objectives. |
Pay Mix.As shown in the tablecharts below, the pay mix of our named executive officers and our CEO as reviewed by the Compensation Committee is consistent with external market practices:  Base Salary |  Short-term Incentive Target |  Long-term Incentive |
| HUBBELL NEOs (EXCLUDING CEO) | PEER GROUP MEDIAN |
HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 9 Performance Measures.The short-term incentive award opportunities for our named executive officers are based upon achievements with respect to Messrs. McNallycertain performance metrics approved by our Compensation Committee. For 2013, earnings per share, free cash flow, operating profit and Ratcliffe.certain strategic objectives were selected as the measures upon which short-term incentive awards could be earned. The sharesperformance targets, weightings and payouts for each of these measures are discussed in detail in the “Short-Term Incentive Compensation” section on page 31. Compensation Awarded in 2013.The table below provides an overview of the Company’s Common Stock beneficially ownedcompensation paid to or earned by Mr. Davies are included in the total amount of the Company’s Common Stock beneficially owned by “All Directors andour named executive officers as a group (19 persons)” in 2013 (see the table below. (5) The Company has received a copycomplete Summary Compensation Table on page 39 for more detail):| Name and Principal Position | | Salary
($) | Stock Awards
($) | | Option
Awards
($) | | Non-Equity
Incentive Plan
Compensation
($) | Change in
Pension Value and
Nonqualified Deferred
Compensation
Plan Earnings
($) | | All Other
Compensation
($) | | Total
($) | D. G. Nord
President and CEO | | 900,000 | | 2,196,158 | | 1,500,240 | | 918,000 | | 1,108,809 | | 125,814 | | 6,749,021 | W. R. Sperry
Senior Vice President and CFO | | 442,100 | | 549,006 | | 375,054 | | 315,700 | | — | | 61,867 | | 1,743,727 | G. N. Amato
Group Vice President | | 500,200 | | 549,006 | | 375,054 | | 423,700 | | 362,168 | | 23,362 | | 2,233,490 | W. T. Tolley
Group Vice President | | 441,400 | | 396,626 | | 270,865 | | 281,200 | | 160,036 | | 41,543 | | 1,591,670 | S. H. Muse
Group Vice President | | 450,200 | | 335,499 | | 229,215 | | 327,700 | | — | | 40,655 | | 1,383,269 |
Director Compensation Our compensation program for non-management Directors consists of Schedule 13G, as amended, as filed with the SEC on February 6, 2010 by Adage Capital Partners, L.P. (“ACP”), Adage Capital Partners GP, L.L.C. (“ACPGP”), a general partner of ACP, Adage Capital Advisors, L.L.C. (“ACA”), as managing member of ACPGP, Phillip Gross, as managing member of ACA, and Robert Atchinson, as managing member of ACA, collectively, the “Reporting Persons”, reporting ownership of these shares as of December 31, 2009. According to the Schedule 13G, the Reporting Persons have shared voting and dispositive power as to these shares. As of the date of this Proxy Statement, the Reporting Persons have not filed an amended Schedule 13G since the amendment filed on February 6, 2010. (6) The Company has received a copy of Schedule 13G, as amended, as filed with the SEC on February 14, 2011 by Mason Capital Management LLC (“Mason Management”), and Kenneth M. Garschina and Matthew E. Martino, as managing principals of Mason Management, reporting ownership of these shares as of December 31, 2010. According to the Schedule 13G, Mason Management is the investment manager of Mason Capital L.P., Mason Capital Master Fund, L.P., and certain other funds and accounts, which directly own the shares. Mason Management has sole voting and dispositive power as to these shares, and Messrs. Garschina and Martino have shared voting and dispositive power as to these shares.
(7) The Company has received a copy of Schedule 13G, as amended, as filed with the SEC on February 4, 2011 by BlackRock, Inc. (“BlackRock”) reporting ownership of these shares as of December 31, 2010. According to the Schedule 13G, BlackRock has sole voting and dispositive power as to these shares; and the shares were acquired by the following subsidiaries of BlackRock: BlackRock Japan Co. Ltd., BlackRock Advisors (UK) Limited, BlackRock Asset Management Deutschland AG, BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Asset Management Australia Limited, BlackRock Advisors, LLC, BlackRock Investment Management, LLC and BlackRock International Ltd.
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(8) The Company has received a copy of Schedule 13G, as amended, as filed with the SEC on February 11, 2011 by Artisan Partners Holdings LP (“Artisan Holdings”), Artisan Investment Corporation (“Artisan Corp.”), the general partner of Artisan Holdings, Artisan Partners Limited Partnership (“Artisan Partners”), Artisan Investments GP LLC (“Artisan Investments”), the general partner of Artisan Partners, ZFIC, Inc. (“ZFIC”), the sole shareholder of Artisan Corp., Andrew A. Ziegler, Carlene M. Ziegler, and Artisan Funds, Inc. (“Artisan Funds”) reporting ownership of these shares as of December 31, 2010. Andrew A. Ziegler and Carlene M. Ziegler are the principal shareholders of ZFIC. According to the Schedule 13G, Artisan Holdings, Artisan Corp., Artisan Partners, Artisan Investments, ZFIC, Andrew A. Ziegler and Carlene M. Ziegler have shared voting power with respect to 3,858,551 of such shares and shared dispositive power with respect to all such shares. The shares reported were acquired on behalf of discretionary clients of Artisan Partners, which holds 3,936,851 shares, including 2,635,900 shares on behalf of Artisan Funds.
(9) The Company has received a copy of Schedule 13G, as amended, as filed with the SEC on February 14, 2011 by Capital World Investors (“Capital World”) and The Income Fund of America reporting ownership of these shares as of December 31, 2010. According to the Schedule 13G, Capital Research and Management Company (“CRMC”) manages equity assets for various investment companies through two divisions, including Capital World. Capital World is deemed to be the beneficial owner of 3,430,000 shares of Class B Common Stock as a result of CRMC acting as investment advisor to various companies registered under Section 8 of the Investment Company Act of 1940. Capital World has sole voting and dispositive power for all such shares.
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The following table sets forth as of March 4, 2011, the equity securities of the Company beneficially owned by each of the Directors and the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the three other most highly paid executive officers, referred to as the “named executive officers” of the Company, and by all Directors and executive officers of the Company as a group:
| | | | | | | | | | | | | | | | | Amount and
| | | | | | | | Nature of
| | | | | | | | Beneficial
| | Percent
| Name | | Title of Class | | Ownership(1) | | of Class | | | | George W. Edwards, Jr. | | Class A Common | | | 1,000 | | | | * | | | | | Class B Common | | | 36,409 | (3) | | | * | | | Lynn J. Good | | Class B Common | | | 2,750 | (2)(3) | | | * | | | Anthony J. Guzzi | | Class B Common | | | 4,900 | (2)(3) | | | * | | | Joel S. Hoffman | | Class A Common | | | 3,821 | (2) | | | * | | | | | Class B Common | | | 25,117 | (2)(3) | | | * | | | Neal J. Keating | | Class B Common | | | 2,000 | (2) | | | * | | | Andrew McNally IV | | Class A Common | | | 3,490,891 | (5) | | | 48.70 | | | | | Class B Common | | | 64,113 | (3) | | | * | | | G. Jackson Ratcliffe | | Class A Common | | | 3,571,682 | (5) | | | 49.83 | | | | | Class B Common | | | 287,520 | (3) | | | * | | | Carlos A. Rodriguez | | Class B Common | | | 2,750 | (2)(3) | | | * | | | Richard J. Swift. | | Class B Common | | | 5,300 | (2)(3) | | | * | | | Daniel S. Van Riper | | Class A Common | | | 1,000 | (2) | | | * | | | | | Class B Common | | | 15,074 | (2)(3) | | | * | | | Timothy H. Powers | | Class A Common | | | 106,304 | (6) | | | 1.48 | | | | | Class B Common | | | 862,737 | (4)(7)(8) | | | 1.61 | | | David G. Nord | | Class A Common | | | 106,304 | (6) | | | 1.48 | | | | | Class B Common | | | 147,845 | (4)(7) | | | * | | | Gary N. Amato | | Class B Common | | | 71,091 | (4) | | | * | | | Scott H. Muse | | Class B Common | | | 153,393 | (4) | | | * | | | William T. Tolley | | Class B Common | | | 114,321 | (4) | | | * | | All Directors and executive officers as a
group (19 persons) | | Class A Common | | | 3,927,649 | (2)(5)(6)(9) | | | 54.80 | | | | | Class B Common | | | 2,317,177 | (2)(3)(4)(7)(8)(10) | | | 4.32 | |
| • | | * | | Less than 1%.Board retainer - $75,000 (Chair - $100,000) | | | | | (1) | • | The figuresCommittee retainer - Audit (Member - $10,000, Chair - $20,000), Compensation (Member - $7,000, Chair - $15,000), Finance (Member - $5,000, Chair - $13,000) and Nominating and Corporate Governance (Member - $5,000, Chair - $13,000) | | | | | • | Restricted Stock - Grant of $110,000 in the table and notes thereto represent beneficial ownership and sole voting and investment power except where indicated and include the following sharesvalue of Class B Common Stock obtainable within sixty days of March 4, 2011 byupon election at each annual meeting which vests at the exercise of stock options underfollowing year’s meeting if the Company’s Stock Option Plan for Key Employees (“Option Plan”) and stock appreciation rights (“SARs”) pursuant to the Company’s 2005 Incentive Award Plan, as amended and restated (together with the Option Plan, the “LTI Plans”) (see the table captioned “Outstanding Equity Awards at Fiscal Year End” on page 33): Mr. Powers — 602,206 shares, Mr. Nord — 82,504 shares, Mr. Amato — 46,281 shares, Mr. Muse — 130,850 shares and Mr. Tolley — 84,377; and all executive officers asDirector is still serving (or earlier, upon death or a group — 1,250,864 shares.change in control) |
HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement10 | | (2) | | Does not include stock units (each stock unit consisting of one share each of Class A Common Stock and Class B Common Stock) credited to and held under the Company’s Deferred Compensation Plan for Directors (“Deferred Plan for Directors”) for those Directors who are not employees of the Company, as discussed below under the section entitled “Compensation of Directors” on page 43. As of March 4, 2011, the following stock units have been credited under the Deferred Plan for Directors: Ms. Good — 772 stock units, Mr. Guzzi — 5,586 stock units, Mr. Hoffman — 11,380 stock units, Mr. Keating — 225 stock units, Mr. Rodriguez — 772 stock units, Mr. Swift — 4,987 stock units, and Mr. Van Riper — 2,505 stock units. | | (3) | | Includes 1,750 shares of Class B Common Stock granted as restricted stock under the 2005 Incentive Award Plan, as amended and restated on May 3, 2010 which are subject to forfeiture if the Director’s service |
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| Back to Contents | | | | | terminates (other than by reason of death) prior to the date of the regularly scheduled 2011 Annual Meeting of Shareholders. | | (4) | | Includes the following shares of Class B Common Stock granted as restricted stock under the 2005 Incentive Award Plan, as amended and restated, which are subject to vesting and forfeiture in equal annual installments over a period of three years: Mr. Powers — 22,840, Mr. Nord — 6,320, Mr. Amato — 5,164, Mr. Muse — 4,614 and Mr. Tolley — 4,196; and all executive officers as a group — 48,801 shares. | | (5) | | Includes 2,078,020 shares of Class A Common Stock owned by the Roche Trust of which Messrs. McNally, Ratcliffe, and Davies are co-trustees and have shared voting and investment power; and 1,410,440 shares of Class A Common Stock owned by the Hubbell Trust of which Messrs. McNally, Ratcliffe, and Davies are co-trustees and have shared voting and investment power. | | (6) | | Includes 106,304 shares of Class A Common Stock held by The Harvey Hubbell Foundation of which Messrs. Powers, Nord, and one corporate officer are co-trustees and have shared voting and investment power. | | (7) | | Includes 29,358 shares of Class B Common Stock held by The Harvey Hubbell Foundation of which Messrs. Powers, Nord, and one corporate officer are co-trustees and have shared voting and investment power. | | (8) | | Includes 500 shares of Class B Common Stock owned by Mr. Powers’ wife. | | (9) | | Includes 212,264 shares of Class A Common Stock held by the Company’s Pension Trust the voting and investment powers over which are controlled by a Retirement Committee of which James H. Biggart, Vice President and Treasurer, two corporate officers, and one employee of the Company are co-members and have shared voting and investment power. | | (10) | | Includes 130,912 shares of Class B Common Stock held by the Company’s Pension Trust the voting and investment powers over which are controlled by a Retirement Committee of which Mr. Biggart, two corporate officers, and one employee of the Company are co-members and have shared voting and investment power. |
ITEM 1
ELECTION OF DIRECTORS - ITEM 1 The Company’s By-Laws provide that the Board of Directors shall consist of not less thanbetween three nor more than twelveand thirteen Directors who shall be elected annually by the shareholders. The Board has fixed the number of Directors at ninetwelve as of the 2014 Annual Meeting. Director Qualifications and Experience The Nominating and Corporate Governance Committee (“NCGC”) works with the Board annually to determine the appropriate characteristics, skills and experience for the Board and its individual members to properly oversee the interests of the Company and its shareholders. The NCGC recommends candidates for Board membership using the selection criteria outlined in the Corporate Governance Guidelines and other factors it deems necessary to fulfil its objectives. Candidates are evaluated on the basis of their individual qualifications and experience, and in the context of the Board as a whole. The Board does not have a formal policy on diversity, rather its objective is to assemble a Board with diverse experience in various areas that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment. Below is a list of some of the qualifications and experience sought by the NCGC in recommending candidates for nomination to the Board: | • | Ability to make independent analytical inquiries | | | | | • | Marketing, finance, operations or other relevant public company experience | | | | | • | Education | | | | | • | Financial literacy | | | | | • | Professional background | | | | | • | Corporate governance experience | | | | | • | Current or former public company officer | | | | | • | Experience in the Company’s industry | | | | | • | Public company board service | | | | | • | Academic expertise in an area of the Company operations | | | | | In determining whether to recommend a current Director for re-election, the NCGC will also consider: | | | | | • | Past attendance at meetings | | | | | • | Service on other boards | | | | | • | Participation in and contributions to Board activities |
Each Director nominee possesses the appropriate qualifications and experience for membership to the Board of Directors. As a result, the Board is comprised of individuals with strong and unique backgrounds, giving the Board competence and experience in a wide variety of areas to serve the interests of the Company and its shareholders. Director Nominees The following nominees are proposed by the Board to stand for election at the 2014 Annual Meeting of Shareholders and the following persons are proposed by the Board, upon recommendation of the Nominating and Corporate Governance Committee,to serve as Directors of the Company to hold office until the next2015 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified. All of the nominees are current Directors and were elected by the Company’s shareholders, except for Mr. Shawley who was appointed to the Board in 2014. Mr. Shawley was recommended to the Board by one of our independent directors. In the event that any of the nominees for DirectorsDirector should become unavailable, it is intended that the shares represented by the proxies will be voted for such substitute nominees as may beany substitutes nominated by the Board of Directors, unless the number of Directors constituting athe full Board of Directors is reduced. EachThe following biographies provide information on the principal occupation of each of the nominees belowDirector nominees: HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement11 
Carlos M. Cardoso Age: 56
Director Since: 2013
Committees: Audit and Compensation
Designation: Independent
Directorships: Kennametal Inc., since 2008; Stanley Black & Decker, Inc., since 2007 Mr. Cardoso has served as Chairman, President and Chief Executive Officer of Kennametal Inc. (publicly traded manufacturer of metalworking tools and wear-resistant products) since January 2008. Previously, he held the position of President and Chief Executive Officer (2006 – 2008), and also served as Kennametal’s Executive Vice President and Chief Operating Officer from January 2005 to December 2005, and Vice President and President, Metalworking Solutions and Services Group from 2003 to 2004. Skills and Qualifications Mr. Cardosobrings to the Board CEO, COO, manufacturing, international business and public company Board experience, including: | • | Significant manufacturing and operations experience having served as President of the Pump Division of Flowserve Corporation, a manufacturer/provider of flow management products and services, Vice President and General Manager, Engine Systems and Accessories, for Honeywell International, Inc., a technology and manufacturing company, and Vice President Manufacturing Operations for Colt’s Manufacturing Company, LLC, a maker of firearms | | | | | • | Membership on the Boards of Stanley Black & Decker, Inc., a diversified global provider of hand and power tools and accessories, the National Association of Manufacturers (NAM), and is Chairman of the Board of Trustees of MAPI |
Lynn J. Good Age: 54
Director Since: 2009
Committees: Audit (Chair), Executive, and Nominating and Corporate Governance
Designations: Independent; Audit Committee Financial Expert
Directorship: Duke Energy Corporation Ms. Good has served as President, Chief Executive Officer and Vice Chair of Duke Energy Corporation (a publicly traded electric power transmission and distribution business) since July 2013. Prior to that, she served as Executive Vice President and Chief Financial Officer from 2009 to 2013, Group Executive and President of Duke Energy’s Commercial Businesses from 2007 to 2009, and Treasurer from 2006 to 2007. She also held the position of Executive Vice President and Chief Financial Officer of Cinergy Corp. (a utility holding company) prior to its acquisition by Duke Energy from 2005 to 2006. Skills and Qualifications Ms. Goodbrings to the Board CEO, CFO, auditing, public company board, and extensive executive management experience in the utility industry, including: | • | Serving as President and CEO, and a Director of Duke Energy | | | | | • | Significant financial experience as Executive Vice President and CFO of Duke Energy, Senior Vice President and Treasurer; President of Commercial Business; and CFO and Controller of a utility holding company acquired by Duke Energy | | | | | • | 10 years as a Partner at Arthur Anderson LLP, 1 year at Deloitte & Touche LLP and 29 years as a Certified Public Accountant |
Anthony J. Guzzi Age: 50
Director Since: 2006
Committees: Nominating and Corporate Governance (Chair), Audit, and Executive
Designations: Independent; Lead Director
Directorship: EMCOR Group, Inc., since 2009 Mr. Guzzi has served as President and Chief Executive Officer of EMCOR Group, Inc. (a publicly traded mechanical, electrical construction and facilities services company) since January 2011. Previously, he was electedPresident and Chief Operating Officer from 2004 to 2010. He also served as President, North American Distribution and Aftermarket of Carrier Corporation (HVAC and refrigeration systems), a subsidiary of United Technologies Corporation from 2001 to 2004, and President, Commercial Systems and Services in 2001. Skills and Qualifications Mr. Guzzibrings to the Board CEO, COO, manufacturing, strategic development, operations, consulting, and public company board experience, including: | • | Serving as President and CEO and a Director of EMCOR Group, Inc., a corporation specializing in electrical and mechanical construction and facilities services | | | | | • | Extensive experience in manufacturing and distribution having served as President, North American Distribution and Aftermarket, and President, Commercial Systems and Services of Carrier Corporation, a subsidiary of United Technologies Corporation | | | | | • | Past experience as an engagement manager with McKinsey & Company, a prominent management consulting firm |
Neal J. Keating Age: 58
Director Since: 2010
Committees: Audit, and Nominating and Corporate Governance
Designation: Independent
Directorship: Kaman Corporation, since 2007 Mr. Keating has served as the Chairman of the Board, President and Chief Executive Officer of Kaman Corporation (a publicly traded aerospace and industrial distribution company), since 2008. Prior to that, he held the position of President and Chief Operating Officer of Kaman from 2007 to 2008. From 2004 to 2007, he held the position of Chief Operating Officer of Hughes Supply (a wholesale distributor acquired by Home Depot). Skills and Qualifications Mr. Keatingbrings to the Board an extensive history of senior executive leadership and board experience, and a strong background in international operations, distribution, and mergers and acquisitions, including: | • | Serving as Chairman of the Board and CEO of Kaman Corporation, a public manufacturing corporation that serves the aerospace and industrial distribution industries | | | | | • | Past experience as COO of Hughes Supply and Executive Vice President and COO of Rockwell Collins, Commercial Systems | | | | | • | Former Managing Director and CEO of GKN Aerospace, and Director of GKN plc, an international aerospace, automotive and land systems business |
HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement12 
John F. Malloy Age: 59
Director Since: 2011
Committees: Audit and Finance
Designation: Independent
Directorships: Victaulic Company, since 2006; Lehigh Gas Partners, since 2012 Mr. Malloy has served as the Chairman of the Board, President and Chief Executive Officer of Victaulic Company (a privately held mechanical pipe joining systems company) since 2006. Prior to that, he held the position of President and Chief Executive Officer from 2004 to 2006 at Victaulic, and also President and Chief Operating Officer from 2002 to 2004. Skills and Qualifications Mr. Malloybrings to the Board many years of senior management, operations, economic and strategic planning experience having served as the CEO and COO of a global manufacturing and distribution company, including: | • | 12 years of executive management experience at a leading worldwide manufacturing company | | | | | • | Over 15 years of experience in various senior level strategic planning positions at United Technologies Corporation | | | | | • | Holds a Ph.D. in economics and has taught courses in Economics at Hamilton College |
Andrew McNally IV Age: 74
Director Since: 1980
Committees: Finance (Chair), Compensation, and Executive
Designation: Independent Mr. McNally has served as a Senior Advisor for Hammond, Kennedy, Whitney & Company (a private merchant banking firm) since 2007 and as Partner from 1998 to 2006. He has also served as a Member of McNally Investments (a private merchant banking firm) since 2005. Previously, he held the position of Chairman and Chief Executive Officer of Rand McNally (printing, publishing and map-making) from 1993 to 1998, President and Chief Executive officer from 1978 to 1993, and President from 1974 to 1978. Skills and Qualifications Mr. McNallybrings to the Board many years of CEO, management and operations experience in the publishing industry and public and private company boards, as well as an extensive background in finance and merchant and investment banking, including: | • | Past Chairman and CEO of Rand McNally, a company engaged in printing, publishing and map-making | | | | | • | Former Director of numerous public and private corporations, including Reinhold Industries, Inc., Burns International Service Corp. (acquired by Securitas AB), Zenith Electric Corp., Mercury Finance, and First Illinois Corporation | | | | | • | Former Partner and current Senior Advisor, Hammond, Kennedy, Whitney & Company, a merchant banker, and a partner in McNally Investments, a merchant banker |
David G. Nord Age: 56
Director by the shareholdersSince: 2013
Committee: Executive
Designation: Not Independent Mr. Nord has served as President and Chief Executive Officer of the Company except for since January 2013 after having served in the role of President and Chief Operating Officer since June 2012. Prior to that, he held the position of Senior Vice President and Chief Financial Officer of the Company from September 2005 to June 2012. Skills and Qualifications Mr. Keating who was appointedNordbrings to the Board extensive financial, operational, and strategic planning experience, and a strong background in the manufacturing industry having served as a senior executive at 2 global manufacturing companies, including: | • | Serving as the Company’s Senior Vice President and CFO for 7 years and as COO prior to his appointment to CEO in 2013 | | | | | • | 10 years in various senior leadership positions at United Technologies Corporation including Vice President-Finance and CFO of Hamilton Sundstrand Corporation, one of its principal subsidiaries | | | | | • | Roles of increasing responsibility at The Pittston Company, a publicly held multinational corporation, and Deloitte & Touche |
G. Jackson Ratcliffe Age: 77
Director Since: 1980
Committees: Executive (Chair) and Finance Designation: Independent
Directorship: Sunoco, Inc. (1998 - 2009) Mr. Ratcliffe has served the Company as Chairman of Directorsthe Board from 1987 to 2004, and Chairman of the Board, President and Chief Executive Officer from 1987 to 2001. Previously, he held senior executive positions in September 2010. the Company’s finance and legal departments. Skills and Qualifications As the former Chairman, President and CEO of the Company,Mr. Keating was recommendedRatcliffebrings to the Board by a non-management director. Messrs. Edwards and Hoffman are retiring as Directorsdeep knowledge of the CompanyCompany’s businesses and industry and with that extensive experience in accordancestrategic planning, mergers and acquisitions, and public company board service, including: | • | 38 years of service with the Company — 14 years as President and CEO, 17 years as Chairman, and 7 years as CFO | | | | | • | Extensive legal (in-house counsel and private practice) background having served as the Company’s Chief Legal Officer for 6 years | | | | | • | Past service on the boards of 9 public and private companies, including Sunoco, Inc., Praxair, Inc., Barnes Group, Inc., Olin Corporation, and Aquarion Company |
HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement13 
Carlos A. Rodriguez Age: 49
Director Since: 2009
Committees: Compensation and Finance
Designation: Independent
Directorship: Automatic Data Processing, Inc., since 2011 Mr. Rodriguez has served as President and Chief Executive Officer of Automatic Data Processing, Inc. (“ADP”) (a publicly traded payroll and tax processing, and business services company) since November 2011. Previously, he served as President and Chief Operating Officer of ADP from May to November 2011, as President, National Account Services and Employer Services International from 2010 to 2011, as Division President for ADP’s Small Business Services and the Professional Employer Organization from 2007 to 2010, and as Division President, Professional Employer Organization from 1999 to 2007. Skills and Qualifications Mr. Rodriguezbrings to the Board several years of experience as a public company executive officer and a strong background in finance, general management, international business and operations, including: | • | Serving as the current President and CEO of ADP, one of the largest payroll and tax filing processors in the world | | | | | • | Holding the position of CFO and other high level finance experience with a public company acquired by ADP and two privately held corporations |
John G. Russell Age: 56
Director Since: 2011
Committees: Compensation, and Nominating and Corporate Governance Guidelines (the “Guidelines”
Designation: Independent
Directorships: CMS Energy Corporation and Consumers Energy Company, since 2010 Mr. Russell has served as the President and Chief Executive Officer of CMS Energy Corporation (“CMS Energy”) after servingand Consumers Energy Company (“Consumers Energy”) (a publicly traded electric and natural gas utility) since 2010. Previously, he held the Company’s shareholdersposition of President and Chief Operating Officer of Consumers Energy from 2004 to 2010. Skills and Qualifications Mr. Russellbrings to the Board many years of experience as a public company executive officer and Director in that capacitythe utility industry, and possesses a strong background in operations, regulated utilities and governance, including: | • | Serving as the President and CEO of CMS Energy and Consumers Energy, and previously as COO | | | | | • | Over 30 years of both hands-on and leadership experience in the utility industry which represents a significant part of the Company’s overall business | | | | | • | Serving on the boards of CMS Energy and Consumers Energy |
Steven R. Shawley Age: 61
Director Since: 2014
Committees: Audit and Finance
Designations: Independent; Audit Committee Financial Expert
Directorship : GrafTech International, since 19902010 Mr. Shawley served as the Senior Vice President and 1989, respectively,Chief Financial Officer of Ingersoll-Rand Company (a publicly traded manufacturer of climate solutions, and therefore are not standing for re-election. industrial and security technologies) from 2008 to 2013. Previously, he held the position of Senior Vice President and President of Ingersoll-Rand’s Climate Control Technologies business from 2005 to 2008. Skills and Qualifications Mr. Shawleybrings to the Board extensive leadership experience as a public company executive officer and Director, and a strong background in finance, accounting and audit, including: | • | Over 14 years of experience as a public company officer, including serving as the Senior Vice President and CFO of Ingersoll-Rand and President of one of its major business sectors | | | | | • | Holding multiple financial roles of increasing responsibility over the course of 30+ years including audit, accounting, financial planning and as the controller of Westinghouse Electric Corporation’s largest manufacturing division and CFO of its Thermo King subsidiary | | | | | • | Serving on the board of a public company and as Chair of its Audit Committee |
Richard J. Swift Age: 69
Director Since: 2003
Committees: Compensation (Chair), Executive, and Nominating and Corporate Governance
Designation: Independent
Directorships: CVS/Caremark Corporation, since 2006; Ingersoll-Rand Company, PLC, since 1995; Kaman Corporation, since 2002; Public Service Enterprise Group Incorporated, since 1994 Mr. Swift served as the Chairman of the Financial Accounting Standards Advisory Council from 2002 to 2006. Previously, he held the position of Chairman, President and Chief Executive Officer of Foster Wheeler Ltd. (design, engineering, construction and other services) from 1994 to 2001. Skills and Qualifications Mr. Swiftpossesses CEO experience, extensive public company board experience, and a strong finance, engineering and corporate governance background, including: | • | Former Chairman, President and CEO of Foster Wheeler Ltd. | | | | | • | Former Chairman of the National Foreign Trade Council and the Financial Accounting Standards Advisory Council, which advises the Financial Accounting Standards Board on accounting standards | | | | | • | Membership on the boards of 4 public companies | | | | | • | Former licensed professional engineer |
During the five years ended December 31, 2013, Mr. Cardoso, Mr. Keating, Mr. Malloy, Mr. McNally, Mr. Ratcliffe, Mr. Shawley and Mr. Swift have either been retired or held the principal occupation listed in their biography above. The employment history of each of the other Director nominees during such time period is reflected in their biographies above. HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement14 Vote Requirement Directors are elected by plurality vote. Votes withheld abstentions and broker non-votes will not affect the election of Directors. | | | | | | | | | | | | | | | Year First
| | | | | | | | Became a
| Name | | Age(1) | | Principal Occupation | | Director | | | | Timothy H. Powers | | 62 | | Chairman of the Board, President, and Chief Executive Officer of the Company, since 2004; President and Chief Executive Officer, 2001-2004. Director of MeadWestvaco Corporation since 2006. | | 2001 | | G. Jackson Ratcliffe | | 74 | | Chairman of the Board of the Company, 1987-2004; Chairman of the Board, President and Chief Executive Officer, 1988-2001. Director of Sunoco, Inc. 1998-2009 and Praxair, Inc., 1992-2008. | | 1980 |
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The Board of Directors Recommends that Shareholders Vote “FOR” all of the Nominees. | | | | | | | | | | | | | | | Year First
| | | | | | | | Became a
| Name | | Age(1) | | Principal Occupation | | Director | | | | Lynn J. Good | | 51 | | Group Executive and Chief Financial Officer of Duke Energy Corporation (“Duke”) (electric power transmission and distribution), since July 2009; Group Executive and President of Duke’s Commercial Businesses, 2007-2009; Treasurer, 2006-2007. Executive Vice President and CFO, Cinergy Corp., acquired by Duke, 2005-2006. | | 2009 | | Anthony J. Guzzi | | 47 | | President and Chief Executive Officer of EMCOR Group, Inc. (mechanical, electrical construction and facilities services) since January 2011; President and Chief Operating Officer, 2004-2010. President, North American Distribution and Aftermarket, Carrier Corporation, a subsidiary of United Technologies, 2001-2004; President, Commercial Systems and Services, 2001. Director of EMCOR Group, Inc. since 2009. | | 2006 | | Neal J. Keating | | 55 | | Chairman of the Board, President and Chief Executive Officer of Kaman Corporation (aerospace and industrial distribution), since 2008; President and Chief Operating Officer, 2007-2008. Chief Operating Officer, Hughes Supply (a wholesale distributor acquired by Home Depot), 2004-2007. Director of Kaman Corporation since 2007. | | 2010 | | Andrew McNally IV | | 71 | | Senior Advisor, Hammond, Kennedy, Whitney & Company (merchant banking), since 2007; Partner, 1998-2006. Member, McNally Investments (merchant banking), since 2005. Chairman and Chief Executive Officer of Rand McNally & Company (printing, publishing and map-making), 1993-1997. Director of Reinhold Industries, Inc., 1999-2006. | | 1980 | | Carlos A. Rodriguez | | 46 | | President, National Account Services & Employer Services International, Automatic Data Processing, Inc. (“ADP”) (payroll and tax processing, and business services), since March 2010. Division President for ADP’s Small Business Services and the Professional Employer Organization, 1999-2010. | | 2009 | | Richard J. Swift | | 66 | | Chairman of the Financial Accounting Standards Advisory Council, 2002-2006. Chairman, President and Chief Executive Officer of Foster Wheeler Ltd. (design, engineering, construction and other services), 1994-2001. Director of CVS Caremark Corporation since 2006, Ingersoll-Rand Company PLC since 1995, Kaman Corporation since 2002, and Public Service Enterprise Group Incorporated since 1994. | | 2003 | | Daniel S. Van Riper | | 70 | | Independent Financial Consultant, since 2003. Senior Vice President and Chief Financial Officer, Sealed Air Corporation (packaging materials and systems), 1998-2002; Special Advisor, 2002-2005. Director of 3D Systems Corporation since 2004, DOV Pharmaceutical, Inc., 2002-2008, and New Brunswick Scientific Co., Inc., 2001-2007. | | 2003 |
COMPENSATION OF DIRECTORS The NCGC annually reviews all forms of independent Director compensation in relation to other U.S. companies of comparable size and the Company’s competitors, and recommends changes to the Board, when appropriate. The NCGC is supported in this review by Exequity LLP (“Exequity”), an independent outside compensation consultant engaged by the NCGC, which provides compensation consultation and competitive benchmarking. As a result of this review, the Director compensation program reflects a mainstream approach to the structure of the compensation components and the method of delivery. The following table describes the components of non-management Director compensation: | Compensation Component | | | | Annual Board Retainer | | $75,000 | | Chairman of the Board Retainer | | $100,000 | | Committee Chair Retainer | | $20,000 – Audit | | | $15,000 – Compensation | | | $13,000 – Finance | | | $13,000 – NCGC | | Committee Member Retainer | | $10,000 – Audit | | | $7,000 – Compensation | | | $5,000 – Finance | | | $5,000 – NCGC | | Board / Committee Meeting Fees | | None | Annual Restricted Share Grant
(upon election at Annual Meeting) | | $110,000 in value of Class B Common Stock that vest on the date of the next Annual Meeting if the Director is still serving (or earlier, upon death or a change in control) | | Stock Ownership Guidelines* | | Within five years of joining the Board, ownership in Common Stock or deferred stock units valued at 4 times the average annual retainer paid to the Director in the past 5 years | | Discretionary Fee** | | Upon NCGC recommendation and consent of the Chairman of the Board, fees commensurate with any activities performed outside the scope of normal Board and Committee service, at the Company’s request |
| * | Directors who are first standing for election are encouraged to own 1,000 shares of any class(es) of Company common stock prior to the filing of the proxy statement for the meeting at which the Director is standing for election. | | ** | Activities may include customer visits, conference attendance, or training meetings. |
Deferred Compensation Plan The Company maintains a Deferred Compensation Plan for non-management Directors (“Deferred Plan for Directors”) which enables Directors, at their election, to defer all or a portion of their annual Board and Committee retainers into: | • | A Stock Unit account in which each stock unit consists of one share each of the Company’s Class A and Class B Common Stock. Dividend equivalents are paid on the stock units contained in the Director’s account and converted into additional stock units. Upon distribution, all stock units are converted into shares of Class B Common Stock. | (1) | | | | As of March 4, 2011.• | A Cash account which is credited with interest at the prime rate in effect at the Company’s principal commercial bank on the date immediately following each regularly scheduled quarterly Board meeting. |
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The Deferred Plan for Directors also enables such Directors, at their election, to defer all or a portion of their annual restricted share grant into:DuringA Restricted Stock Unit account providing for the five years ended December 31, 2010,credit of one restricted stock unit for each share of restricted stock deferred. Restricted stock units are subject to the Directors, other than Messrs. Guzzi, Keating, McNally and Rodriguez, and Ms. Good has either been retired or held the principal occupation set forth above opposite his or her name. The employment history of Messrs. Guzzi, Keating, McNally and Rodriguez, and Ms. Good during the past five years is reflectedsame vesting terms described in the table above.above and are payable in the form of one share of Class B Common Stock for each restricted stock unit. Dividend equivalents are paid on the restricted stock units contained in the account and converted into additional restricted stock units.
Generally, all distributions under the Deferred Plan for Directors are paid only after termination of service, and may be paid in a lump sum or in annual installments, at the Director’s election. However, in the event of a change of control, all amounts credited to a Director’s account are paid in a lump sum, with amounts credited as stock units immediately converted into a right to receive cash. HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement15 Director Compensation Table for Fiscal Year 2013 The following table shows the compensation paid by the Company to non-management Directors for service on the Company’s Board of Directors during fiscal year 2013. Mr. Nord receives no compensation beyond that described in the Executive Compensation section on page 39 for his service as Director. | Name | | Fees Earned
or Paid in Cash(1)
($) | | Stock Awards(2)
($) | | Non-Equity
Incentive Plan
Compensation
($) | | All Other
Compensation(3)(4)
($) | | Total
($) | | Carlos M. Cardoso | | 82,544 | | 109,992 | | – | | 336 | | 192,872 | | Lynn J. Good | | 96,511 | | 109,992 | | – | | 4,336 | | 210,839 | | Anthony J. Guzzi | | 98,000 | | 109,992 | | – | | 4,336 | | 212,328 | | Neal J. Keating | | 90,000 | | 109,992 | | – | | 2,336 | | 202,328 | | John F. Malloy | | 90,000 | | 109,992 | | – | | 336 | | 200,328 | | Andrew McNally IV | | 95,000 | | 109,992 | | – | | 4,336 | | 209,328 | | David G. Nord | | – | | – | | – | | – | | – | | Timothy H. Powers(5) | | 533,865 | | 109,992 | | 425,000 | | 89,653 | | 1,158,510 | | G. Jackson Ratcliffe | | 80,000 | | 109,992 | | – | | 736 | | 190,728 | | Carlos A. Rodriguez | | 87,000 | | 109,992 | | – | | 336 | | 197,328 | | John G. Russell | | 87,000 | | 109,992 | | – | | 336 | | 197,328 | | Steven R. Shawley(6) | | – | | – | | – | | – | | – | | Richard J. Swift | | 95,000 | | 109,992 | | – | | 4,336 | | 209,328 | | Daniel S. Van Riper(7) | | 35,588 | | – | | – | | 140 | | 35,728 |
| (1) | Includes the following amounts deferred and held under the Company’s Deferred Plan for Directors: Mr. Cardoso — $82,544, Ms. Good — $75,000, Mr. Guzzi — $98,000, Mr. Keating — $45,000, Mr. Powers — $117,198, Mr. Rodriguez — $87,000, Mr. Russell — $87,000, and Mr. Swift — $75,000. | | | | (2) | Amounts shown represent the grant date fair value of 1,134 shares of restricted stock granted to each Director at the Company’s May 7, 2013 Annual Meeting of Shareholders as computed in accordance with FASB ASC Topic 718. In addition, Mr. Powers has 221,676 SARs (of which 149,348 are vested and 72,328 are unvested) and 38,855 unvested performance shares that he acquired during his tenure as an executive officer of the Company. See the “Equity Award Plan Vesting Provisions” on page 41 for details on the vesting provisions of these awards upon Retirement. For a discussion of the assumptions made in the valuation reflected in these columns, see Note 17 to the Consolidated Financial Statements for 2013 contained in the Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 18, 2014. These shares will vest as of the date of the 2014 Annual Meeting of Shareholders if the Director is still serving at that time (or earlier, upon death or a change in control). Mr. Cardoso, Ms. Good, Mr. Guzzi, Mr. Keating, Mr. Powers, Mr. Rodriguez and Mr. Russell each elected to defer their entire 2013 annual restricted stock grant pursuant to the terms of the Deferred Plan for Directors as discussed on page 15. See the table below for the aggregate number of stock awards held by each Director as of December 31, 2013. | | | | (3) | Includes the Company’s payment of $336 for life and business travel accident insurance premiums for each Director. | | | | (4) | Includes a Company matching contribution to an eligible educational institution under The Harvey Hubbell Foundation Educational Matching Gifts Program in the following amounts: Ms. Good — $4,000, Mr. Guzzi — $4,000, Mr. Keating - $2,000, Mr. McNally — $4,000, Mr. Ratcliffe — $400, and Mr. Swift — $4,000. | | | | (5) | From January 2013 to May 2013, Mr. Powers was an employee of the Company and served as the Company’s executive Chairman of the Board, following which he transitioned to the role of non-executive Chairman of the Board. The amounts shown in the table above include Mr. Powers’ compensation for his service as executive Chairman described as follows:Fees Earned or Paid in Cash- $416,667 base salary paid in 2013;Non-Equity Incentive Plan Compensation– reflects the short-term incentive award earned by Mr. Powers in 2013 under the Company’s Senior Plan; andAll Other Compensation– reflects the incremental cost to the Company for providing the use of an automobile, financial planning, supplemental medical insurance, personal use of the Company aircraft ($68,550), and a Company 401(k) matching contribution of $7,650 under the DC Plan. The Company calculates the incremental cost for use of an automobile to include lease payments, fuel, taxes, maintenance, insurance and registration less monthly payments made by the executive multiplied by the percentage attributable to personal use; for financial planning services and supplemental medical insurance, the incremental cost reflects the actual cost to the Company; and for personal use of the Company aircraft, the incremental cost includes fuel, landing, hangar and maintenance fees, crew expenses and costs associated with “deadhead” flights. | | | | (6) | Mr. Shawley was appointed to the Board in February 2014 and therefore did not receive any compensation in 2013. | | | | (7) | Mr. Daniel S. Van Riper retired from the Board of Directors in May 2013. |
As of December 31, 2013, the following table shows the balance in each non-management Directors’ (i) stock unit account (each stock unit consists of one share each of Class A and Class B Common Stock) and (ii) restricted stock unit account (each restricted stock unit consists of one share of Class B Common Stock) under the Deferred Plan for Directors. See the “Deferred Compensation Plan” section on page 15 for additional information: | Name | | Aggregate No. of Stock Units
Held at Year End (#) | | Aggregate No. of Restricted
Stock Units Held at Year End (#) | | Carlos M. Cardoso | | 428 | | 1,150 | | Lynn J. Good | | 2,229 | | 2,595 | | Anthony J. Guzzi | | 7,866 | | 2,595 | | Neal J. Keating | | 1,119 | | 2,595 | | John F. Malloy | | 620 | | 1,446 | | Andrew McNally IV | | — | | — | | David G. Nord | | — | | — | | Timothy H. Powers | | 591 | | 1,150 | | G. Jackson Ratcliffe | | — | | — | | Carlos A. Rodriguez | | 2,292 | | 2,595 | | John G. Russell | | 1,054 | | 2,595 | | Steven R. Shawley | | — | | — | | Richard J. Swift | | 6,737 | | — | | Daniel S. Van Riper | | 3,592 | | — |
HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement16 CORPORATE GOVERNANCE The Board of Directors has adopted the Company’s Corporate Governance Guidelines with respect(“Guidelines”) to significant corporate governance issues. These Guidelines cover such issues asassist the compositionBoard in the exercise of its responsibilities and to best serve the interests of the BoardCompany and Board Committees, Board and Board Committee meetings, leadership development, including succession planning, new Director orientation, Board responsibilities and compensation, and Director independence.its shareholders. The Guidelines may be viewed onreflect the Company’s website atwww.hubbell.com. Board’s commitment to good governance through the establishment of policies and procedures in areas it believes are critical to the enhancement of shareholder value. It is the Board’s intention that these Guidelines serve as a framework within which the Board can discharge its duties and foster the effective governance of the Company. The Board of Directors of the Company met nine9 times during the year ended December 31, 2010. During 2010, no Director attended fewer than 75% of the aggregate number of meetings of the Board of Directors and meetings of Committees of which the Director was a member. Board members are expected to attend the Company’s annual meetings of shareholders. All of the Company’s Directors were in attendance at the Company’s May 3, 2010 Annual Meeting of Shareholders, except for Mr. Keating who was appointed to the Board in September 2010. 2013.Director Independence The Company’s Guidelines indicate that the Board shall be comprised of a majority of independent Directors. EachIn evaluating the independence of Directors, each year the Nominating and Corporate Governance CommitteeNCGC reviews all relationships between Directors and the Company and its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company or any of its subsidiaries) and the Company and its subsidiaries in accordance with the objective criteriarules of independence set forth by the New York Stock Exchange (“NYSE”) and the SECSecurities and Exchange Commission (“SEC”) and considers whether any relationship individually or in the aggregate, is material and has impaired or may impair a Director’s exercise of independent judgment.material. The Nominating and Corporate Governance CommitteeNCGC also reviews a summary of the answersresponses to annual questionnaires completed by each of the Directors, a report of transactions with Director-affiliated entities, Code of Ethics compliance certifications, (described below), the status of case submissions filed with the Company’s confidential communication hotline, and Company donations to charitable organizations with which a Director may be affiliated (noting that The Harvey Hubbell Foundation Educational Matching Gifts Program is available to all Directors, officers and employees and matches eligible gifts up to a maximum of $4,000 made by an individual in any singlea calendar year). Following review and discussion, the Nominating and Corporate Governance CommitteeNCGC and the Company’s Vice President, General Counsel and Secretary provide the results of this analysis and supporting information to the Board of Directors. In evaluating and determining the independence of the Directors, the Nominating and Corporate Governance CommitteeNCGC considered that in the ordinary course of business, transactions may occur between the Company and its subsidiaries and entities with which some of the Directors are or have been affiliated. Specifically, Messrs. Edwards, Swift and Van Riper serve as directors of other companiesFor example: | • | Mr. Cardoso serves as a director and executive officer of Kennametal, Inc. and as a director of Stanley Black & Decker, Inc., with which the Company engages in ordinary course business transactions; Ms. Good and Mr. Rodriguez are officers of other companies with which the Company engages in ordinary course business transactions; and Messrs. Guzzi and Keating serve as both directors and executive officers of other companies with which the Company engages in ordinary course transactions. In 2013, the Company purchased tools and component parts from Kennametal and tools and maintenance supplies from Stanley Black & Decker which purchases constituted less than 0.5% of each of Kennametal’s and Stanley Black & Decker’s sales during 2013. | | | | | • | Ms. Good serves as a director and executive officer of Duke Energy Corporation, with which the Company engages in ordinary course business transactions. In 2013, the Company sold power-related products, and test and communications equipment to Duke Energy and purchased utility power service from Duke Energy. These transactions constituted less than 0.5% of Duke Energy’s sales during 2013. | | | | | • | Mr. Guzzi serves as a director and executive officer of EMCOR Group, Inc., with which the Company engages in ordinary course business transactions. In 2013, the Company sold cable glands and enclosure products to EMCOR Group. These transactions constituted less than 0.5% of EMCOR’s sales during 2013. | | | | | • | Mr. Keating serves as a director and executive officer of Kaman Corporation, with which the Company engages in ordinary course business transactions. In 2013, the Company sold ethernet and business access equipment to Kaman Corporation and purchased certain component parts from Kaman. These transactions constituted less than 0.5% of Kaman’s sales during 2013. | | | | | • | Mr. Malloy serves as a director and executive officer of Victaulic Company, with which the Company engages in ordinary course business transactions. In 2013, the Company sold motor control products to Victaulic which transactions constituted less than 0.5% of Victaulic’s sales during 2013. | | | | | • | Mr. Rodriquez serves as a director and executive officer of ADP, with which the Company engages in ordinary course business transactions. In 2013, the Company purchased payroll processing services from ADP which purchases constituted less than 0.5% of ADP’s sales during 2013. | | | | | • | Mr. Russell serves as a director and executive officer of CMS Energy and Consumers Energy, with which the Company engages in ordinary course business transactions. In 2013, the Company sold power transmission and distribution products, and communications equipment to CMS Energy and Consumers Energy. These transactions constituted less than 0.5% of each of CMS Energy’s and Consumers Energy’s respective sales during 2013. | | | | | • | Mr. Swift serves as a director of Ingersoll-Rand Company, Kaman Corporation, CVS Caremark and Public Service Enterprise Group Inc. (“PSEG”) with which the Company engages in ordinary course business transactions. During 2013, the Company sold motor controls to Ingersoll-Rand Company, ethernet and business access equipment to Kaman Corporation, and electrical enclosures to PSEG. In addition, during 2013 the Company purchased tools and maintenance related items from Ingersoll-Rand, tools and component parts from Kaman, prescription management services from CVS Caremark and utility power service products from PSEG. These transactions constituted less than 0.5% of each of Ingersoll-Rand’s, Kaman’s, CVS Caremark’s, and PSEG’s respective sales during 2013. |
The Nominating and Corporate Governance CommitteeNCGC considered the nature and dollar amounts of transactions with each of these entities and any related arrangements between the Company and any of the applicable customers or suppliers,above transactions and determined that none were required to be disclosed as a related party transaction under the federal securities laws or otherwise impaired the applicable Director’s independence underas all of these ordinary course transactions were significantly below the NYSE guidelines. In addition, the Nominating and Corporate Governance Committee considered Mr. Ratcliffe’s prior service to the Company as President and CEO ending in 2001, as Chairmanbright-line independence threshold of the Boardgreater of $1 million, or 2% of the other company’s sales, and as a consultant each ending in 2004, and the fact that he no longer had any relationship with the Company except as a Director and as a trustee of a significant shareholder, and determined that, in additionwere immaterial to meeting the NYSE “bright line” test for independence with respect to such prior service to the Company, such prior service did not otherwise impair his independence.
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all companies involved. As a result of this review, the Board has determined that each of the following Directors areis independent in accordance with applicable law and the NYSE rules:other than Mr. George W. Edwards, Jr., Ms. Lynn J. Good,Nord. Mr. Anthony J. Guzzi, Mr. Joel S. Hoffman, Mr. Neal J. Keating, Mr. Andrew McNally IV, Mr. G. Jackson Ratcliffe, Mr. Carlos A. Rodriguez, Mr. Richard J. Swift and Mr. Daniel S. Van Riper; and that Mr. Timothy H. Powers is not independent. Mr. PowersNord is not considered an independent outside Director because of his employment as Chairman of the Board,Company’s current President and CEOCEO.HUBBELL INCORPORATED - Notice of the Company. In determining the nominees for election as Directors at the 20112014 Annual Meeting of Shareholders the Nominating and Corporate Governance Committee noted that the Company’s& Proxy Statement17 Waiver to Stand for Re-Election The Guidelines provide that upon reaching age 72 a director shall not thereafter stand for re-election unless the Board, based upon the recommendation of the Nominating and Corporate Governance Committee,NCGC, makes an exception to this standard as deemed appropriate in the interests of the Company’s shareholders. Mr. Ratcliffe had reached the age of 72 in March 2008 and the Committee had determined that a waiversince then has been granted waivers of thethis guideline was appropriate in Mr. Ratcliffe’s case in lightrecognition of his extensive managerial experience and deep knowledge of the Company’s businesses. The CommitteeMr. McNally reached age 72 in November 2011 and was granted a waiver in 2012 and 2013 for his invaluable Company experience and insights gained from serving the Company’s shareholders as a Director for over thirty years. As a result, the NCGC and Board determined that a waiver of the guideline continued to be appropriate for Mr. Ratcliffe and Mr. McNally in connection with the 20112014 election of Directors. Director Nomination Process In searching for qualified Director candidates for election to the Board and to fill vacancies on the Board, the Board may solicit current Directors or members of executive management for the names of potentially qualified candidates, consult with outside advisors, retain a director search firm or consider nominees suggested by shareholders. All Director candidates are reviewed and evaluated by the NCGC in relation to the specific qualifications and experience sought by the Board for membership (as discussed in the “Election of Directors” section on page 11), and the Board’s needs at that time. A candidate whose qualifications and experience align with this criteria is then interviewed by members of the NCGC, other Board members, and executive management to further assess the candidate’s qualifications and experience and determine if the candidate is an appropriate fit. Candidates may be asked to submit additional information to support their potential nomination and references may be requested. Upon reviewing the candidate as a whole, the NCGC considers whether to recommend the candidate’s nomination to the Board. If the Board approves of the recommendation, the candidate is then nominated for election by the Company’s shareholders or appointed by the Board to fill a vacancy, as applicable. Any shareholder who intends to recommend a candidate to the NCGC for consideration as a Director nominee should deliver written notice, which must include the same information requested by Article I, Section 11(a)(2) of our By-Laws, to the Secretary of the Company with the following information about the nominee: | • | Biographical data (business experience, board service, academic credentials) | | | | | • | Transactions between the shareholder and the candidate, and the Company or its management | | | | | • | Relationships or arrangements between the shareholder and the candidate | | | | | • | Any other transactions or relationships which the Board of Directors should be aware in order to evaluate the candidate’s independence | | | | | • | Details of any litigation involving the shareholder and candidate adverse to the Company or associated with an entity engaged in such litigation | | | | | • | Whether the candidate or any company at which the candidate is a current or former officer or director is, or has been, the subject of any SEC, criminal or other proceedings or investigations related to fraud, accounting or financial misconduct, or any other material civil proceedings or investigations | | | | | • | Written consent confirming the candidate’s (i) consent to be nominated and named in the Company’s Proxy Statement and, if elected, to serve as a Director of the Company and (ii) agreement to be interviewed by the NCGC and to submit additional information if requested |
Any such notice should be delivered to the Company sufficiently in advance of the Company’s annual meeting to permit the NCGC to complete its review in a timely fashion. Board Leadership Structure The Company’s By-Laws require the Board to choose the Chairman of the Board from among the Directors and provide the Board with the ability to appoint the PresidentCEO of the Company as the Chairman of the Board. This approach gives the Board the necessary flexibility to determine whether these positions should be held by the same person or by separate persons based on the leadership needs of the Company at any particular time. Based on The Board believes that there is no single, generally accepted approach to providing Board leadership, and that each of the possible leadership structures for a board must be considered in the context of the individuals involved and the specific circumstances facing a company at any given time. Accordingly, the optimal board leadership structure for a particular company may vary as circumstances change.Effective January 1, 2013, the Board appointed Mr. Nord as the Company’s present circumstances,President and CEO succeeding Mr. Powers who will remain Chairman of the Board hasthrough the 2014 Annual Meeting. In connection with the succession of Mr. Nord as the Company’s CEO, the Board determined that Mr. Powers should continue to serve as the Chairman during the transition of the CEO role to Mr. Nord. The Board determined that this structure is best for the Company and its shareholders are best servedat this time, because it allows Mr. Nord, as a new CEO, to dedicate himself to operational matters during this transition phase, while providing for Board leadership continuity by havingallowing Mr. Powers serve asto focus on Board-related matters. The Company adopted a similar board leadership structure during its Chairman of the Board, President and CEO. Mr. Powers’ combined role as Chairman of the Board, President and CEO promotes unifiedprevious leadership and direction for the Company, which allows for a single, clear focus for management to execute the Company’s strategy and business plans. Mr. Powers has served in this combined role since 2004. However,transition when from 2001 to 2004, to assist in the transition of leadership from Mr. Ratcliffe (the Company’s former Chairman, President and CEO) to Mr. Powers, the Board determined that the Company was best served by having one person serve as the Chairman of the Board and another person serve as President and CEO. HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement18 In addition, the Board has established the position of an independent Lead Director who is appointed from the full Board membership, upon the recommendation of the NCGC, to serve a one-year term commencing immediately following the Company’s Annual Meeting. The Board’sLead Director: | • | Coordinates the activities of the non-management Directors | | | | | • | Coordinates the agenda for and chairs sessions of the non-management Directors | | | | | • | Facilitates communications between the non-management Directors, other members of the Board, and Company management | | | | | • | Upon request, acts as the spokesperson for the Board in interactions with third parties | | | | | • | Works with the NCGC and Chairman to review and maintain the Company’s succession plans |
At such times as the Chairman is an independent director, the Chairman serves as the Lead Director. Currently, Mr. Guzzi is the Lead Director and is expected to hold this position until the 2014 Annual Meeting. The Board believes that its present leadership structure and composition provides for independent and effective oversight of the Company’s business and affairs. Theaffairs as further demonstrated by the fact that its members are current or former CEOs, CFOs or COOs of major companies in similar industries, its Audit, Compensation, and Nominating and Corporate Governance Committees are comprised entirely of Directors who meet the independence requirements of the NYSE.NYSE, and Mr. PowersNord is the only Director who is a member of executive management. Given the executive management who is also a Director. The Boardstrong operational leadership of Mr. Nord as President and Nominating and Corporate Governance Committee have assembled a Board that consists of strong and effective Directors who are currently or have been leaders or CFOs of major companies or institutions or advisors thereto, are independent analytical thinkers and have a diverse range of experience and skills. In addition,CEO, the Board has established a Lead Director position, which rotates annually among the chairs of the Board Committees,continuing oversight by Mr. Powers as detailed in the Guidelines, immediately following the Company’s annual meeting. The Lead Director coordinates the activities of the Directors who are not Company officers (including those who are not independent by virtue of a material relationship, former status or family membership, or for any other reason) (collectively, the “Non-Management Directors”), coordinates the agenda for and chairs sessions of the Non-Management Directors, and facilitates communications between the Non-Management Directors and the other membersChairman of the Board, and the management of the Company. Currently, Mr. Edwards is the Lead Director, and he is expected to hold this position through the Company’s 2011 Annual Meeting of Shareholders.
Given the strong leadership of the Company’s Chairman of the Board, President and CEO, the counterbalancing role of the Lead Director, and a Board otherwise comprised of effective and independent directors,Directors, the Board believes that its current leadership structure is appropriate at this time.However, Mr. Powers is not standing for re-election to the Board at the 2014 Annual Meeting. In light of Mr. Powers’ retirement after the 2014 Annual Meeting, the Board is evaluating its leadership needs based on the Company’s present circumstances after his retirement, as discussed above, and expects to appoint a new Chairman of the Board’s current leadership structure is appropriate.
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The Board of Directors is responsible for overseeing the Company’s risk management practices, and committeesCommittees of the Board assist it in fulfilling this responsibility. As required by its Charter, theThe Audit Committee routinely discusses with management the Company’s significantpolicies and processes with respect to risk assessment and risk management, the Company’s major financial risk exposures, and the actions management has taken to limit, monitor or control such exposures, including programs that involveexposures. Annually, the Company’s assessment of risk and risk management. In this regard, thefull Board reviews with the Company on an annual basismanagement the implementation and results of the Company’s Enterprise Risk Management Program (“ERMP”) which. The ERMP identifies and quantifies a broad spectrum of enterprise-wide risks in various categories, such as hazard,hazards, financial, operational, strategic and technical, and related action plans. The ERMP is integrated with the Company’s strategic planning process so that any risk identified as strategic in nature has an action plan in place to mitigate or eliminate it. In addition, the The Company’s Internal Audit and Legal Departments also report to the appropriate committeeBoard Committee on various matters related to the Company’sany significant risk exposures on an regular basis or more frequently, as needed.they have encountered in the course of their work that may impact the Company. Such mattersrisk exposures may include a reviewarise from reviews of metrics relatedcases submitted to the Company’s confidential communication hotline, Listen Up; reports of audits conducted by the Internal Audit Department; codeCode of ethicsEthics or compliance-related matters; major litigation and regulatory exposures;issues; and any other current matters brought to its attention from other functional areas of the Company that may present a material risk to the Company’s operations, plans or reputation. At their discretion,Management reports provided to a Board Committee on risk exposures may include detailed risk descriptions, analyses, investigations, action plans and timelines, as appropriate. Progress reports are routinely provided until the risk is satisfactorily mitigated or eliminated. Each Board Committee, as part of its reporting responsibilities under its Charter, discusses the nature and status of these risk reports with the full Board and with Company management in attendance, if appropriate. In between regular meetings, Board members of the Board may directly contact management at their discretion to review and discuss any risk-related or other concerns that may arise in between regular meetings. have arisen.In 2010,2013, as part of its risk management activities, the Company reviewed with the Compensation Committee its compensation policies and practices applicable to all employees that could affect the Company’s assessment of risk and risk management and determined that such compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The Board does not believe that its role in the oversight of the Company’s risks affects the Board’s leadership structure. The Company requires its Directors and officers to act in accordance with the highest standards of ethical conduct and has adopted a ConflictsCode of InterestEthics Policy Businessthat supports the Company’s core values of integrity, responsibility, respect for the individual, and a commitment to excellence. Our Code of Ethics Policy covers many areas of professional conduct ranging from conflicts of interest, ethical business conduct, employment policies, compliance with applicable laws and regulations, protection of Company assets and confidential information, and reporting obligations. Each year, to strengthen the Company’s commitment to ethical conduct, we provide training on various aspects of the Code of Ethics Policy and Use of Undisclosed Information Statement (“require all Directors and officers to certify compliance with the Code of Ethics”), which isEthics Policy. Waivers to the Code of Ethics for Directors and officers may be granted only by the Board of Directors or an appropriate Board Committee and, along with any amendments, will be promptly disclosed to Company shareholders on the Company’s “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002.website. The Code of Ethics Policy can be viewed on the Company’s website atwww.hubbell.comwww.hubbell.com.. The Company requires all officers and Directors to certify compliance with the Code HUBBELL INCORPORATED - Notice of Ethics on an annual basis. Waivers to the Code2014 Annual Meeting of Ethics as to officers and Directors may be made only by the Company’s Board of Directors or an appropriate committee of the Board of Directors, and will be promptly disclosed to Company shareholders through the Company’s website.Shareholders & Proxy Statement19 Communications with Directors Shareholders and interested parties may communicate with either the Company’sfull Board, the Lead Director, or with the Non-Managementnon-management Directors as a group, or with individual Directors by using anyeither of the following methods: (a) via Listen Up confidential communication: (i) electronically athttp://www.listenupreports.com; (ii) fax to 1-312-635-1501; (iii) toll free to 1-888-789-6627; or (iv) by mail to Listen Uptm/SAI Global, 101 Morgan Lane #301, Plainsboro, New Jersey 08536; or (b) by writing to: Board of Directors,c/o Richard W. Davies, Vice President, General Counsel and Secretary, Hubbell Incorporated, 40 Waterview Drive, Shelton, Connecticut 06484. Such communications | By Writing: | | Board of Directors | | | Hubbell Incorporated | | | c/o Megan C. Preneta, Corporate Secretary | | | 40 Waterview Drive | | | Shelton, Connecticut 06484 | | | | | By Email: | | Secretary@hubbell.com |
Communications will be distributedforwarded to the specific Director(s) requested by the interested party or, if generallyparty. General communications will be distributed to the full Board, or to other membersa specific member of the Board as may be appropriate depending on the material outlined in the communication. For example, if a communication relatesCertain items unrelated to accounting, internal accounting controls, or auditing matters, the communicationduties and responsibilities of the Board will not be forwarded to the Chair of the Audit Committee. including job inquiries and resumes, business opportunities, junk or mass mailings, spam, or any hostile, improper, threatening or illegal communication.Board Committees The Board of Directors has established the following Committees to assist it in fulfilling its responsibilities: Audit, Compensation, Executive, Finance, and Nominating and Corporate Governance Committees.Governance. The principal responsibilities of each of these committees isCommittees are described generally below,
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and in detail in their respective Committee Charters. The CharterCharters for each of the Company’s (i) Audit Committee, (ii) Compensation Committee, (iii) Finance Committee, and (iv) Nominating and Corporate GovernanceBoard Committees, except the Executive Committee, are available on the Company’s website atwww.hubbell.com.www.hubbell.com.The Charter for the Executive Committee is incorporated into Article III, Section 1, of the Company’s By-Laws which areis also postedavailable on the Company’s website. Audit Committee
Messrs. Guzzi, Hoffman, Keating and Van Riper, and Ms. Good serve as members The Board has determined that each member of the Audit, Committee, with Mr. Van Riper as Chairman. The Audit Committee consistsCompensation and Nominating and Corporate Governance Committees is independent for purposes of members who are “independent” as defined in the current NYSE listing standards and regulations adopted bySEC regulations.Audit Committee The Audit Committee is responsible for oversight of the SEC underCompany’s accounting and financial reporting and disclosure processes. Among its responsibilities, the federal securities laws. The Audit Committee appoints the independent registered public accounting firm to serve as auditors forand evaluates their independence and performance annually, reviews the following year, subject to ratification by the shareholders at the annual meeting; meets periodically withaudit plans and results of the independent registered public accounting firm,auditors and internal auditors, and appropriate personnel responsible for the management of the Company and subsidiary companies concerning the adequacy of internal controls and the objectivity of the financial reporting of the Company; reviews and oversees the independence of the Company’s independent registered public accounting firm; reviews and discusses the Company’s internal audit function and its personnel; pre-approves the hiring of the independent registered public accounting firm forapproves all audit and non-audit services; and reviews and approves the scope of the audit and fees for the audit and non-audit services performed by the independent registered public accounting firm.auditors. The independent registered public accounting firmAudit Committee also reviews and discusses with management and the independent auditors matters relating to the quality and integrity of the Company’s financial statements, the adequacy of its internal controls processes, and compliance with legal and regulatory requirements. The Audit Committee routinely meets in private sessions with the independent auditors, management and the internal auditors each meet alone withto facilitate the Audit Committee several times during the yearfree and have access at any timeopen communication of matters relating to the Audit Committee.Company’s financial statements and disclosures. The Board of Directors has determined in its business judgment, that each member of the Audit Committee is financially literate, at least one member of the Audit Committee meets the NYSE standard of having accounting or related financial management expertise, and that Mr. Van Riper and Ms. Good each meet the SEC criteria of anand Mr. Shawley are “audit committee financial expert”.experts” as defined by the SEC. The Audit Committee met nine8 times in 2010. Executive2013.Compensation Committee Messrs. Edwards, Hoffman, McNally, Powers,The Compensation Committee determines and Ratcliffe serve asoversees the Company’s execution of its compensation philosophy, approves all compensation of the CEO and other members of senior management, and oversees the development and administration of the Company’s compensation and benefit plans. For more information on the responsibilities of and actions taken by the Compensation Committee, see the “Compensation Discussion and Analysis” section beginning on page 26. The Compensation Committee met 5 times in 2013. Executive Committee with Mr. Ratcliffe as Chairman. The Executive Committee meets during intervals between meetings of the Board of Directors and may exercise all the powers of the Board of Directors in the management of the business and properties and affairs of the Company, except certain powers set forth in the By-Laws of the Company. The Executive Committee did not meet in 2010. Compensation Committee
Messrs. Edwards, McNally, Rodriguez, Swift, and Van Riper serve as members of the Compensation Committee, with Mr. Edwards as Chairman. The Compensation Committee consists of Directors who are “independent” as defined in the current NYSE listing standards and regulations adopted by the SEC under the federal securities laws. The Compensation Committee conducts an annual appraisal of the performance of the CEO and determines the compensation (base salary plus additional compensation and benefits) of the CEO. After consultation with the CEO (and the Chairman of the Board of Directors if a person other than the CEO is serving as Chairman), the Compensation Committee also determines the compensation of other members of the Company’s senior management group. The Compensation Committee evaluates the performance of the Chairman of the Board of Directors; determines equity grants under the Company’s 2005 Incentive Award Plan, as amended and restated; recommends (for approval) to the Board of Directors pension changes, and other significant benefits or perquisites; evaluates the Company’s compensation policies from a risk taking perspective; and reviews the members of the Company’s senior management group and plans for the development of qualified candidates, and reports to the Board of Directors annually. The Compensation Committee met five times in 2010.
Messrs. Edwards, McNally, Powers, Ratcliffe and Rodriguez serve as members of the Finance Committee, with Mr. McNally as Chairman. The Finance Committee recommends tooversees the Board of Directors of the Company
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Company’s financial and fiscal affairs and reviews proposals concerningregarding long- and short-term financing, material divestments and acquisitions, cash and stock dividend policies, stock repurchase programs, to repurchase the Company’s stock, stock splits, and other proposed changes in the Company’s capital structure; periodicallystructure. The Finance Committee also reviews the Company’s major capital expenditure policyplans, monitors tax rates and recommends changes to the Board of Directors, where appropriate, and, when requested by the Board of Directors, reviews and makes recommendations to the Board of Directors with respect to proposals concerning major capital expenditures and leasing arrangements; monitors the Company’s effective tax rate and related tax matters; reviews annually the Company’s insurance programs, and their adequacy to protect against major losses and liabilities; reviews and monitors the administration and asset management of the Company’s employee benefitpension plans including the selection of investment and other advisors, the allocation of assets between fixed income and equity, the performance of plan investment managers and pension plan contributions; and reviews and monitors the administration of the Company’s cash and investment portfolios, including the Company’s investment guideline policies. The Finance Committee met five times in 2010.portfolios.HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement20 Nominating and Corporate Governance Committee Messrs. Guzzi, Hoffman, Keating and Swift, and Ms. Good serve as members of the Nominating and Corporate Governance Committee, with Mr. Swift as Chairman. The Nominating and Corporate Governance Committee consistsis responsible for the development of Directors who are “independent” as defined in the current NYSE listing standardsCompany’s corporate governance guidelines and regulations adopted by the SEC underadherence to its principles. The Committee approves related person transactions, evaluates director independence and compensation, and reviews matters relating to the federal securities laws.Code of Ethics Policy. The Nominating and Corporate Governance Committee assists the Board of Directors in fulfilling its responsibilities byCommittee’s duties also include identifying qualified individuals qualified to become Board members;members, recommending Director nominees to be elected at the next annual meeting of shareholdersfor election or appointed by the Board of Directors to fill vacancies on the Board; reviewing and recommending (for approval)appointment to the Board, of Directors compensationand overseeing the Board’s and management’s performance evaluation and succession planning process. See the “Director Independence” and “Director Nomination Process” sections on pages 18 and 55 for servicemore information on the Board of Directors and its various committees, policies governing retirement from the Board of Directors, and individuals to serve as the Company’s officers and members of the various committees of the Board of Directors; reviewing and recommending to the Board (for approval) changes proposedactions taken by the Chairman of the Board and the CEO pertaining to the structure and appointment of the Company’s officers; and developing and recommending to the Board of Directors the adoption, or amendment, of the Guidelines and principles applicable to the Company.Committee in these areas. The Nominating and Corporate Governance Committee met seven4 times in 2010. 2013.Director NominationsBoard and Committee Membership
Qualifications of Director Nominees
As set forth| Director(1) | | Board | | Audit | | Compensation | | Executive | | Finance | | NCGC | | Cardoso | | • | | • | | • | | | | | | | | Good | | • | | Chair | | | | • | | | | • | | Guzzi | | Lead | | • | | | | • | | | | Chair | | Keating | | • | | • | | | | | | | | • | | Malloy | | • | | • | | | | | | • | | | | McNally | | • | | | | • | | • | | Chair | | | | Nord | | • | | | | | | • | | | | | | Powers | | Chair | | | | | | • | | • | | | | Ratcliffe | | • | | | | | | Chair | | • | | | | Rodriguez | | • | | | | • | | | | • | | | | Russell | | • | | | | • | | | | | | • | | Swift | | • | | | | Chair | | • | | | | • | | Shawley | | • | | • | | | | | | • | | |
| (1) | Mr. Shawley was appointed to the Board in 2014. Mr. Powers will not be standing for re-election at the 2014 Annual Meeting. |
Attendance During 2013, seven Directors then in the Guidelines, the Nominating and Corporate Governance Committee works with the Board on an annual basis to determine the sizeoffice attended 100% of the Board of Directors meetings and Committee meetings of which they were a member, and five Directors attended 75% or more of the appropriate characteristics, skillsaggregate number of Board meetings and experience forCommittee meetings of which they were a member. Board members are expected to attend the Board and its individual members. Annual Meeting of Shareholders. At the 2013 Annual Meeting, all Directors then in office were in attendance. Additional Resources The Committee recommends to the Board candidates for Board membership in accordance with theCorporate Governance Guidelines and the selection criteria outlined in its Charter. In evaluating suitabilityfollowing additional materials relating to the Board, the Committee considers candidates on the basis of their ability to make independent analytical inquiries; general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment; educational and professional background; experience in corporate governance (such as an officer or a former officer of a publicly held corporation); experience in the Company’s industry; experience as a board member of another publicly held corporation; and academic expertise in an area of the Company’s operations. Candidates are assessedpublished on the basis of their qualifications, experience, skills and ability to enhance shareholder value. The Nominating and Corporate Governance Committee and the Board evaluate each candidate in the context of the Board as a whole. The Board does not have a policy with regard to the consideration of diversity in identifying director nominees; rather the objective is to assemble a Board with diverse experience in these various areas that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment. Each Director nominee possesses the appropriate characteristics, skills and experience specified in the Company’s Guidelines and the Nominating and Corporate Governance Committee Charter for membership to the Board of Directors. As a result, the Board is comprised of individuals with strong and unique backgrounds, giving the Board, as a whole, competence and experience in a wide variety of areas such as finance and accounting, operations, legal, investing, risk management, mergers and acquisitions, auditing, engineering, corporate governance and public company board service. Several nominees have served or are currently serving as CEO or CFO of reputable public companies in industries, like manufacturing and power, that share common characteristics with the
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our website atwww.hubbell.com.
Company’s industry. Set forth below are summaries of the experience of the nominees considered by the Nominating and Corporate Governance Committee in assembling a Board best suited to represent the interests of the Company and its shareholders:
Mr. Powersbrings to the Board many years of CFO, CEO and management, strategic development, and mergers and acquisitions experience in manufacturing industries, including:
| • | Board of Directors - Current Members and Experience | | | • | Chairman (since 2004), President and CEO (since 2001), and Senior Vice President and CFO(1998-2001) of the Company | | | | | • | Previously, 10 yearsCode of experience in manufacturing as Executive Vice President, Finance and Business Development Americas Region at ABB, Inc. and 3 years of experience as Vice President and Corporate Controller for BBC Brown Boveri, Inc.Ethics Policy | | | | | | • | Serves on the boards of MeadWestvaco Corporation, a public manufacturing corporation,Amended and the National Electric Manufacturers Corporation (NEMA), and on the Board of Trustees of Manufacturers Alliance (MAPI) |
Mr. Ratcliffebrings to the Board extensive legal, CFO and CEO and management, strategic development, and mergers and acquisitions experience, public corporation board experience and numerous years with the Company in a variety of capacities, including:
| | Restated By-Laws | | | • | 30 years as an officer of the Company consisting of 14 years as President and CEO, and 17 years as Chairman, 7 years as CFO, and 6 years as Chief Legal Officer | | | | | • | Served on the boards of 9 public corporations, including Sunoco, Inc., Praxair, Inc., Barnes Group, Inc., Olin Corporation, and Aquarion Company |
Ms. Goodbrings to the Board CFO and finance, auditing, and general management experience in the utility industry, including:
| | Compensation Recovery Policy | | | • | Present Group Vice President and CFO of Duke Energy, an electric power company; past experience in various capacities as Senior Vice President and Treasurer, and President of Commercial Business | | | | | • | CFOBoard Committees - Members and Controller of a utility holding company prior to its acquisition by Duke EnergyCharters | | | | | | • | Served as a partnerRestated Certificate of accounting firms Arthur Andersen LLP for 10 years and Deloitte & Touche LLP for 1 yearIncorporation | | | | | | • | Certified Public Accountant (“CPA”) for approximately 27 yearsStock Ownership Guidelines | | | | | | • | Qualifies as an audit committee financial expert |
Mr. Guzzibrings to theContacting our Board CEO, COO, manufacturing, strategic development, operations and management consultant experience, including:
| | | | • | Present President and CEO of EMCOR Group, Inc., a public manufacturing corporation that designs, operates, and maintains complex mechanical and electrical systems | | | • | Past experience in manufacturing including President, North American Distribution and Aftermarket, and President, Commercial Systems and Services of Carrier Corporation, a subsidiary of United Technologies | | | • | Past experience as an engagement manager with McKinsey & Company, a prominent management consulting firm |
Mr. Keatingbrings to the Board an extensive history of senior executive leadership and board experience, with an emphasis on international operations, and mergers and acquisitions, including:
| | | | • | Present Chairman of the Board and CEO of Kaman Corporation, a public manufacturing corporation that serves the aerospace and industrial distribution industries | | | • | Past experience as COO of Hughes Supply, and Executive Vice President and COO of Rockwell Collins, Commercial SystemsDirectors |
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| | | | • | Former Managing Director and CEO of GKN Aerospace, and Director of GKN plc (its parent company), an international aerospace, automotive and land systems business | | | • | Former Director of AgustaWestland |
Mr. McNallyHUBBELL INCORPORATED - brings to the Board many yearsNotice of CEO, management and operations experience in the publishing industry and public and private corporation boards, mergers and acquisitions, finance, and analyzing risk experience, as well as service in merchant and investment banking, including:
| | | | • | Past Chairman and CEO of Rand McNally & Company, engaged in printing, publishing and map-making | | | • | Past Director of numerous public and private corporations, including Reinhold Industries, Inc., Burns International Service Corp., Borg Warner Security Corp., Zenith Electric Corp., and Mercury Finance | | | • | Former Partner and currently Senior Advisor, Hammond, Kennedy, Whitney & Company, a merchant banker, and a partner in McNally Investments, a merchant banker |
Mr. Rodriguezbrings to the Board many years of CFO, finance, operations, merger and acquisition, and banking and general management experience, including:
| | | | • | Division President of the small business services and added value services of ADP, one of the largest payroll and tax filing processors | | | • | Previous CFO and other high level finance experience with a public company acquired by ADP and was CFO of two privately held corporations | | | • | Advisory board member of a private equity fund |
Mr. Swiftpossesses CEO experience, public corporation board experience, and a strong finance, engineering and corporate governance background, including:
| | | | • | Past Chairman, President and CEO of Foster Wheeler Ltd. | | | • | Serves on several boards of public corporations, including Ingersoll-Rand Company, PLC, Kaman Corporation, CVS/Caremark Corporation, and Public Service Enterprise Group Incorporated, and has over 25 years of audit committee experience | | | • | Former Chairman of the National Foreign Trade Council and former Chairman of the Financial Accounting Standards Advisory Council, which advises the Financial Accounting Standards Board on accounting standards | | | • | Licensed professional engineer |
Mr. Van Riperbrings to the Board, CFO, public accounting, finance, audit, corporate governance, strategic planning, mergers and acquisitions, risk analysis, and public board experience, including:
| | | | • | Past Senior Vice President and CFO of Sealed Air Corporation | | | • | Serves/served on several boards of public companies, including New Brunswick Scientific Co., Inc., DOV Pharmaceutical, Inc., Millennium Chemicals Inc., 3D Systems Corporation, and Globecomm Systems Inc. | | | • | Served as a partner of accounting firm KPMG LLP for 26 years, including as lead partner to Fortune 500 and other U.S. and multinational corporations in a variety of areas | | | • | CPA for approximately 45 years | | | • | Qualifies as an audit committee financial expert |
Director Nomination Process
In searching for qualified Director candidates for election to the Board and to fill vacancies on the Board, the Board solicits current Directors for the names of potentially qualified candidates and may ask Directors to pursue
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their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates and will consider suggestions from shareholders for nominees for election as Directors and evaluate such suggested nominees on the same terms as candidates identified by Directors, outside advisors or search firms selected by the Nominating and Corporate Governance Committee.
Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates. Candidates who appear to be suitable based upon their qualifications and the Board’s needs are then interviewed by the independent Directors and executive management. Candidates may be asked to submit additional information to the Company, after which the Nominating and Corporate Governance Committee makes its recommendation to the Board. If the Board approves the recommendation, the recommended candidate is nominated for election by the Company’s shareholders or the candidate is appointed by the Board to fill a vacancy on the Board.
Any shareholder who intends to propose a candidate to the Nominating and Corporate Governance Committee for nomination as a Director should deliver written notice to the Secretary of the Company with the following information: (a) the nominee’s biographical data (including business experience, service on other boards, and academic credentials), (b) all transactions and relationships, if any, between the nominating shareholder or such nominee, on the one hand, and the Company or its management, on the other hand, as well as any relationships or arrangements, if any, between the nominating shareholder and the nominee and any other transactions or relationships of which the Board of Directors should be aware in order to evaluate such nominee’s potential independence as a Director, (c) details of whether the nominee or the nominating shareholder is involved in any on-going litigation adverse to the Company or is associated with an entity which is engaged in such litigation and (d) whether the nominee or any company for which the nominee serves or has served as an officer or director is, or has been, the subject of any bankruptcy, SEC or criminal proceedings or investigations, any civil proceedings or investigations related to fraud, accounting or financial misconduct, or any other material civil proceedings or investigations. The notice must also contain a written consent confirming the nominee’s (a) consent to be nominated and named in the Company’s proxy statement and, if elected, to serve as a Director of the Company and (b) agreement to be interviewed by the Nominating and Corporate Governance Committee and submit additional information if requested to do so. Any such notice should be delivered to the Company sufficiently in advance of the Company’s annual meeting to permit the Nominating and Corporate Governance Committee to complete its review in a timely fashion.
Shareholder Nominations for Director
The Company’s By-Laws contain time limitations, procedures and requirements relating to direct nominations of Directors by shareholders of record. Any such shareholder who intends to bring before an annual meeting of shareholders any nomination for Director must deliver written notice to the Secretary of the Company. This notice must make certain representations, provide specified consents, and set forth specified information with respect to the shareholder and the nominee, including, without limitation, information as would be required under applicable securities law and SEC regulations in a proxy statement used to solicit proxies for the nominee. In general, the notice must be delivered not less than seventy days nor more than ninety days prior to the first anniversary of the preceding year’s annual meeting (or, if the date of the 20122014 Annual Meeting of Shareholders & Proxy Statement21VOTING RIGHTS AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The Company has two classes of stock: Class A Common Stock and Class B Common Stock. Each share of Class A Common Stock is entitled to twenty votes, and each share of Class B Common Stock is entitled to one vote. On March 7, 2014, the Company had outstanding 7,167,506 shares of Class A Common Stock and 51,933,697 shares of Class B Common Stock. The following table sets forth as of March 7, 2014 the beneficial owners known to us of more than twenty days before or more than seventy days after May 7, 2012, notice by the shareholder must be so delivered not earlier than ninety days prior to the meeting and not later than seventy days prior to the meeting or the tenth day following the date on which public disclosure5% of the dateCompany’s Class A and Class B Common Stocks: | Title of Class | | Name and Address of Beneficial Owner | | Amount and Nature of
Beneficial Ownership | | Percent of
Class | | | Class A Common Stock | | Andrew McNally IV, G. J. Ratcliffe, and John F. Mulvihill, as trustees under a Trust
Indenture dated September 2, 1957 made by Louie E. Roche (the “Roche Trust”),
c/o Hubbell Incorporated, 40 Waterview Drive, Shelton, Connecticut 06484 | | 2,078,020(1)(2)(4) | | 28.99 | % | | Class A Common Stock | | Andrew McNally IV, G. J. Ratcliffe, and John F. Mulvihill, as trustees under a Trust
Indenture dated August 23, 1957 made by Harvey Hubbell (the “Hubbell Trust”),
c/o Hubbell Incorporated, 40 Waterview Drive, Shelton, Connecticut 06484 | | 1,410,440(2)(3)(4) | | 19.68 | | | Class A Common Stock | | Mason Capital Management, LLC Kenneth M. Garschina Michael E. Martino 110 East 59thStreet
30thFloor
New York, New York 10022 | | 630,489(5) | | 8.80 | | | Class A Common Stock | | Adage Capital Partners, L.P.
Adage Capital Partners GP, L.L.C.
Adage Capital Advisors, L.L.C. Philip Gross Robert Atchinson 200 Clarendon
Street 52ndFloor
Boston, Massachusetts 02115 | | 584,532(6) | | 8.16 | | | Class B Common Stock | | FMR LLC Edward C. Johnson 3d 245 Summer Street
Boston, Massachusetts 02210 | | 5,881,009(7) | | 11.32 | | | Class B Common Stock | | Capital World Investors
333 South Hope Street
Los Angeles, California 90071 | | 3,430,000(8) | | 6.60 | | | Class B Common Stock | | BlackRock, Inc.
40 East 52ndStreet
New York, New York 10022 | | 3,309,533(9) | | 6.37 | | | Class B Common Stock | | The Vanguard Group
100 Vanguard Blvd.
Malvern, Pennsylvania 19355 | | 2,779,844(10) | | 5.35 | |
HUBBELL INCORPORATED - Notice of the meeting is first made by the Company). If, however, the number of Directors to be elected at the 20122014 Annual Meeting of Shareholders is increased and there is no public announcement& Proxy Statement 22 | (1) | The beneficiaries of such trust are the issue of Harvey Hubbell and their spouses. | | | | (2) | The Trust Indenture requires that, so long as no bank or trust company is acting as a trustee, there shall be three individuals acting as trustees, each of whom, so long as any securities of the Company are held by the trust, must be an officer or Director of the Company. The Trust Indenture provides that successor trustees are to be appointed by the trustees then in office. The trustees have shared voting and investment power with respect to the securities of the Company held in such trust. | | | | (3) | The beneficiaries of such trust are the issue of Harvey Hubbell. | | | | (4) | In addition, Messrs. McNally, Ratcliffe, and Mr. John F. Mulvihill, Assistant Secretary and Assistant General Counsel, beneficially own shares of the Company’s Common Stock as set forth in the table on page 24 with respect to Messrs. McNally and Ratcliffe. Mr. Mulvihill beneficially owns 15,729 shares of Class B Common Stock, and 1,272 restricted shares of Class B Common Stock, which vest in equal installments over a period of three years. | | | | (5) | The Company has received a copy of Schedule 13D, as amended, as filed with the SEC on January 16, 2014 by Mason Capital Management LLC (“Mason Management”), and Kenneth M. Garschina and Matthew E. Martino, as managing principals of Mason Management, reporting ownership of these shares as of January 15, 2014. According to the Schedule 13D, Mason Management is the investment manager of Mason Capital L.P., Mason Capital Master Fund, L.P., and certain other funds and accounts, which directly own the shares. Mason Management has sole voting and dispositive power as to these shares, and Messrs. Garschina and Martino have shared voting and dispositive power as to these shares. | | | | (6) | The Company has received a copy of Schedule 13G, as amended, as filed with the SEC on February 5, 2014 by Adage Capital Partners, L.P. (“ACP”), Adage Capital Partners GP, L.L.C. (“ACPGP”), a general partner of ACP, Adage Capital Advisors, L.L.C. (“ACA”), as managing member of ACPGP, and Phillip Gross and Robert Atchinson, each as managing member of ACA and ACPGP, and general partner of ACP with respect to the shares of Class A Common Stock directly owned by ACP, collectively, the “Reporting Persons”, reporting ownership of these shares as of December 31, 2013. According to the Schedule 13G, the Reporting Persons have shared voting and dispositive power as to these shares. | | | | (7) | The Company has received a copy of Schedule 13G, as filed with the SEC on February 14, 2014 by FMR LLC and Edward C. Johnson 3d reporting ownership of these shares as of December 31, 2013. According to the cover pages of the Schedule 13G, FMR LLC has sole voting power with respect to 276,829 shares and sole dispositive power with respect to 5,881,009 shares, and Edward C. Johnson 3d has sole dispositive power with respect to 5,881,009 shares. Various subsidiaries of FMR LLC serve as investment adviser or investment manager to investment companies or institutional accounts and may be deemed to beneficially own an aggregate of 3,033,876 of such shares. FIL Limited and various foreign-based subsidiaries provide investment advisory and management services to certain non-U.S. investment companies and institutional investors and may be deemed to beneficially own 40,946 of such shares. | | | | (8) | The Company has received a copy of Schedule 13G, as amended, as filed with the SEC on February 13, 2014 by Capital World Investors (“Capital World”) reporting ownership of these shares as of December 31, 2013. As reported in the Schedule 13G, Capital World, a division of Capital Research and Management Company (“CRMC”), is deemed to be the beneficial owner of 3,430,000 shares of Class B Common Stock as a result of CRMC acting as investment advisor to various investment companies registered under Section 8 of the Investment Company Act of 1940. Capital World has sole voting and dispositive power for all such shares. | | | | (9) | The Company has received a copy of Schedule 13G, as amended, as filed with the SEC on January 29, 2014 by BlackRock, Inc. (“BlackRock”) reporting ownership of these shares as of December 31, 2013. According to the Schedule 13G, BlackRock has sole voting power as to 3,031,272 of these shares, and sole dispositive power as to all of these shares. The shares were acquired by the following subsidiaries of BlackRock: BlackRock Japan Co. Ltd., BlackRock Advisors (UK) Limited, BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Advisors, LLC, BlackRock Investment Management, LLC, BlackRock International Limited, BlackRock Financial Management, Inc., BlackRock Life Limited, BlackRock Asset Management Ireland Limited, BlackRock Fund Management Ireland Limited, and BlackRock Investment Management (UK) Ltd. | | | | (10) | The Company has received a copy of Schedule 13G, as filed with the SEC on February 11, 2014 by The Vanguard Group (“Vanguard”) reporting ownership of these shares as of December 31, 2013. As reported in said Schedule 13G, Vanguard has sole voting power as to 34,868 of these shares, sole dispositive power as to 2,748,676 of these shares, and shared dispositive power as to 31,168 of these shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., wholly-owned subsidiaries of Vanguard, serve as investment managers of certain collective trust accounts and non-U.S. investment offerings, and may be deemed to beneficially own 31,168 and 3,700 of such shares, respectively. |
HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement23 The following table sets forth as of March 7, 2014 information regarding the Company naming allbeneficial ownership of the nominees forCompany’s Class A and Class B Common Stocks by each Director, or specifying the size ofChief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the increased Board of Directors at least eighty days prior to May 7, 2012, notice will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the Secretarythree other most highly paid executive officers of the Company not later than(collectively, the close“named executive officers” or “NEOs”), and by all Directors and executive officers of business on the tenth day following the day on which such public announcement is first made by the Company. The Company’s By-Laws can be viewed on its website atCompany as a group. | Name | | Common
Stock | | | Shares Obtainable Upon
Exercise of Options/SARs(1) | | | Total Beneficial
Ownership | | | Percent of
Class | | Cardoso | | | | | | | | | | | | | | | | | | Class B Common | | | 1,000 | | | | — | | | | 1,000 | (2)(3) | | | | * | | Good | | | | | | | | | | | | | | | | | | Class B Common | | | 4,321 | | | | — | | | | 4,321 | (2)(3) | | | | * | | Guzzi | | | | | | | | | | | | | | | | | | Class B Common | | | 6,480 | | | | — | | | | 6,480 | (2)(3) | | | | * | | Keating | | | | | | | | | | | | | | | | | | Class B Common | | | 5,571 | | | | — | | | | 5,571 | (2)(3) | | | | * | | Malloy | | | | | | | | | | | | | | | | | | Class B Common | | | 6,713 | | | | — | | | | 6,713 | (2)(4) | | | | * | | McNally | | | | | | | | | | | | | | | | | | Class A Common | | | 3,490,891 | | | | — | | | | 3,490,891 | (6) | | | 48.70% | | Class B Common | | | 35,026 | | | | | | | | 35,026 | (4) | | | | * | | Powers | | | | | | | | | | | | | | | | | | Class B Common | | | 263,315 | | | | 149,348 | | | | 412,663 | (2)(3)(7) | | | | * | | Ratcliffe | | | | | | | — | | | | | | | | | | | Class A Common | | | 3,571,682 | | | | | | | | 3,571,682 | (6) | | | 49.83% | | Class B Common | | | 171,301 | | | | — | | | | 171,301 | (4) | | | | * | | Rodriguez | | | | | | | | | | | | | | | | | | Class B Common | | | 3,121 | | | | — | | | | 3,121 | (2)(3) | | | | * | | Russell | | | | | | | | | | | | | | | | | | Class B Common | | | 1,100 | | | | — | | | | 1,100 | (2)(3) | | | | * | | Shawley | | | | | | | | | | | | | | | | | | Class B Common | | | 1,000 | | | | — | | | | 1,000 | (2)(3) | | | | * | | Swift | | | | | | | | | | | | | | | | | | Class B Common | | | 8,303 | | | | — | | | | 8,303 | (2)(4) | | | | * | | Nord | | | | | | | | | | | | | | | | | | Class B Common | | | 78,424 | | | | 102,931 | | | | 181,355 | (5) | | | | * | | Sperry | | | | | | | | | | | | | | | | | | Class B Common | | | 24,216 | | | | 25,210 | | | | 49,426 | (5) | | | | * | | Amato | | | | | | | | | | | | | | | | | | Class B Common | | | 24,362 | | | | 0 | | | | 24,362 | (5) | | | | * | | Tolley | | | | | | | | | | | | | | | | | | Class B Common | | | 20,059 | | | | 43,553 | | | | 63,612 | (5) | | | | * | | Muse | | | | | | | | | | | | | | | | | | Class B Common | | | 36,110 | | | | 65,243 | | | | 101,353 | (5) | | | | * | All Directors and executive officers
as a group (22 persons) | | | | | | | | | | | | | | | | | | Class A Common | | | 3,897,384 | | | | | | | | 3,897,384 | (2)(6)(8)(10) | | | 54.38% | | Class B Common | | | 904,243 | | | | 448,442 | | | | 1,352,685 | (2)(3)(4)(5)(7)(9)(11) | | | 2.60% |
www.hubbell.comHUBBELL INCORPORATED - .Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 24
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| * | Less than 1%. | | | | (1) | Represents shares of Class B Common Stock obtainable upon the exercise of stock appreciation rights under the Company’s 2005 Incentive Award Plan, as amended and restated. See the section “Outstanding Equity Awards at Fiscal Year End” on page 42. | | | | (2) | Does not include stock units (each stock unit consisting of one share each of Class A and Class B Common Stock) held under the Company’s Deferred Plan for Directors, as of March 7, 2014: Mr. Cardoso — 528, Ms. Good — 2,311, Mr. Guzzi — 7,973, Mr. Keating – 1,168, Mr. Malloy – 620, Mr. Powers — 786, Mr. Rodriguez —2,387, Mr. Russell – 1,149, Mr. Shawley – 51, and Mr. Swift — 6,819. | | | | (3) | Does not include vested and unvested restricted stock units (“RSU’s”) (each RSU consisting of the right to receive one share of Class B Common Stock) held under the Company’s Deferred Plan for Directors, as of March 7, 2014: Mr. Cardoso — 1,149, Ms. Good — 2,595, Mr. Guzzi — 2,595, Mr. Keating — 2,595, Mr. Malloy — 1,446, Mr. Powers — 1,149, Mr. Rodriguez — 2,595, and Mr. Russell — 2,595. | | | | (4) | Includes 1,134 shares of Class B Common Stock granted as restricted stock under the Company’s 2005 Incentive Award Plan, as amended and restated, on May 7, 2013 which vest on the date of the 2014 Annual Meeting of Shareholders if the Director is still serving (or earlier, upon death or a change in control). | | | | (5) | Includes the following shares of Class B Common Stock granted as restricted stock under the 2005 Incentive Award Plan, as amended and restated, which vest in equal annual installments over a period of three years and, as applicable, upon achievement of certain performance goals: Mr. Nord — 20,606, Mr. Sperry – 6,165, Mr. Amato — 4,649, Mr. Tolley — 3,537 and Mr. Muse —2,968; and all executive officers as a group — 50,964 shares. | | | | (6) | Includes 2,078,020 shares of Class A Common Stock owned by the Roche Trust and 1,410,440 shares of Class A Common Stock owned by the Hubbell Trust both of which Messrs. McNally, Ratcliffe, and Mulvihill are co-trustees and have shared voting and investment power. | | | | (7) | Includes 500 shares of Class B Common Stock directly owned by Mr. Powers’ wife, and 9,500 shares of Class B Common Stock beneficially owned by Mr. Powers’ wife as trustee. | | | | (8) | Includes 106,304 shares of Class A Common Stock held by The Harvey Hubbell Foundation of which Mr. Stephen M. Mais, Vice President, Human Resources, two corporate officers and one employee of the Company are co-trustees and have shared voting and investment power. | | | | (9) | Includes 29,358 shares of Class B Common Stock held by The Harvey Hubbell Foundation of which Mr. Mais, two corporate officers and one employee of the Company are co-trustees and have shared voting and investment power. | | | | (10) | Includes 212,264 shares of Class A Common Stock held by the Company’s Pension Trust the voting and investment powers of which are controlled by a “Retirement Committee” of which Mr. Mais, Mr. James H. Biggart, Jr., Vice President and Treasurer, one corporate officer, and one employee of the Company are co-members and have shared voting and investment power. | | | | (11) | Includes 130,912 shares of Class B Common Stock held by the Company’s Pension Trust the voting and investment powers of which are controlled by the Retirement Committee. |
HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 25COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis (“CD&A”) section of the proxy statementProxy Statement describes the material elements of the 20102013 compensation program for the following named executive officersofficers: | • | Mr. David G. Nord, President and Chief Executive Officer | | | | | • | Mr. William R. Sperry, Senior Vice President and Chief Financial Officer | | | | | • | Mr. Gary N. Amato, Group Vice President, Electrical Systems business | | | | | • | Mr. William T. Tolley, Group Vice President, Power business | | | | | • | Mr. Scott H. Muse, Group Vice President, Lighting business |
On January 1, 2013, the Board of Directors appointed Mr. David G. Nord President and Chief Executive Officer of the Company. Mr. Nord succeeded Mr. Timothy H. Powers, the Company’s former President and Chief Executive Officer, who remained an executive officer of the Company in the Summary Compensation Table. In an attempt to make the materials easier to read and comprehend, we have added an Executive Summary providing an overview of our business and our compensation philosophy. Also, included in this section is a listing of material changes made to our compensation plans to ensure our plans are both competitive in design and aligned with the interests of our shareholders. Following the summary, we will provide a traditional review of each elementrole of executive compensation. Chairman of the Board from January 1, 2013 until May 2013. In May 2013, Mr. Powers retired from the Company, was re-elected to the Board of Directors and appointed non-executive Chairman. In connection with this leadership transition, Mr. Powers’ compensation for his service as executive Chairman is reflected in the Director Compensation table on page 16.Executive Summary Our Business We are an international manufacturer of quality electrical and electronic products for a broad range of non-residential and residential construction, industrial and utility applications. Our operations are organized into two business segments — the Electrical segment and the Power segment. The Electrical and Power segments represent approximately 71% and 29%, respectively, of our total revenue for 2010.2013. For more information about our business, please see our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 18, 2014. Our Business Highlights Our Company delivered another year of strong financial performance in 2013 achieving record sales and earnings per diluted share. During 2013, we accomplished the following: Net Sales.Net sales for the year ended 2013 were $3.184 billion, an increase of 5% compared to 2012 with acquisitions contributing 3% of the growth. The organic growth was due to strength in the residential markets, and higher demand for renovation and relight projects partially offset by weaker demand in the utility market. Net sales for the year ended 2012 were $3.044 billion, an increase of 6% compared to 2011 with acquisitions contributing 2% of the growth. The organic growth of 4% was due to strength in the energy markets, increased utility volume due to transmission projects and significant residential market growth. 
Operating Margin.Operating margin of 15.9% in 2013 increased 40 basis points compared to 15.5% reported in 2012. The increase in operating margin was due to productivity and lower material costs. Operating margin of 15.5% in 2012 increased 70 basis points compared to 14.8% reported in 2011. The increase in operating margin was due to productivity, price realization and lower material costs partially offset by other cost increases, including pension and benefit related expenses. 
HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 26 Earnings Per Diluted Share.Earnings per diluted share in 2013 increased by 9% compared to 2012 due to higher net sales and operating income. Earnings per diluted share in 2012 increased by 13% compared to 2011 due to higher net sales and operating income, lower other expense partially offset by a higher effective tax rate. In addition, the average number of shares outstanding decreased in 2012 compared to 2011. 
Free Cash Flow as a % of Net Income.Free cash flow (defined as cash flow from operations less capital expenditures) as a % of Net Income was 99% in 2013 compared to 100% in 2012 and 104% in 2011. In addition to the performance achievements noted above, during 2013 the Company also: | • | Increased the quarterly dividends payable on our Class A and Class B Common Stocks by 11% bringing it to $0.50 per share | | | | | • | Successfully completed three acquisitions for $96.5 million | | | | | • | Increased capital expenditures by 20% to fund investments in productivity initiatives and new product development | | | | | • | Initiated the rollout of the Company’s four key strategic objectives tied to the vision of creating “One Hubbell” |
We believe that our collective focus on serving our customers, operating with discipline, growing the enterprise and developing our people provides the means for the Company to continue to grow profits and deliver attractive returns to our shareholders. Our Compensation Decisions and Practices Our compensation decisions for 20102013 were directly influenced by the operating results for the year reflectingdescribed above and reflect the strong relationship between pay and performance. 2010 was a strong performance year for the Company. Sales grew to $2.5 billion or 8% and operating margin of 14.5% was up 200 basis points compared to 2009. In addition, the strong results were reflected in a total return to shareholders of approximately 30%. To provide context to the decisions we made regarding our executive compensation, it is helpfulwe use the following objectives to understand the objectives that guide our decisions. Our compensation objectives are as follows: decisions: | | | | | • | Attract and retain capablehigh quality executive talent essential to our immediate and long termlong-term success | | | | | | • | Deliver compensation to our executives that is competitive and fair as compared to relevant external benchmarks | | | | | | | • | Align the interests of our executives with the interests of our shareholders | | | • | Structure with a compensation structure that reflects a strong orientation towardstoward pay for performance while driving long term shareholder value |
Given theseThe Committee regularly reviews best practices in governance and executive compensation. In following with our compensation objectives numerous actions and decisions have been made to demonstrate our executive compensation programscommitment to best practice, in recent years as approved by our Compensation Committee with counsel from its independent consultant, ExeQuity, LLP (“ExeQuity”). Some noteworthy examples are included below: | | | | | • | Salary Freezes. Due to the uncertain and challenging economic environment, base salaries for all named executive officers were frozen in 2010, and solely for our Chief Executive Officer in 2009 | | | • | Strong Performance-Based Compensation Program |
| | | | ü | DesignatedDesignate approximately 70% of the named executive officers’officer’s target total direct compensation (base salary, short-term and long-term incentives), and 100% of their long-term incentive award opportunity as subject to performance-based conditions | | | | | | ü • | IdentifiedSet performance goals and thresholds that areranges designed to challenge executives to reach high levels of performance and offer incentive compensation only upon achievement of such performance goals as approved by the Compensation Committee | | | | | | | ü • | Established a maximum of 200% of target for payout under bothCap our short-term incentive award program and long-term incentive award program,payouts at 200% of target levels and eliminate payouts entirely for performance below a minimum threshold level under which no incentives are paid |
| | | | | • | Sound Compensation Governance Actions |
| | | | ü | AdoptedMaintain a Compensation Recovery Policy (i.e., a “clawback policy”) applicable to allrecover performance-based compensation from our senior executives, including the named executive officers, which can result in terminationand/or recovery of performance-based compensation under certain prescribed acts of misconduct and/or to terminate employment |
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HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 27| | ü • | AmendedRequire senior executives, including our named executive officers, to acquire and maintain ownership in Company stock equal to between 3 and 5 times their base salary for the duration of their employment under our Stock Ownership and Retention Policy to increase the minimum share ownership requirement to be held by senior executives, including our Chief Executive Officer whose ownership multiple rose from four times to five times base salary | | | | | | ü • | ReplacedRequire a “double trigger” (change in control plus termination of employment) to trigger any payments and benefits under our historical “Continuity Agreements” with new Change in Control Severance Agreements that, among other things, eliminate the payment ofgross-ups on excise taxes and provide for severance payments that are significantly less than payments under the previous agreements | | | | | | ü • | Eliminate tax “gross ups” for perquisites, severance or any other benefits provided to our executives, including the named executive officers | | | | | • | Cap lump sum cash payments related to change in control termination at up to 2.75 times the applicable executive’s base salary plus short-term incentive awards | | | | | • | Prohibit the repricing or buyout of options and SARs without shareholder consent under our 2005 Incentive Award Plan | | | | | • | Closed participation in our Supplemental Executive Retirement Plan and Supplemental Management Retirement Plan and adopted a Defined Contribution Restoration Plan | | | | | | ü • | Amended and RestatedProhibit our 2005 Incentive Award Planexecutives, including our named executive officers, from hedging or engaging in derivatives trading with respect to among other things, add restrictedCompany stock unit awards, dividend equivalents and stock payment awards, to increase the number of shares available for grant, and to revise and expand the performance metrics contained in the plan | | | | | | ü • | Amended and Restated our Senior Executive Incentive Compensation Plan, which is subject to shareholder approval at this annual meeting, to revise and approve the performance metrics contained therein and to align them with the performance metrics in our 2005 Incentive Award Plan, as amended and restated | | | ü | Amended our general Severance Policy to, among other things, eliminate the payment of any benefits pursuant to a change in control, which was determined to be a more mainstream design | | | ü | Examined our limited perquisites and eliminated the country club membership perquisite | | | ü | Implemented an annual process toAnnually assess risk associated with the Company’s compensation policies to determine whether such policies encourage risk taking | | | | | • | Ensure the independence of the Compensation Committee’s outside consultant by validating that the consultant performs no other work than as prescribed by the Compensation Committee and NCGC |
Overview
Our Shareholders’ Feedback – “Say on Pay” The Company is submitting to shareholders an opportunity to cast an advisory vote on the compensation of the named executive officers. As described in this CD&A, we believe that our executive compensation program is designed both appropriately and effectively to achieve its overall objectives. At the Company’s 2011 Annual Meeting of Shareholders, 97% of the votes cast on our say on pay proposal were voted in favor of the Company’s executive compensation program. We believe these strong results indicate that our shareholders are generally supportive of our compensation approach. Accordingly, since 2011 the Compensation Committee has adoptedchosen largely to maintain the structure and components of the executive compensation program, while continuing to evaluate its effectiveness in meeting the Company’s compensation objectives. Notably, in 2013 the Compensation Committee made the decision to replace the former time-based restricted stock awards with performance-based restricted stock awards in an effort to further strengthen the performance orientation of the long-term incentivepay-for-performance award program. In doing so, 72% of the target total compensation awarded to the named executive officers is now subject to performance-based conditions – an increase of 12% compared to 2012’s. At the same time, the conversion to performance-based restricted stock may permit the Company to deduct such awards that qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code, which would create an added benefit to the Company and its shareholders. Although the say on pay vote is non-binding, the Compensation Committee values the opinions of shareholders and will consider the outcome of the vote when making future compensation decisions. At the 2011 Annual Meeting, our shareholders also voted in favor of the proposal to hold say on pay votes every three years. Accordingly, our next advisory say on pay vote (following the non-binding advisory vote at this Annual Meeting) is expected to occur at our 2017 Annual Meeting of Shareholders. In the future, we will continue to consider the outcome of our triennial say on pay votes when making compensation decisions regarding the named executive officers. HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 28 COMPENSATION PROGRAM Overview The Company’s pay for performance compensation philosophy which is intended to reward our executives for their contributions towardstoward achievement of the Company’s business strategy and goals. In order toTo achieve our compensation objectives, the Company provides its executives with a total direct compensation package consisting of three elements: | Compensation Elements* | | Characteristics | | Purpose | | Base Salary | • | Base Salary. A fixed cashFixed. Cash payment based on scope of responsibility, experience and individual performance. | | | Offers a stable source of income based on the executive’s functional role and responsibilities, competitive position and the ability to influence Company performance. | | • | Short-Term Incentive Award Opportunity. An annual cash-basedAwards | | Variable. Performance-based opportunity. Annual cash incentive tied to achievements of designated short-term financial and strategic objectives. | | | Intended to motivate and reward executives for achievements of Company financial and strategic objectives. | | • | Long-Term Incentive Award Opportunity. A long-termAwards | | Variable. Performance-based opportunity. Equity incentive award in the form of equity-based compensation designedawards that are 100% based on performance relative to pre-established measures. | | Intended to create alignment with shareholders and promote achievement of longer term financial and strategic objectives. |
Executives also receive indirect compensation through employee benefit plans, limited perquisites and severance protection.
The total direct compensation described above consists of both variable (annual short-term and long-term incentive opportunities) as well as non-variable compensation (base salary, benefit plans and perquisites). Variable compensation is linked to performance on a short- and long-term basis and represents the greatest portion of an executive’s total direct compensation. Non-variable compensation offers a stable source of income and is based on the executive’s functional role and responsibilities, competitive position and the ability of the executive to influence the Company’s performance. The combination of variable and non-variable compensation provides Company executives with income that is reflective of competitive benchmarks which enhances the Company’s ability to attract and retain key management.
| * | Executives also receive indirect compensation through employee benefit plans, limited perquisites and severance protection which are discussed under the “Employee Benefits” section on page 36. |
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The Role of the Compensation Committee and Compensation Consultant The Compensation Committee determines the Company’s compensation philosophy and approves each element of executive compensation. The Compensation Committee relies on advice and data provided by Exequity LLP, an independent outside compensation consultant engaged by the Company’s executive officers’ compensation. In determiningCommittee to assist in its determination of the appropriate amount of total direct compensation for the named executive officers, the Compensation Committee relies on the advice of and data provided by ExeQuity, an independent outside compensation consultant engaged by the Committee. ExeQuity advises the Compensation Committee with respect to named executive officer compensation. ExeQuityofficers. Exequity does not advise the management of the Company, and receives no compensation from the Company for services other than as directed by the Compensation Committee and the Nominating and Corporate Governance Committee (forNCGC for which ExeQuityit provides guidance with respect toon independent Director compensation). In 2010,compensation. See the “Compensation of Directors” section on page 15.The Compensation Committee discusseddiscusses its compensation philosophy with ExeQuity,Exequity, but otherwise diddoes not impose any specific limitations or constraints on or otherwise direct the manner in which ExeQuity performedExequity performs its advisory services. As advisor to the Compensation Committee, ExeQuity reviewedExequity reviews the total compensation strategy and pay levels for the Company’s named executive officers, examinedexamines all aspects of the Company’s executive compensation programs to ensure their ongoing support of the Company’s business strategy, informedinforms the Compensation Committee of developing legal and regulatory considerations affecting executive compensation and benefit programs, and providedprovides general advice to the Compensation Committee with respect to all compensation decisions pertaining to the CEO and to all senior executive compensation recommendations submitted by management. TheAlthough the Compensation Committee considers recommendations made by the CEO with respect to executive compensation. However,compensation, the Compensation Committee is the sole determiner ofsolely responsible for determining all final executive compensation decisions. The Committee has assessed the independence of Exequity and concluded that no conflict of interest currently exists or existed in 2013 that would prevent Exequity from providing independent advice to the Committee regarding executive compensation matters. In making this determination, the Committee considered, among other things, the following factors: (1) Exequity did not provide any non-compensation-related services (and did not receive any fees for any non-compensation-related services); (2) Exequity’s conflict of interest policies; (3) there are no other business or personal relationships between Company management or members of the Committee and any representatives of Exequity who provide services to the Company; and (4) neither Exequity nor any representatives of Exequity who provide services to the Company own any common stock or other securities of the Company. HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement29 ExeQuity suppliedThe Compensation Committee seeks to target each element of executive total compensation at or near the median compensation levels paid to executives in comparable positions in similar industries. Accordingly, in setting 2013 annual compensation, the Compensation Committee with compensationrelied on two sources of benchmark data for each element ofprovided by Exequity as described below. Survey Group Data.The Committee referenced the total compensation package (base salary, and short-term and long-term incentive awards). The Compensation Committee benchmarked to the median pay levels for specific positions at manufacturing companies represented in theAon Hewitt Associates Total Compensation DataBasetm which equates toDataBase™ (“Survey Group”) as its benchmark when setting executive cash compensation in 2013. The Survey Group consists of a community of over 300 companies in the U.S. general manufacturing sector. However, due to a significant level of turnover in the Survey Group, the Compensation Committee determined to focus on only those companies in the Survey Group that were consistent database participants year over year (more than 100 companies). This decision was made in order to establish consistency in the data and ensure that the results were reflective of pay rates for specific jobs across the general industry. The Survey Group data relied upon by the Compensation Committee wasis a statistical summary of the pay practices for the manufacturing companiesindustry as a group size-adjusted to reflect the Company’s revenue size. Peer Group Data.As a supplement to the Survey Group data, in that database and was not representative of any individual companies. In fact,2013 the Compensation Committee did not examinealso reviewed the pay practicescompensation of similarly situated executives from a custom Peer Group (“Peer Group”) recommended by the Company and approved by the Committee in effect at any individual company whose pay practicesconsultation with Exequity. The Peer Group is comprised of 20 companies deemed to be representative of the types of companies with which Hubbell competes for executive talent and are reflectedsimilar in terms of industry, revenue and market capitalization. Accordingly, the statistical summary. Throughout this Compensation DiscussionCommittee determined that the Peer Group data was both reasonable and Analysis (“CD&A”) references to “benchmarking”, “competitive data” or “market” refer to this statistical summarized data. appropriate for purposes for compensation benchmarking. The Peer Group companies are as follows:| Acuity Brands Inc. | | Molex Inc. | | Donaldson Co. Inc. | | Roper Industries Inc. | | AMEKEK, Inc. | | Pall Corporation | | Eaton Corporation | | Sensata Technologies Holding NV | | Babcock & Wilcox Co. | | Pentair Ltd. | | EnerSys Inc. | | Terex Corporation | | Belden Inc. | | Regal-Beloit Corp. | | General Cable Corp. | | Terex Corporation | | Crane Company | | Rockwell Automation, Inc. | | Lincoln Electric Holdings Inc. | | Woodward Inc. |
General.In 2013, the Compensation Committee benchmarksused the Company’s executive compensation levelsPeer Group data to determine the value of long-term incentive awards granted to the practices of such general manufacturing companies because it believes that the sourcenamed executive officers, and the destinationSurvey Group data to determine the named executive officer’s target total cash compensation (base salary and short-term incentive opportunity). Going forward, the Compensation Committee has determined to use the Peer Group data as its primary source of comparison for all forms of compensation and the Company’s senior executive talent extends beyond the limited communitySurvey Group data as a secondary reference, thereby providing a more robust review and greater validation of electrical manufacturers and includes a wide range of other organizations in the manufacturing sectors outside the Company’s traditional competitors for products and services. Benchmarkingmarket pay practices to a broad representation of general industry ensures that the Company sets its pay at such levels as will position it to attract and retain qualified senior executives in the face of competing pressures in the Company’s relevant labor markets. levels. The Compensation Committee’s review of the Survey Group and Peer Group data in 20102013 showed the Company’s target total pay structurecompensation for its executives to be competitive with 50th 50thpercentile practices in thatthose external market,markets, the position to which the Committee aims to manage executive compensation opportunities. The actual base salary and target total cash (base salary plus short-term incentive award targets) for the named executive officers as a group were positioned close to the 50th percentile, with total target compensation (total target cash plus the grant date value of long-term incentive opportunities) below the median at approximately the 41st percentile. In addition to reviewing the compensation levels of the benchmark group, to aid in its administration of the Company’s compensation program,Survey Group and Peer Group, the Compensation Committee also reviews tally sheets totaling 20102013 compensation for each of the named executive officers. These tally sheets identify and value each component
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element of the named executive officer’s compensation, including base salary, short-term and long-term incentive awards, pension benefits, deferred compensation, perquisites, and potential change in control and severance benefits, and provide an aggregate sum for each executive. This analysis aids in the Compensation Committee’s assessment and administration of the Company’s compensation program.Elements of Compensation Because of the ability of executive officers to directly influence the overall performance of the Company, and consistentConsistent with our philosophy of linking pay to performance, our goal is to allocate a significant portion of the total compensation paid to our named executive officers tois performance-based, taking the form of short- and long-term incentive programs. We strive to allocate totalaward opportunities. As shown in the charts below, the Company’s compensation in a manner thatmix as reviewed by the Compensation Committee is market competitiveconsistent with our peer groups. The table below illustrates the mix of target total compensation for the named executive officers based on compensation in 2010 (excluding any discretionary bonuses): | HUBBELL NEOs (EXCLUDING CEO) | | PEER GROUP MEDIAN | | | | |  | |  |
| Base Salary | Short-term Incentive Target | Long-term Incentive |
HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 30 | HUBBELL CEO | | PEER GROUP | | | | 30 | % | Short-term Incentive Award Opportunity | | | 24 | % | Long-Term Incentive Award Opportunity | | | 46 | % |
| Base Salary | Short-term Incentive Target | Long-term Incentive |
Base Salary Base salariessalary is the principal fixed component of total direct compensation paid to our named executive officers. Salaries are determined and adjusted by reference to competitive Survey Group data, and individual levels of responsibility. As noted previously, theresponsibility and succession considerations. The Company defines its market competitive position for base salaries as the 50th 50thpercentile of the marketSurvey Group data. This benchmark represents the Compensation Committee’s belief that base compensation, which is not performance-based,tied to performance, should be no greater than necessary to be competitive in order to attract and retain qualified individuals.individuals, with incentive compensation representing the greatest percentage of total compensation (79% for the CEO and 68% for all other NEOs). In December 2009, management requested, and2012, the Compensation Committee also approved that the named executive officers receive no base salary increase for 2010 in light of the challenging economic environment. In 2010, after considering the Company’s year over year performance and the improved economic environment, and to better reflect market rates, the Committee considered and approved base salary increases for the named executive officers for 2011. that ensured their base salaries remain close to market-representative pay levels effective in 2013.Short-Term Incentive Compensation (Non-Equity) Like base salaries, annualAnnual short-term incentive awardsaward expenditures are also targeted at 50th the 50thpercentile levels for similarly-sized companies across general industry.of the Survey Group data. Short-term incentive awards for executivesthe named executive officers are paid pursuant to the Company’s Incentive Compensation Plan (“Incentive Plan”) and, for our CEO, the Company’s Senior Executive Incentive Compensation Plan (“Senior Plan”) (collectively, “STI Plans”). Individual short-termShort-term incentive award target levels for each executivethe NEO’s are determined by reference to competitive data provided by ExeQuity, though theExequity. The actual amount of short-term incentive awards paidpayable to each executive reflectthe NEO’s reflects achievement of Company financial and strategic plan goals approved by the Compensation Committee which include factors such as free cash flow, operating profit and earnings per diluted share (“EPS”)., and operating profit performance. Short-term incentive award target levels (“STI Target”) are measured asbased on a percentage of 20102013 base salaries as indicated below: | | | | | | | | | | | | | | | | | STI Target
| | | | | Name | | Percentage | | Base Salary | | STI Target | | | | T. H. Powers | | | 100 | % | | $ | 930,000 | | | $ | 930,000 | | | D. G. Nord | | | 70 | % | | $ | 432,600 | | | $ | 302,820 | | | G. N. Amato | | | 70 | % | | $ | 390,000 | | | $ | 273,000 | | | S. H. Muse | | | 70 | % | | $ | 420,200 | | | $ | 294,140 | | | W. T. Tolley | | | 70 | % | | $ | 358,600 | | | $ | 251,020 | |
Messrs. Muse, Amato and Tolley participatedpayable from the compensation plans noted in the table and discussed below:| Name | | STI Target Percentage | | | Base Salary | | | STI Target | | | Compensation Plan | | D. G. Nord | | | 100 | % | | $ | 900,000 | | | $ | 900,000 | | | Senior Plan | | W. R. Sperry | | | 70 | % | | $ | 442,100 | | | $ | 309,470 | | | Incentive Plan | | G. N. Amato | | | 70 | % | | $ | 500,200 | | | $ | 350,140 | | | Incentive Plan | | W. T. Tolley | | | 70 | % | | $ | 441,400 | | | $ | 308,980 | | | Incentive Plan | | S. H. Muse | | | 70 | % | | $ | 450,200 | | | $ | 315,140 | | | Incentive Plan |
HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement31 Incentive Compensation Plan in 2010. Messrs. Powers and Nord participated in the Senior Plan, a program that is specifically designed so as to protect for the Company the tax deductibility of short-term incentive awards earned by Messrs. Powers and Nord. Incentive Compensation Plan
The Incentive Compensation Plan is structuredsimilar to closely resemble the design of executive short-term incentive award plans that are common at other companies in the general manufacturing environment. Maintaining a short-term incentive award plan that typifies those used elsewhere, enhances the appeal of the Company’s
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compensation program generally and strengthens the Company’s ability to attract and retain high quality executive talent. The Incentive Compensation Plan authorizes the creation of an incentive compensation fundpool each year equal in amount to 15% of the excess of the Company’s consolidated earnings over 10% of the beginning year invested capital and long-term debt.debt as of the beginning of the year. Actual short-term incentive awards are paid from the authorized fundpool based on the extent to which the Company achieves Compensation Committee-approvedcertain performance goals with respect to essential operating measures such as EPS, operating profit and free cash flow, as well as other strategic objectives as determinedestablished by the Compensation Committee at the discretionbeginning of each year. Depending on performance in relation to the Compensation Committee. Incentive Compensation Plan participantsgoals, earned awards can earnrange in size from 50% to 200% of theirthe named executive officer’s STI Target each year based on performance. However, ifTarget. If performance falls below a pre-established minimally acceptable threshold, as described below, then no short-term incentive award is payable at all.
The 2013 performance goals and thresholds are described below under section entitled “2013 Performance Measures”.Senior Plan Section 162(m) of the Internal Revenue Code of 1986, as amended, (the “Code”) imposes a $1 million limit on the amount that a public company may deduct for compensation paid to its Chief Executive Officer or any of the Company’sCEO and its three other named executive officers,most highly paid executives, other than the Chief Financial Officer,CFO, who are employed as of the end of the fiscal year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance based” compensation (i.e.,compensation paid only if the executive’s performance meets certain pre-established goals approved by the Compensation Committee).performance-based” compensation. Short-term incentive awards paid under the Company’s Senior Plan are intended to be exempt from the deduction limit of Code Section 162(m). Like many other public companies that utilize similar plans, (including many general manufacturing companies), the Senior Plan (unlike the Incentive Plan) is intended to provide the Company with the ability to pay performance-based compensation to senior executives that aremay be deductible by the Company for federal income tax purposes to the maximum extent permitted by the Code. Code Section 162(m).Similar to the Incentive Compensation Plan, short-term incentive awards under the Senior Plan are earned contingentbased on the achievement of Compensation Committee-approvedCommittee approved performance goals, and payable from the incentive compensation fundpool described in connection withunder the Incentive Compensation Plan.Plan section above. The 2013 performance goals are described below under the section entitled “2013 Performance Measures.” Under the Senior Plan for example: example, Mr. PowersNord was eligible to earn a maximum amount for 20102013 equal to the lesser of: | | | | • | 15%of 10% of the amount of the incentive compensation fund established under the Incentive Compensation Plan, or | | | • | $5,000,000. |
Mr. Nord’s maximum amount for 2010 wasof the lesser of:
| | | | • | 10% of the amount of the incentive compensation fund established under the Incentive Compensation Plan, or | | | • | $5,000,000. |
incentive compensation fund established under the Incentive Compensation Plan, or $5,000,000.After the maximum possible payout under the Senior Plan is determined, the Compensation Committee may use its discretion, as permitted under the Senior Plan and Section 162(m) of the Code, to decrease (but not increase) the actual amount of the short-term incentive awardsaward paid under the Senior Plan. In exercising its discretion with respect to reduce the amounts paid to Messrs. Powers and Nord under the Senior Plan,2013 awards, the Compensation Committee considered the same EPS and free cash flow performance goals, weightings and formulation that it applied to the Incentive Compensation Plan participants and awarded for Messrs. Powers andto Mr. Nord the amounts displayed in the Summary Compensation Table on page 3039 based upon the performance results describedshown in the “Corporate Officers” table below.on page 33. Thus, although 2010Mr. Nord’s 2013 short-term incentive awards wereaward was paid to Messrs. Powers and Nord under the Senior Plan, theyhe received the same short-term incentive award theyhe would have received for 20102013 had they eachhe participated in the Incentive Compensation Plan.
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20102013 Performance Measures and Payout
Corporate Officers.Officers For 2010,2013, the Compensation Committee identified two measures of performance that it would use as principal considerations in its assessment of performance for purposes of determining short-term incentive awards: EPS and free cash flow (cash(defined as cash flow from operations less capital expenditures). at the Company level as the two performance measures it would use to determine short-term incentive award eligibility. EPS was identifiedselected because it was deemed by the Compensation Committee to affect shareholder value most directly and to be an important variable in determining share price. Free cash flow was identifiedselected because it is an important determinant in Company performance. For Corporate Officers, including Messrs. Powers and Nord,The 2013 short-term incentive awards for Mr. Nord and Mr. Sperry were paidbased solely on achievement of establishedthese two measures. Group Vice Presidents In addition to the EPS and free cash flow targets as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | | | | | Relative
| | | | | Performance Result | | Measures | | | Weight | | | Performance Threshold | | Actual | | | Weighted | | | | | | | | Minimum: | | | | $2.60 = | | | | 50% | | | | | | | EPS | | | 80% | | | Target: | | | | $3.25 = | | | | 100% | | $3.74 | | | 140% | | | | | | | | Maximum: | | | | ³ $3.90 = | | | | 200% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Minimum: | | | | $164M = | | | | 50% | | | | | | | Free cash flow | | | 20% | | | Target: | | | | $205M = | | | | 100% | | $215M | | | 25% | | | | | | | | Maximum: | | | | $246M = | | | | 200% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Composite Payout: | | | 165% | | | | | | | | | | | | | | | | | | | | | |
If the minimum levels of EPS of $2.60 and free cash flow of $164M were not obtained, then no short-term incentive award was to be paid. For EPS and free cash flow between the minimum and maximum, the amount of short-term incentive awards were to be interpolated on a straight-line basis. For 2010, EPS was $3.74, before the impact of debt extinguishment, and free cash flow was $215 million before the impact of debt extinguishment and the deferral of a significant capital investment. Therefore, the actual amount of short-term incentive awards payable to Messrs. Powers and Nord under the Senior Plan, resulted in a composite payout of 165% of their respective STI Target, the same calculation as other Corporate Officers. Accordingly,measures described above, the short-term incentive awards earned by Messrs. Powersfor Mr. Amato, Mr. Tolley and Nord as shown in the Summary Compensation Table on page 30 reflect this level of achievement.
Mr. Muse (“Group Vice Presidents. In addition to EPS andPresidents”) include three additional performance measures at the business unit level: operating profit, free cash flow measured in the same manner as for Messrs. Powers and Nord described above, the group vice presidents’ short-term incentive awards were principally determined using a composite of (i) operating profit and free cash flowstrategic objectives specific to the group vice presidents’ business unit (for Mr. Muse, the lighting business (“Lighting”), for Mr. Amato, the electrical systems business (“Electrical Systems”), and for Mr. Tolley, the power systems business (“Power”)), and (ii) strategic objectives that were identified as being important indiciaeach of success for the group vice president’s respective business unit.their businesses. The weightings of each performance measure and the potential payout for Messrs. Muse, Amato and Tolley were as follows: | | | | | | | | | | | | | Measures | | | Relative Weight | | | Performance Threshold | | | | | | | Minimum: | | | < 80% = | | | 0% | Operating profit and Free cash
flow at the business unit level | | | 70% | | | Target:
Maximum: | | | 100% =
³ 120% = | | | 100%
200%
| | | | | | | | | | | | | | EPS and Free cash flow | | | 15% | | | See theCorporate Officer
Short-Term Incentive Award Guidelinesdiscussion above | | | | | | | | | | | | | | Strategic objectives | | | 15% | | | Compensation Committee discretion based on achievements related to strategic objectives | | | | | | | | | | | | | |
FocusingCompensation Committee focused a significant portion of the group vice presidents’ potentialGroup Vice Presidents’ short-term incentive award on operating profit and free cash flow results was deemed by the Compensation Committee to promote decision making that would best increase the value of the business unit with respect to which the officerGroup Vice President has direct oversight and control. The operating profit EPS and free cash flow targets were the only targets material to the consideration of
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Messrs. Muse’s, Amato’s and Tolley’s the Group Vice Presidents’ annual short-term incentive award. The strategic objectives for Messrs.Mr. Amato, Mr. Tolley and Mr. Muse Amato and Tolley were selected by the Compensation Committee after identifyingconsulting with management and identifying certain objectives that relatewere central to central elements for the strategic plan of each business. However, noof their businesses. No single strategic objective was a material consideration in the Committee’s determination of an annual short-term incentive award. SomeThe Compensation Committee determined the level of achievement of certain strategic objectives by formula and others using its qualitative judgment. Examples of strategic objectives for the Group Vice Presidents include measured improvements in serving our customers (line fill), operating with discipline (productivity), growing the enterprise (new product development and acquisitions) and developing our people (expanding depth of talent).HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement32 The tables below reflect the applicable short-term incentive award measures, weighting and thresholds for Corporate Officers (Mr. Nord and Mr. Sperry) and Group Vice Presidents (Mr. Amato, Mr. Tolley and Mr. Muse): | Corporate Officers | | Measures | | Threshold | | | Weight | | | | Minimum: | | $4.36 | = 50% | | | | | EPS | | Target: | | $5.45 | = 100% | | 80 | % | | | | Maximum: | | ≥ $6.54 | = 200% | | | | | | | Minimum: | | $262M | = 50% | | | | | Free cash flow | | Target: | | $327M | = 100% | | 20 | % | | | | Maximum: | | $392M | = 200% | | | |
| Group Vice Presidents | | Measures | | | | Threshold | | | Weight | | Operating profit | | Minimum: | | < 80% | = 0% | | | | | and Free cash flow | | Target: | | 100% | = 100% | | 70 | % | | (Business unit level) | | Maximum: | | ≥ 120% | = 200% | | | | EPS and Free cash flow
(Company level) | | See table at left | | 15 | % | | Strategic objectives | | Comp. Committee Discretion | | 15 | % |
Performance Results and Payout For 2013, actual EPS was $5.47 and free cash flow was $323M which the Compensation Committee then adjusted for predetermined discrete items not considered in determining the threshold including foreign currency translation and acquisition related costs, resulting in EPS and free cash flow performance of $5.46 and $330M, respectively. Applying the weightings shown below, the short-term incentive awards for Mr. Nord and Mr. Sperry resulted in a composite payout of 102% of their respective STI Targets, which amounts are reflected in the Non-Equity Incentive Plan Compensation column of the strategic objectives were formula driven, others were not, reflecting instead theSummary Compensation Committee’s judgment with respect to achievements in improving the Company’s safety performance and leveraging the Company’s enterprise business system including advancements in standardized reporting and available functionality. The following section discusses the performance results and payout of each of the group vice president’s businesses applying the performance measures discussed above:
Table on page 39.Corporate Officers | | | | | | | | | | Performance | | Measures | | | | Threshold | | | Weight | | Result | | Weighted | | | | Minimum: | | $4.36 | = 50% | | | | | | | | EPS | | Target: | | $5.45 | = 100% | | 80% | | $5.46 | | 81% | | | | Maximum: | | ≥ $6.54 | = 200% | | | | | | | | | | Minimum: | | $262M | = 50% | | | | | | | | Free cash flow | | Target: | | $327M | = 100% | | 20% | | $330M | | 21% | | | | Maximum: | | $392M | = 200% | | | | | | | | | | | | | | COMPOSITE PAYOUT: | | 102% |
Group Vice Presidents Mr. Amato.The Electrical Systems business achieved operating profit performance that was 32%3% better than target which translated to a performance result for Mr. Amato of 200%113% on the operating profit measure. The Electrical Systems business achieved free cash flow performance of 122%102% of target. This performance translated to a performance result of 200%111% on the free cash flow measure. When blended together to form the composite measure (75% weight operating profit plus 25% weight free cash flow within the Electrical Systems business), Mr. Amato earned a 200%113% payout on this measure or 140%80% when the relative weighting was applied. The Compensation Committee assessed Mr. Amato’s performance on the strategic objectives and determined that such results corresponded to a performance level of 200%175%. As a result, Mr. Amato’s actual short-term incentive award for 20102013 is indicated in the following table: | | | | | | | | | | | | | | | | | | | | | | | | | | Performance Result | | Measures | | | Relative Weight | | | Performance Target | | | Actual | | | Weighted | | Operating profit | | | 70% | | | 125% of prior year | | | 200% | | | | 140 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Free cash flow within the Electrical Systems business | | | | | | 59% of Operating Profit | | | 200% | | | | | | | | | | | | | | | | | | | | | | | EPS and Free cash flow | | | 15% | | | See above | | | 165% | | | | 25 | % | | | | | | | | | | | | | | | | | | Strategic objectives | | | 15% | | | Compensation Committee
discretion as described above | | | 200% | | | | 30 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | Composite Payout: | | | | 195 | % | | | | | | | | | | | | | | | | |
| | | | | | | Performance | | Measures | | Performance Target | | Weight | | Result | | Weighted | | Operating profit | | 107% of prior year | | 70% | | 113% | | 80% | | Free cash flow | | 69% of Operating profit | | | 111% | | | | EPS and Free cash flow (Company level) | | See Corporate Officers table above | | 15% | | 102% | | 15% | | Strategic objectives | | Comp. Committee discretion | | 15% | | 175% | | 26% | | | | | | COMPOSITE PAYOUT: | | 121% |
Mr. Muse.Tolley.The LightingPower business achieved operating profit performance that was 7% better thanbelow target which translated to a performance result for Mr. MuseTolley of 134%82% on the operating profit measure. The LightingPower business achieved free cash flow performance of 92% of target. This performance translated to a performance result of 80%81% on the free cash flow measure. When blended together to form the composite measure (75% weight operating profit plus 25% weight free cash flow within the Power business), Mr. Tolley earned a 81% payout on this measure or 57% when the relative weighting was applied. The Compensation Committee assessed Mr. Tolley’s performance on the strategic objectives and determined that such results corresponded to a performance level of 125%. As a result, Mr. Tolley’s actual short-term incentive award for 2013 is shown in the following table:
| | | | | | | Performance | | Measures | | Performance Target | | Weight | | Result | | Weighted | | Operating profit | | 103% of prior year | | 70% | | 82% | | 57% | | Free cash flow | | 67% of Operating profit | | | 81% | | | EPS and Free cash flow (Company level) | | See Corporate Officers table above | | 15% | | 102% | | 15% | | Strategic objectives | | Comp. Committee discretion | | 15% | | 125% | | 19% | | | | | | COMPOSITE PAYOUT: | | 91% |
HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 33 Mr. Muse.The Lighting business achieved operating profit performance 2% below target which translated to a performance result for Mr. Muse of 96% on the operating profit measure. The Lighting business achieved free cash flow performance of 97% of target. This performance translated to a performance result of 92% on the free cash flow measure. When blended together to form the composite measure (75% weight operating profit plus 25% weight free cash flow within the Lighting business), Mr. Muse earned a 120%95% on the composite measure or 84%66% payout when the relative weighting was applied. The Compensation Committee assessed Mr. Muse’s performance on the strategic objectives and determined that such results corresponded to a performance level of 160%150%. As a result, Mr. Muse’s actual short-term incentive award for 20102013 is shown in the following table: | | | | | | | | | | | | | | | | | | | | | | | | | | Performance Result | | Measures | | | Relative Weight | | | Performance Target | | | Actual | | | Weighted | | Operating profit | | | 70% | | | Equal to prior year | | | 134% | | | | 84 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Free cash flow within the Lighting business | | | | | | Equal to Operating Profit | | | 80% | | | | | | | | | | | | | | | | | | | | | | | EPS and Free cash flow | | | 15% | | | See above | | | 165% | | | | 25 | % | | | | | | | | | | | | | | | | | | Strategic objectives | | | 15% | | | Compensation Committee
discretion as described above | | | 160% | | | | 24 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | Composite Payout: | | | | 133 | % | | | | | | | | | | | | | | | | |
Mr. Tolley. The Power business achieved operating profit performance that was 4% below target which translated to a performance result for Mr. Tolley of 90% on the operating profit measure. The Power business achieved free cash flow performance of 86% of target. This performance translated to a performance result of 64%
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| | | | | | | Performance | | Measures | | Performance Target | | Weight | | Result | | Weighted | | Operating profit | | 107% of prior year | | 70% | | 96% | | 66% | | Free cash flow | | 69% of Operating profit | | | 92% | | | EPS and Free cash flow (Company level) | | See Corporate Officers table on page 33 | | 15% | | 102% | | 15% | | Strategic objectives | | Comp. Committee discretion | | 15% | | 150% | | 23% | | | | | COMPOSITE PAYOUT: | | 104% |
on the free cash flow measure. When blended together to form the composite measure (75% weight operating profit plus 25% weight free cash flow within the Power business), Mr. Tolley earned an 83% payout on this measure or 58% when the relative weighting was applied. The Compensation Committee assessed Mr. Tolley’s performance on the strategic objectives and determined that such results corresponded to a performance level of 160%. As a result, Mr. Tolley’s actual short-term incentive award for 2010 is shown in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | Performance Result | | Measures | | | Relative Weight | | | Performance Target | | | Actual | | | Weighted | | Operating profit | | | 70% | | | Flat compared to prior year | | | 90% | | | | 58 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Free cash flow within the Power business | | | | | | 64% of Operating Profit | | | 64% | | | | | | | | | | | | | | | | | | | | | | | EPS and Free cash flow | | | 15% | | | See above | | | 165% | | | | 25 | % | | | | | | | | | | | | | | | | | | Strategic objectives | | | 15% | | | Compensation Committee
discretion as described above | | | 160% | | | | 24 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | Composite Payout: | | | | 107 | % | | | | | | | | | | | | | | | | |
Bonus
In addition to the performance-based short-term incentive awards paid under the Incentive Compensation Plan and the Senior Plan, for 2010 the Compensation Committee awarded a discretionary bonus to Mr. Amato in the amount of $100,000. The Compensation Committee determined that it was appropriate to provide Mr. Amato with this bonus based on Mr. Amato’s strong leadership in delivering superior performance for the Electrical business.
Long-Term Incentive Compensation (Equity) The Company matches long-term incentive compensation practices in the general manufacturing sector by extending to its executives the opportunity to earn rewards in the form of Company shares. Theshares under its long-term incentive compensation program isprogram. Long-term incentive awards for the means by which sharesnamed executives are earned.paid in Class B Common Stock pursuant to the Company’s amended and restated 2005 Incentive Award Plan (“Equity Plan”). The objectives of the long-term incentive compensation program are to: | | | | | • | Generate growth in the Company’s share price by rewarding activity that enhances enterprise value | | | | | | | • | Ensure long-term rewards are commensurate with performance | | | | | | | • | Facilitate the accumulation of shares by executives, thereby enhancing ownership levels and promoting value-added decision making | | | | | • | Ensure greater alignment with shareholders |
The Compensation Committee also understands from its review of the benchmark data that delivering long-term incentive award value in a blend of these formats is similar to how other companies in the manufacturing sector are delivering equity awards to executives in senior leadership positions. The value of long-term incentive awards granted to executives each year is based on several factors, including a review of external practices as provided by ExeQuity,Exequity, the Compensation Committee’s assessment of the Company’s financial performance in the short- and long-term, and the value of awards granted in prior years. years and succession considerations. This year, the Committee focused on the Peer Group in reviewing external market pay practices to determine competitive award levels, and the Survey Group secondarily.The Compensation Committee determinedbelieves that it achieves the best balance of the Company’s interests in motivating, retaining and rewarding the named executive officers is by havinggranting 50% of each executive’s long-term incentive award value in the form of SARs, 25% in performance-based restricted stock (“PBRS”), and 25% percent in performance shares. In 2013 PBRS replaced the former time-based restricted stock awards as the Committee sought to further strengthen the performance-based orientation of the long-term incentive award program. This particular blend of award formats was viewed by the Compensation Committee as being representative of the prevailing mix of long-term equity awards in the external market. This decision to aligngeneral manufacturing sectorwhile also fulfilling its broader objective of tying 100% of the Company’s mix ofexecutive’s long-term incentive award grants with the benchmark norm was deemedopportunity to be consistent with the Company’s broader objective of extending market representative pay opportunities. performance-based conditions.In December 2010,2013, the Compensation Committee approved forgranted the named executive officers long-term incentive awards of Class B Common Stock in the form of restricted stock, SARsSARS, PBRS and performance shares. The Committee further believes that granting awards in these formats uses shares efficiently while increasing executive stock ownership commensurate withas the
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Company’s performance. More specifically,performance increases. Specifically, the Compensation Committee deems the issuance of these particular award types to satisfy the Company’s compensation objectives in the following manner: by: | | | | | • | SARs and performance shares strengthenStrengthening the performance orientation of the award program such that awards are earned only if the Company delivers strong performance | | | | | | • | Restricted stock buildsBuilding equity ownership which is more closely alignedaligns the interests of our executives to thatthose of otherour shareholders | | | | | | • | SARs, restricted stock and performance shares efficiently useEfficiently using shares to deliver targeted value to executives while qualifying as deductible performance-based compensation under Section 162(m) of the Internal Revenue Code | | | | | • | Rewarding performance that executives can directly influence |
Long-term incentive grants are usually made once a year, after the Compensation Committee has assessed the Company’s performance for such year. Historically, restricted stock, SARs, stock options and performance sharesuch grants have been made at the Compensation Committee’s regularly scheduled meeting held in early December, with limited exceptions related to newly appointed or promoted executives, or in connection with an acquisition. Restricted Stock Awards. Restricted stock provides incentives for executives to remain employed by the Company and to create and maintain value for shareholders since the value of a restricted share depends on the executives continued employment and the value of the Company’s stock on the vesting date. Restricted share awards are granted in shares of the Company’s Class B Common Stock and generally vest in three equal installments on the anniversary of the grant date.
executives.SARs and Stock Options. A SAR gives the right toholder the holderright to receive, once vested, the value in shares of the Company’s Class B Common Stock equal to the positive difference between the base price and the market value of a share of Class B Common Stock upon exercise. Generally, SARs vest in three equal installments on each of the anniversaryfirst three anniversaries of the grant date. The Company has not granted stock options since 2004, however, grants made prior to 2004 are vested and may remain outstanding. The base price pursuant to which the value of a SAR is measured is the mean between the high and low trading prices of Class B Common Stock as reported on the New York Stock ExchangeNYSE on the trading day immediately preceding the date of grant (i.e.(i.e. December 3, 2010 — $59.95)10, 2013— $107.865). The Company uses the mean between the high and low trading prices on the date immediately before the date of grant and not the closing price of its stock on the date of grant for two reasons: First, using the trading prices from the day before the grant enables the Compensation Committee to know the exact grant price and therefore determine the exact value of each grant before it is made. Second, HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 34 because of the relatively low volume at which the Company’s stock trades it suggests that the mean represents a more accurate picture of the fair market value of the stock than does the closing price. For purposes of determining individual award levels, the value of each SAR is formulated on the basis of a modified Black-Scholes calculation that is providedcalculation. See the section entitled “Equity Award Plan Vesting Provisions” on page 41 for additional information on the terms of this award. Performance-Based Restricted Stock Awards PBRS provides executives with the opportunity to earn shares of the Company’s Class B Common Stock upon satisfaction of certain pre-established performance measures within stated periods of time. In 2013, PBRS were granted to the Compensation Committee by an independent consulting organization. NEO’s and could be earned in three equal annual installments based on the Company’s EBITDA performance as a percentage of net sales for the 12 months preceding the applicable measurement date being greater than 10%, as measured on December 31, 2014, December 31, 2015 and December 31, 2016. In the event the Company fails to meet the performance threshold in any given year the executive would forfeit one-third of the PBRS award. As such, PBRS awards are earned only in the event of performance thereby linking the NEO’s incentives to shareholder interests and returns. PBRS awards replaced the time-based vested restricted stock awards that had been granted to the NEO’s in prior years. See the section entitled “Equity Award Plan Vesting Provisions” on page 41 for further information on the terms of these awards.Performance Share Awards. Performance share awards give the executiveholder the ability to earn shares of the Company’s Class B Common Stock upon satisfaction of certain pre-established performance measures within a stated period of time. In 2010,2013, performance shares were granted and could be earned based on the Company’s total shareholder return to shareholders (“TRS”TSR”) over a three-year performance period compared to the TRS generated by theTSR of other companies that comprisein the S&P Mid-Cap 400 Index (“Index”). The number of performance shares to be paid under this grant is determined based on the Company’s relative performance per the following schedule which shows the potential payout as a percent of the target award. The performance and payouts will be rounded to the nearest percentage. | | | | | | | | Performance Measure | | Performance | | Payout | | Total Shareholder Return to Shareholders(1) | | ³≥ 80th percentile of Index
At 50th percentile of Index
At 35th percentile of Index
Below 35thpercentile of Index | | 200 | 200%
100%
50%
0% | % | | | | At 50thpercentile of Index | | 100 | % | | | | At 35thpercentile of Index | |
| 50 | | % | (1) | | For every Below 35thpercentile increase in performance, the payout will increase 3.33% (interpolated on a straight line basis).of Index | | 0 | % |
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Importantly, allAll performance share awards are subject to a shareholder protection mechanism such that no shares will be paid in the event the Company’s TRSTSR over the three-year performance period falls below the 35th 35thpercentile of the Index. The performance shares therefore provide pay only in the event of performance thereby linking the named executive officer’s incentives to shareholder interests and returns.
See the section entitled “Equity Award Plan Vesting Provisions” on page 41 for additional information on the terms of performance share awards.The performance share grant ofshares granted on December 3, 2007,1, 2010, having a performance period of January 1, 20082011 to December 31, 2010, will be2013, were paid out in 2011February 2014 based upon the Company’s TSR achievements with respect to two equally weighted performance measures: TRS and operating margin improvements. as shown in the table below: 
At the end of the performance period, the Company achieved TSR performance at the 71st 90thpercentile of the Index resulting in a 170%200% payout and operating margin improvement of 2.66% basis points resulting in an 66% payout. When blended to form the composite measure (50% weight TRS plus 50% weight operating margin improvements), the resulting payout was 118% thereby earning Messrs. Powers,the named executive officers the following shares of Class B Common Stock: Mr. Nord – 6,668, Mr. Sperry – 3,334, Mr. Amato – 6,154, Mr. Tolley – 4,872 and Mr. Muse and Tolley 13,322, 3,542, 2,275, 2,924 and 1,949 shares, respectively.– 4,616. HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement35 Stock Ownership and Retention Policy The Company has a stock ownership and retention policy which is applicable to the named executive officers as well as other officers and designated employees. The policy requires such covered employees, consistent with their responsibilities to the shareholders of the Company, to hold a significant equity interest in the Company. In an effort The terms and conditions of the policy are routinely examined to maintainensure consistency with current market practicepractices and external benchmarks, the Compensation Committee reviewed the current design of the Stock ownership and retention policy. In February 2011, upon the recommendation of the Compensation Committee, the Board approved of amendments to the policy that would better reflect evolving market practices and ensure thatalignment between the interests of the employees boundcovered by the policy are properly aligned withand the interests of the Company’s shareholders. The amendments to the policy are summarized below:
provides: | • | Until an employee meets their ownership minimum, an employee must retain fifty percent (50%) of the net shares acquired pursuant to the exercise of a SAR. | | | | | | • | IncreasedOnce the minimum share ownership level is satisfied, the employee is expected to continue to satisfy such requirement for so long as he or she is subject to the policy. | | | | | • | Shares that count toward the minimum share ownership requirement forinclude shares held directly and indirectly by the Chief Executive Officer from four times to five times base salaryemployee, including restricted stock granted under the Equity Plan. Shares underlying unexercised SARs, and unearned performance shares are not counted. | | | | | | • | Expanded the population ofCovered employees covered by the policy to a broader group of individuals whose decisions have the ability to influence or impact the Company | | | • | Reduced the time period to attain the minimum share ownership requirement toapproximately five years from the earliest date ansuch employee is granted an option to acquire Company securities to achieve their minimum ownership requirement |
Accordingly, under the policy expects employees are expected to attain a minimum share ownership level equal to their base salary times a certain multiplier, as indicated below: | | | Multiple of | | | | Multiple of
| Executive Level | | Base Salary | | | | Chief Executive Officer | | 5x | | Chief Financial Officer, Group Vice Presidents
and General Counsel | | 3x | | | Other Corporate Officers | | 2x | | | Other Executives (non-Corporate Officers) | | 1x | |
The policy also provides that untilAll NEO’s are in compliance with the minimum sharestock ownership level is met, an employee is expected to retain fifty percent (50%) of the net shares acquired pursuant to the exercise of a stock option or SAR. Once the minimum share ownership level is satisfied, the employee is expected to continue to satisfy such requirement for so long as he or she is subject to theand retention policy. Shares that count toward the minimum share ownership requirement include shares held directly and indirectly by the employee, including restricted stock held pursuant to the 2005 Incentive Award Plan, as amended and restated. Shares underlying unexercised options or SARs, and unearned performance shares are not counted.
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Compensation Recovery Policy The Company has a compensation recovery policy underCompensation Recovery Policy which ifprovides that an executive, including the named executive officers, who is determined to have engaged in fraud or other gross misconduct which contributed in whole or in part to a restatement of the Company’s financial results, the Board may take disciplinary action which may includebe subject to any one or more of the following: | | | | | • | Termination of employment | | | | | | | • | Recovery of all or any portion of any performance-based cash or equity paid or vested during the previous three years and that would otherwise not have been paid or vested based on the restated financial results | | | | | | | • | Cancellation or forfeiture of any performance-based cash or equity awards not yet paid or vested, or offset against future awards |
All actions taken under this policy will be determined by the Board of Directors in its sole discretion, upon consultation with the Audit Committee and the Nominating and Corporate Governance Committee. Named executive officers also receive employee benefits that are generally applicableavailable to all employees, as well as certain retirement benefits, perquisites, severance and change in control protections. These additional benefits are ofsimilar to the typetypes and amountamounts available to other senior executives of manufacturing companies as demonstrated in the benchmarkedbenchmark data. The Compensation Committee believes that it is necessary to provide these benefits to executives in order to remain market competitive in attracting and retaining qualified executives. HUBBELL INCORPORATED-Notice of 2014 Annual Meeting of Shareholders & Proxy Statement36 Retirement Plans and Nonqualified Deferred Compensation Plans In addition to the retirement plans which are made generally available to employees of the Company, which include a tax qualifiedtax-qualified defined benefit plan (“BasicDB Plan”) and a defined contribution plan consisting of a 401(k) plan and a discretionary profit sharing contribution plan (“ContributionDC Plan”), the named executive officers and certain other selected executive officers participate in various supplemental retirement plans and deferred compensation plans, which allow them to earn additional retirement benefits. The BasicDB Plan and ContributionDC Plan are intended to provide employees, including named executive officers, with retirement income. Only theThe Company contributes to the BasicDB Plan whereas both the Company and the employee contribute to the ContributionDC Plan. Employees hired after December 31, 2003 are not eligible to participate in the BasicDB Plan, but may participate only in the ContributionDC Plan. The Company determined to no longer offerclosed the BasicDB Plan to new employees after 2003, asfollowing its determination that it was no longer necessary in order to attract talent in the marketplace. Instead, the Company emphasized participation in the ContributionDC Plan with matching contributions and a discretionary profit sharing contribution which are more in line with current competitive retirement compensation practices. In addition to the Basic Plan and the Contribution Plan, theThe named executive officers also participate in supplemental retirement plans available to selected senior management employeesexecutives of the Company, which include the Top Hat Restoration Plan (the “Restoration“DB Restoration Plan”), the Defined Contribution Restoration Plan (the “DC Restoration Plan”), and either the Supplemental Executive Retirement Plan (the “Executive Plan”) or the Supplemental Management Retirement Plan (the “Management Plan”) both of which are closed to new participants. The DB Restoration Plan is an “excess benefit plan” pursuant to which participants in the BasicDB Plan receive additional retirement benefits, calculated in the same manner as benefits are calculated under the BasicDB Plan but without regard to the applicable limits on compensation or benefit accruals under the Basic Plan as required by the tax-qualified plan rules. Effective January 1, 2011, the Company adopted the Defined Contribution The DC Restoration Plan, (the “DC Plan”), also an “excess benefit plan,” pursuant to which each employee, including each named executive officer, who is eligible to participateenables participants in the ContributionDC Plan willto receive Company contributions equal to the discretionary profit-sharingprofit sharing contributions such employee would have received under the ContributionDC Plan absentbut for the compensation limits under the Contribution Plan as requiredimposed by the tax-qualified plan rules less the amounts of discretionary profit-sharingprofit sharing contributions such employee received under the ContributionDC Plan. The DB Restoration Plan, DC Restoration Plan, Executive Plan Management Plan and DCManagement Plan are intended to promote the retention of our eligible senior management
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employees by providing them with the opportunity to earn pension and retirement benefits which supplement the benefits available under the Company’s tax-qualified retirement plans. The Company also maintains thehas a nonqualified Executive Deferred Compensation Plan (“EDCP”), a nonqualified deferred compensation plan which permits selected individuals, including our named executive officers, to defer the receipt of a portion of their annual short-term incentive compensation and also provides for discretionary company matchingCompany contributions. Amounts deferred under the EDCP are credited with earnings on the basis of individual investment directions made by each participant. The purpose of the EDCP is to provide a tax-tax and retirement-planningretirement planning tool to selected individuals and thus assist the Company in attracting and retaining senior management. Additional information on See also the retirements plan discussed in this section can be found under the section entitled “Retirement Plans” and the accompanying narrative to the Pension Benefits in Fiscal Year 2010 tablesection on page 36. Information on45 and the EDCP can be found under the section entitled “Non-Qualified Deferred Compensation” and the accompanying narrative to the “Non-Qualified Deferred Compensation in Fiscal Year 2010” tablesection on page 38.
The Company provides the following limited perquisites to its named executive officers.officers: use of a Company car, financial planning and tax preparation services, limited personal travel on the Company aircraft and executive physicals. These perquisites provide flexibility to the executives and increase travel efficiencies, thereby allowing more productive use of executive time;the executive’s time, and protect the executive’s personal and financial health and thus the Company’s investment in their development; and encourage active involvement indevelopment. The Company marketing efforts. The Companyroutinely examines the competitiveness of the perquisites offered andin light of the evolving competitive landscape and recommendeddetermines whether any modifications are appropriate. See footnote 5 to the “Summary Compensation Committee which determined in 2010 to eliminate the perquisite of Company-provided country club memberships. More detail on the Company’s perquisites can be found in the narrative following the Summary Compensation TableTable” on page 32. 39.Severance and Change in Control Benefits In addition to retirement benefits, theThe Company provides forhas entered into Change in Control Severance Agreements with its named executive officers which provide certain severance benefits in the event athe named executive officer’s employment is involuntarily or constructively terminated. Such severance benefits are designed to alleviate the financial impact of a termination of employment through base salary and health benefit continuation, as well asand outplacement services, and with the intent of providing for a stable work environment. In addition to general severance, the Company provides enhanced benefits to its senior executives in the event of a change in control as a means of reinforcing and encouraging thetheir continued attention and dedication of senior executives of the Company to their duties of employment without the personal distraction or conflict of interest in circumstances whichthat could arise from the occurrence of a change in control. The Company extends severance and change in control benefits because they are essential to help the Company fulfillfulfil its objectives of attracting and retaining key managerial talent. The decision to offer these benefits diddoes not influence the Compensation Committee’s determinations concerning other direct compensation or benefit levels. In making the decision to extend the benefits, the Compensation Committee relied on ExeQuity and determined in December 2010,Exequity to ensure that certain modifications to the Company’s existingsuch severance and change in control benefits were appropriate in order to better align with the policy statements put forth by governance rating agencies and emerging market practices in the area of severance and change in control compensation. In particular, Accordingly, the Compensation Committee’s review of such policy statements and market practices elsewhere demonstrated that the magnitude of the lump sum cash benefits payable following certain change in control-related terminations (2.75 or less times base salary plus short-term incentive award) and the elimination of the Company’s payment of gross ups to cover excise taxes more closely reflect emerging industry standards. Accordingly, effective December 31, 2010, the Company replaced all of its existing Continuity Agreements with new Change in Control Severance Agreements containing thesecontain the following provisions and other provisions deemed by ExeQuity to better representreflect the types and amounts of compensation benefits payable to senior executives upon a change in control. The Compensation Committee also reviewedcontrol: | • | Double trigger (change in control plus termination of employment) required to obtain benefit | | | | | • | Lump sum cash payments not to exceed 2.75 times base salary plus short-term incentive award | | | | | • | Elimination of gross ups to cover excise taxes |
For additional information relating to the Company’s general severance benefits in light of current market trends and in February 2011 determined to revise the Company’s general Severance Policy to better reflect its understanding of current best practices regarding severance benefits. Additional information on the Company’s severance and change in control and severance benefits, can be found undersee the section entitled “Potential Post-Employment and Change in Control Payments” and the accompanying tables and narrativeCompensation Arrangements” on page 39.48. HUBBELL INCORPORATED-Notice of 2014 Annual Meeting of Shareholders & Proxy Statement37
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Tax Deductibility of Compensation Section 162(m) of the Code establishes an annual $1 million limit on the amount that the Company can deduct for compensation paid to its Chief Executive Officer and its three other most highly paid executive officers (other than its Chief Financial Officer), unless the compensation in excess of $1 million is performance-based. Payments under the Senior Plan, stock options and SARs granted under the Company’s LTI PlansEquity Plan with an exercise price of at least fair market value, and PBRS and performance shares granted under the 2005 Incentive AwardEquity Plan as amended and restated, are intended to qualify as performance-based compensation exempt from the limitations ofunder Section 162(m) of the Code. The Compensation Committee believes that it is in the Company’s best interests to maintain flexibility in the administration of the compensation program. In order to retain the flexibility to compensate the Company’s management in the manner best promoting the Compensation Committee’s policy objectives, the Compensation Committee does not require that all compensation be deductible. Accordingly, certain payments, including payments under the Incentive Compensation Plan and grants of restricted stock are not intended to qualify as performance-based compensation and may be subject to the $1 million deductibility limitation of Section 162(m) of the Code. Compensation Committee Report The Committee has reviewed the Compensation Discussion and Analysis and discussed its contents with members of the Company’s management. Based on this review and discussion, the Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report onForm 10-K and in this Proxy Statement. George W. Edwards, Jr., Chairman
Richard J. Swift, Chair Carlos M. Cardoso Andrew McNally IV Carlos A. Rodriguez John G. Russell HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement38 Richard J. Swift
29
Summary Compensation Table for Fiscal Year 2013 The following table sets forth the total cash and other compensation paid or accrued by the Company for services rendered to the Company and its subsidiaries by theof Company’s named executive officers for the yearyears ended December 31, 2010. Summary Compensation Table for Fiscal Year 2010
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Change in
| | | | | | | | | | | | | | | | | | | | Pension
| | | | | | | | | | | | | | | | | | | | Value and
| | | | | | | | | | | | | | | | | | | | Nonqualified
| | | | | | | | | | | | | | | | | | Non-Equity
| | Deferred
| | | | | | | | | | | | | | | | | | Incentive
| | Compensation
| | | | | | | | | | | | | | Stock
| | Option
| | Plan
| | Plan
| | All Other
| | | | | | | | Salary
| | Bonus
| | Awards
| | Awards
| | Compensation
| | Earnings
| | Compensation
| | Total
| Name and Principal Position | | Year | | ($) | | ($)(1) | | ($)(2) | | ($)(2) | | ($)(3) | | ($)(4)(5) | | ($)(6)(7)(8) | | ($) | | | | T. H. Powers | | | 2010 | | | | 930,000 | | | | — | | | | 1,519,958 | | | | 883,930 | | | | 1,534,500 | | | | 724,221 | | | | 129,877 | | | | 5,722,486 | | | Chairman of the Board, | | | 2009 | | | | 930,000 | | | | — | | | | 1,340,128 | | | | 774,280 | | | | 1,023,000 | | | | 3,315,433 | | | | 78,848 | | | | 7,461,689 | | | President and Chief Executive Officer | | | 2008 | | | | 930,000 | | | | — | | | | 1,224,008 | | | | 1,023,126 | | | | 1,255,500 | | | | 3,867,894 | | | | 84,636 | | | | 8,385,164 | | | D. G. Nord | | | 2010 | | | | 432,600 | | | | — | | | | 429,611 | | | | 249,801 | | | | 499,700 | | | | 763,856 | | | | 60,865 | | | | 2,436,433 | | | Senior Vice President | | | 2009 | | | | 432,600 | | | | — | | | | 373,188 | | | | 215,601 | | | | 333,102 | | | | 569,263 | | | | 59,496 | | | | 1,983,250 | | | and Chief Financial Officer | | | 2008 | | | | 416,000 | | | | — | | | | 324,119 | | | | 270,927 | | | | 393,120 | | | | 385,871 | | | | 59,309 | | | | 1,849,346 | | | G. N. Amato | | | 2010 | | | | 390,000 | | | | 100,000 | | | | 396,493 | | | | 230,591 | | | | 532,400 | | | | 654,700 | | | | 30,130 | | | | 2,334,314 | | | Group Vice President | | | 2009 | | | | 390,000 | | | | — | | | | 291,332 | | | | 168,319 | | | | 313,950 | | | | 631,162 | | | | 29,125 | | | | 1,823,888 | | | | | | 2008 | | | | 324,000 | | | | — | | | | 220,535 | | | | 184,319 | | | | 328,536 | | | | 391,131 | | | | 25,763 | | | | 1,474,284 | | | S. H. Muse | | | 2010 | | | | 420,200 | | | | — | | | | 297,420 | | | | 172,946 | | | | 391,200 | | | | 789,760 | | | | 37,755 | | | | 2,109,281 | | | Group Vice President | | | 2009 | | | | 420,200 | | | | — | | | | 265,445 | | | | 153,358 | | | | 320,613 | | | | 635,689 | | | | 39,569 | | | | 1,834,874 | | | | | | 2008 | | | | 408,000 | | | | — | | | | 265,673 | | | | 222,071 | | | | 228,480 | | | | 385,694 | | | | 36,495 | | | | 1,546,413 | | | W. T. Tolley | | | 2010 | | | | 358,600 | | | | — | | | | 313,909 | | | | 182,552 | | | | 268,600 | | | | 192,000 | | | | 59,344 | | | | 1,375,005 | | | Group Vice President | | | 2009 | | | | 358,600 | | | | — | | | | 242,756 | | | | 140,264 | | | | 306,244 | | | | 154,673 | | | | 53,010 | | | | 1,255,547 | |
Name and Principal
Position | | Year | | Salary(1)
($) | | Stock
Awards(2)
($) | | Option
Awards(2)
($) | | Non-Equity
Incentive Plan
Compensation(3)
($) | | Change in
Pension Value
and Nonqualified
Deferred
Compensation
Plan Earnings(4)
($) | | All Other
Compensation(5)
($) | | Total
($) | | D. G. Nord | | 2013 | | 900,000 | | 2,196,158 | | 1,500,240 | | 918,000 | | 1,108,809 | | 125,814 | | 6,749,021 | | President and CEO | | 2012 | | 607,474 | | 2,200,297 | | 1,344,114 | | 622,600 | | 1,239,765 | | 90,993 | | 6,105,243 | | | | 2011 | | 465,300 | | 536,880 | | 310,264 | | 456,000 | | 1,459,937 | | 186,215 | | 3,414,596 | | W. R. Sperry | | 2013 | | 442,100 | | 549,006 | | 375,054 | | 315,700 | | – | | 61,867 | | 1,743,727 | | Senior Vice President | | 2012 | | 401,596 | | 630,077 | | 388,029 | | 327,000 | | – | | 59,453 | | 1,806,155 | | and CFO | | | | | | | | | | | | | | | | | | G. N. Amato | | 2013 | | 500,200 | | 549,006 | | 375,054 | | 423,700 | | 362,168 | | 23,362 | | 2,233,490 | | Group Vice President | | 2012 | | 479,100 | | 490,035 | | 289,689 | | 422,600 | | 966,186 | | 27,536 | | 2,675,146 | | | | 2011 | | 456,300 | | 482,252 | | 278,685 | | 460,000 | | 1,318,448 | | 24,297 | | 3,019,982 | | W. T. Tolley | | 2013 | | 441,400 | | 396,626 | | 270,865 | | 281,200 | | 160,036 | | 41,543 | | 1,591,670 | | Group Vice President | | 2012 | | 430,600 | | 385,832 | | 228,137 | | 409,900 | | 419,885 | | 39,200 | | 1,913,554 | | | | 2011 | | 410,100 | | 385,791 | | 222,954 | | 390,400 | | 355,738 | | 39,914 | | 1,804,897 | | S. H. Muse | | 2013 | | 450,200 | | 335,499 | | 229,215 | | 327,700 | | – | | 40,655 | | 1,383,269 | | Group Vice President | | 2012 | | 440,900 | | 321,636 | | 190,118 | | 358,000 | | 1,256,500 | | 40,942 | | 2,608,096 | | | | 2011 | | 430,100 | | 321,523 | | 185,786 | | 394,400 | | 1,488,660 | | 38,445 | | 2,858,914 |
| | | | (1) | | Reflects a discretionary bonus awarded to Mr. Amato outsideThe amounts reported in the Incentive Compensation Plan for fiscal year 2010Salarycolumn reflect salaries paid in recognition of his strong leadership in delivering superior performance for the Electrical business. | | years indicated. | | (2) | | Amounts shown representThe amounts reported in theStock AwardsandOption Awardscolumns reflect the grant date fair value of performance-based restricted stock, performance shares and SARs granted in the year indicated2013 as computedcalculated in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation, reflected in these columns, see Note 17 to the Consolidated Financial Statements for 2010 contained2013 in theForm 10-K filed with the SEC on February 16, 2011.18, 2014. The actual value if any, that an executive may realize from an award is contingent upon the satisfaction of the vesting conditions to vesting in thatof the award. For SARs, the actual value of the award and with respect to SARs,is based upon the positive difference between the base price and the market value of a share of Class B Common Stock on the date of exercise. Thus, there is no assurance that the value, if any, eventually realized by the executive will correspond to the amount shown. | | | | Amounts shown under “Stock Awards” column includes For performance shares, the grant date fair value for performance shares awardsis based upon the probable outcome of the meeting the performance goals applicable to such performance shares at a target award of 100% as determined under FASB ASC Topic 718. | | . | | (3) | | ReflectsThe amounts reported in theNon-Equity Incentive Plan Compensationcolumn reflect short-term incentive awards earned during the fiscal years 2008, 2009 and 2010 under the Company’s Incentive Compensation Plan and Senior Plan. | | | (4) | | ReflectsThe amounts reported in the aggregateChange in Pension Valuecolumn reflect the change in the actuarial present value of the net increase in actuarial valueeach named executive officer’s accumulated benefit under the Basic Plan, Restoration Plan, Executive Plan and Management Plan (as applicable)retirement plans in which he participates. In the case of Mr. Muse, his change in pension value for Messrs. Powers, Amato, Muse and Tolley (discussed below in the section entitled “Retirement Plans” beginning on page 36). For Mr. Nord, reflects the aggregate2013 reflected a decrease of $359,655 as a result of the increase in actuarial value under the Executive Plan only, as he is not eligible to participatediscount rates applied in the Basic Plan.calculation. See the “Employee Benefits” section on page 36 and “Retirement Plans” section on page 45. The present value of these accrued benefits at December 31, 20092012 and December 31, 20102013 is based on the Pension Protection Act 2010 and 20112014 Optional Combined Tables (gender distinct), using a discount rate of 6.00%4.20% and 5.40%5.10%, respectively. Participants are assumed to retire at age 62. |
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| | 62 or current age, if later. | | (5) | | The value of pension benefits under the Basic Plan, Restoration Plan, Management Plan and Executive Plan are based, in part, on the highest three year average of compensation earned over the prior ten-year period, including annual short-term incentive compensation. The smaller increaseamounts reported in the present value of Mr. Powers’ pension benefit in 2010 was due to the fact that he is fully vested in the Executive Plan and his three year average of highest compensation did not increase in 2010 as compared to 2009. | | (6) | | The following table identifies the total amount and type of perquisites (ü) each named executive officer received in 2010 and the incremental cost of any individual perquisite that exceeds the greater of $25,000 or 10% of the total amount of perquisites for a named executive officer. The incremental cost of perquisites are included in the All Other Compensation column:column for 2013 are detailed in the table below: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total
| | Aircraft
| | Automobile
| | Country
| | Executive
| | Financial/
| Name | | ($) | | Usage ($) | | Usage ($) | | Club | | Medical | | Tax Planning | | | | T. H. Powers | | | 118,447 | | | | 63,375 | | | | ü | | | | ü | | | | ü | | | | ü | | | D. G. Nord | | | 42,520 | | | | — | | | | ü | | | | ü | | | | — | | | | ü | | | G. N. Amato | | | 20,674 | | | | — | | | | ü | | | | ü | | | | — | | | | — | | | S. H. Muse | | | 29,246 | | | | — | | | | ü | | | | ü | | | | — | | | | ü | | | W. T. Tolley | | | 51,003 | | | | ü | | | | ü | | | | ü | | | | — | | | | ü | |
| | | | | Retirement Plan | | | | | | Perquisites(a) | | Contributions(b) | | Total | | Name | | ($) | | ($) | | ($) | | D. G. Nord | | 57,126 | | 68,688 | | 125,814 | | W. R. Sperry | | 23,453 | | 38,414 | | 61,867 | | G. N. Amato | | 15,712 | | 7,650 | | 23,362 | | W. T. Tolley | | 33,893 | | 7,650 | | 41,543 | | S. H. Muse | | 33,005 | | 7,650 | | 40,655 |
| (a) | | | | | The Company’s methodology for calculating costs associated with perquisites has beenamounts in thePerquisitescolumn reflect the incremental cost to the Company which for personalproviding the use of the Company’s aircraftan automobile to each named executive officer (Mr. Nord - $44,851 and Mr. Tolley – $27,793), which includes fuel, landing fees, hangar fees, maintenance, catering, additional expenses relating to the crew and other expenses which would not have otherwise been incurred by the Company if the aircraft had not been used for personal travel, including such costs associated with any “deadhead” flights (i.e.flights without passengers). For personal use of the Company automobile, the incremental cost includes the sum of lease payments, fuel, taxes, maintenance, insurance and registration less monthly payments made by the named executiveNEO multiplied by the percentage attributable to personal useuse; the actual cost of the automobile. Country club membership, financial planning andor tax preparation services for Mr. Nord, Mr. Tolley and executive medical coverage are calculated usingMr. Muse; and the actual cost to the Companyof an executive physical for the benefit provided to the executive.Mr. Tolley and Mr. Muse. | | | (7)(b) | | Includes the Company’s payment of the actual life insurance premiumThe amounts in the following amounts: Mr. Powers — $4,080, Mr. Nord — $1,195, Mr. Amato — $2,106, Mr. Muse — $1,159 and Mr. Tolley — $991 | | (8) | | IncludesRetirement Plan Contributionscolumn reflect Company 401(k) matching contributions to the Contribution Plan in the amount of $7,350$7,650 for each named executive officer under the DC Plan and a discretionary profit sharing contribution of $9,800$10,200 for Mr. Nord.Nord and Mr. Sperry. Also includes for Mr. Nord and Mr. Sperry a contribution of $50,838 and $20,564, respectively, under the DC Restoration Plan earned in 2013 to be made in 2014. See the “Non-Qualified Deferred Compensation” section on page 47. |
HUBBELL INCORPORATED-Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 39 Grants of Plan-Based Awards in Fiscal Year 20102013 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All Other
| | All Other
| | | | | | | | | | | | | | | | | | | | | | Stock
| | Option
| | Exercise
| | Grant Date
| | | | | | | | | | | | | | | | | | Awards:
| | Awards:
| | or Base
| | Fair Value
| | | | | | | | | | | | | | | | | | Number of
| | Number of
| | Price of
| | of Stock
| | | | | | Est. Future Payouts Under Non- Equity
| | Est. Future Payouts Under Equity
| | Shares of
| | Securities
| | Option
| | and Option
| | | | Grant
| | Incentive Plan Awards | | Incentive Plan Awards | | Stock or
| | Underlying
| | Awards
| | Awards
| Name | | Date | | Threshold ($) | | Target ($) | | Max ($) | | Threshold (#) | | Target (#) | | Max (#) | | Units | | Options | | ($/Sh)(1) | | (2)(3)(4) | | | | T. H. Powers | | | 12/06/10 | | | | 465,000 | | | | 930,000 | | | | 1,860,000 | | | | 5,898 | | | | 11,796 | | | | 23,592 | | | | 9,591 | | | | 69,111 | | | | 59.95 | | | | 2,403,888 | | | D. G. Nord | | | 12/06/10 | | | | 151,410 | | | | 302,820 | | | | 605,640 | | | | 1,667 | | | | 3,334 | | | | 6,668 | | | | 2,711 | | | | 19,531 | | | | 59.95 | | | | 679,412 | | | G.N. Amato | | | 12/06/10 | | | | 136,500 | | | | 273,000 | | | | 546,000 | | | | 1,538 | | | | 3,077 | | | | 6,154 | | | | 2,502 | | | | 18,029 | | | | 59.95 | | | | 627,084 | | | S. H. Muse | | | 12/06/10 | | | | 147,070 | | | | 294,140 | | | | 588,280 | | | | 1,154 | | | | 2,308 | | | | 4,616 | | | | 1,877 | | | | 13,522 | | | | 59.95 | | | | 470,366 | | | W. T. Tolley | | | 12/06/10 | | | | 125,510 | | | | 251,020 | | | | 502,040 | | | | 1,218 | | | | 2,436 | | | | 4,872 | | | | 1,981 | | | | 14,273 | | | | 59.95 | | | | 496,461 | |
The following table presents information concerning plan-based awards granted in 2013 to the named executive officers under the Company’s Incentive Award Plan, Senior Plan and Equity Plan. All stock awards are payable in shares of the Company’s Class B Common Stock. | | | | | | | Est. Future Payouts Under | | Est. Future Payouts Under | | All Other | | All Other | | | | Grant | | | | | | | | Non-Equity Incentive Plan | | Equity Incentive Plan | | Stock | | Option | | Exercise | | Date Fair | | | | | | | | Awards(1) | | Awards(2) | | Awards: | | Awards: | | or Base | | Value of | | | | | | | | | | | | | | | | | | | | Number | | Number of | | Price of | | Stock and | | | | Type | | | | | | | | | | | | | | | | of Shares | | Securities | | Option | | Option | | | | of | | Grant | | Threshold | | Target | | Max | | Threshold | | Target | | Max | | of Stock | | Underlying | | Awards(4) | | Awards(5) | | Name | | Award | | Date | | ($) | | ($) | | ($) | | (#) | | (#) | | (#) | | or Units(3) | | Options(3) | | ($/Sh) | | ($) | | D. G. Nord | | STI | | | | 450,000 | | 900,000 | | 1,800,000 | | – | | – | | – | | – | | – | | – | | – | | | | LTI | | 12/10/13 | | – | | – | | – | | 4,973 | | 9,945 | | 19,890 | | 8,344 | | 60,837 | | 107.865 | | 3,696,398 | | W. R. Sperry | | STI | | | | 154,735 | | 309,470 | | 618,940 | | – | | – | | – | | – | | – | | – | | – | | | | LTI | | 12/10/13 | | – | | – | | – | | 1,243 | | 2,486 | | 4,972 | | 2,086 | | 15,209 | | 107.865 | | 924,060 | | G. N. Amato | | STI | | | | 175,070 | | 350,140 | | 700,280 | | – | | – | | – | | – | | – | | – | | – | | | | LTI | | 12/10/13 | | – | | – | | – | | 1,243 | | 2,486 | | 4,972 | | 2,086 | | 15,209 | | 107.865 | | 924,060 | | W. T. Tolley | | STI | | | | 154,490 | | 308,980 | | 617,960 | | – | | – | | – | | – | | – | | – | | – | | | | LTI | | 12/10/13 | | – | | – | | – | | 898 | | 1,796 | | 3,592 | | 1,507 | | 10,984 | | 107.865 | | 667,491 | | S. H. Muse | | STI | | | | 157,570 | | 315,140 | | 630,280 | | – | | – | | – | | – | | – | | – | | – | | | | LTI | | 12/10/13 | | – | | – | | – | | 760 | | 1,519 | | 3,038 | | 1,275 | | 9,295 | | 107.865 | | 564,714 |
| | | | (1) | The amounts reported in theEstimated Future Payouts Under Non-Equity Incentive Plan Awardscolumns reflect the target, threshold and maximum short-term incentive award opportunity for each of the named executive officers under the Company’s Incentive Award Plan and Senior Plan. The named executive officers are eligible for a payout within the threshold and maximum range depending upon several performance factors such as earnings per share, operating profit improvement and strategic objectives. See the “Short-Term Incentive Compensation” section on page 31. | | (2) | MeanThe amounts reported in theEstimated Future Payouts Under Equity Incentive Plan Awardscolumns reflect the target number of performance shares awarded to the named executive officers under the Equity Plan on December 10, 2013, and the threshold and maximum number of performance shares that may be earned. Performance shares are earned based on the Company’s total return to shareholders at the end of a three-year performance period compared to that of other companies in the Standard & Poor’s Mid-Cap 400 Index. See the “Performance Share Awards” section on page 35. | | (3) | The amounts reported in theAll Other Stock Awards and All Other Option Awardscolumns reflect the number of PBRS and SARs, respectively, awarded to each of the named executive officers under the Equity Plan on December 10, 2013 SARs are subject to vesting in three equal annual installments on the anniversary of the grant date. PBRS vests in three equal annual installments based upon the Company’s performance with respect to certain pre-established performance criteria as measured on December 31, 2014, 2015 and 2016. Upon “Retirement”, as defined on page 41, PBRS remains eligible to vest subject to the Company performance with respect to said criteria as measured on each December 31 of the performance period. SARs and PBRS become fully vested upon death, disability or a change in control. | | (4) | The amount reported in theExercise or Base Price of Option Awardscolumn reflects the mean between the high and low trading prices of the Company’s Class B Common Stock on the trading day immediately preceding the date of grant, which is the fair market value of the Class B Common Stock determinedas defined under the terms of the 2005 Incentive Award Plan, as amended and restated.Equity Plan. | | (2)(5) | | RepresentsThe amounts reported in theGrant Date Fair Value of Stock and Option Awardscolumn reflect the aggregate fair value of restricted stockthe PBRS, SAR and performance share awards granted to each named executive officer on the grant date, December 6, 2010, based upon the fair value of such shares10, 2013 as determined under FASB ASC Topic 718. The determination of fair values for these awards is718 and disclosed in the Stock-Based Compensation note within the Notes to the Consolidated Financial Statements in the Company’s 20102014 Annual Report onForm 10-K filed with the SEC on February 16, 2011. Mr. Powers — $574,980, Mr. Nord — $162,524, Mr. Amato — $149,995, Mr. Muse — $112,526 and Mr. Tolley — $118,761. |
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| | | (3) | | Amounts shown represent the18, 2014. For performance shares, fair value of performance shares on the grant date, December 6, 2010, based upon the fair value of such shares as computed in accordance with FASB ASC Topic 718. The determination of fair values for these awards is based upon the probable outcome of the meeting of the performance goals related to total shareholder returns described on page 25return at a target award of 100% and the assumptions set forthdisclosed in Note 17 to the Consolidated Financial Statements for 2010 contained in the Company’s 20102014 Annual Report onForm 10-K filed with the SEC on February 16, 2011. Mr. Powers — $944,978, Mr. Nord — $267,087, Mr. Amato — $246,498, Mr. Muse — $184,894 and Mr. Tolley — $195,148. | | (4) | | Represents the10-K. The fair value of SARs on the grant date, December 6, 2010, based upon the fair value of such stock appreciation rights as determined under FASB ASC Topic 718. The determination of fair values for these awardseach award type is disclosedshown in the Stock-Based Compensation note within the Notestable below: |
| | | | | | | | | | | | | Fair Values | | | | PBRS | | SARs | | Performance Shares | | Total | | Name | | ($) | | ($) | | ($) | | ($) | | D. G. Nord | | 900,026 | | 1,500,240 | | 1,296,132 | | 3,696,398 | | W. R. Sperry | | 225,006 | | 375,054 | | 324,000 | | 924,060 | | G. N. Amato | | 225,006 | | 375,054 | | 324,000 | | 924,060 | | W. T. Tolley | | 162,553 | | 270,865 | | 234,073 | | 667,491 | | S. H. Muse | | 137,528 | | 229,215 | | 197,971 | | 564,714 |
HUBBELL INCORPORATED-Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 40 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards TableEquity Award Plan Vesting Provisions
See the CD&A above for a complete description of the compensation plans pursuant to which the amounts listed under the Summary Compensation Table and Grants of Plan-Based Awards Table were paid or awarded and the criteria for such payment.
Salary. The values set forth in the table reflect salary paid in 2010.
Short-Term Incentive Compensation (Non-Equity). The calculation of short-term incentive amounts in the Summary Compensation Table and the target, minimum and maximum amounts set forth in the Grants of Plan-Based Awards Table are based upon the salary of the named executive officers at December 31, 2010.
Long-Term Incentive Compensation (Equity). SARs and restricted stock vest in three equal annual installments on the anniversary of the grant date based on continued service, and fully vest upon death, disability or a change in control. SARs generally have a term of and will expire on the tenth anniversary of their grant date. However, SARs will expire 90 days following termination of employment for reasons other than death or retirement. Upon death, vested SARs remain exercisable for one year. Upon disability, vested SARs are exercisable until the earlier of one year following termination of employment if death occurs within 90 days of termination of employment, or the tenth anniversary of the grant date.
Performance shares are payable at target level if the participant dies, becomes disabled or there is a change in control prior to the expiration of the three-year performance period. The following table summarizesdescribes the vesting provisions and exercise periods of each unvestedof the equity awardincentive awards granted to the named executive officers in 2013 or outstanding from prior grants under the eventscenarios shown. For each of termination due to deaththese awards, “Retirement” shall mean that the named executive officer has terminated employment with the Company, is minimum age 55 and the executive’s age plus years of service with the Company equals or disability: | | | | | | Involuntary Termination | | | | | | | | | | | | Vesting and Exercise Period for Unvested Equity Awards Upon: | Award Type
(without cause) / Voluntary | | | Death | | | Award Type | | Normal Course | | Termination | | Retirement | | Death / Disability | PerformanceRestricted Stock(1) | | | VestingVests in three equal annual installments on the anniversary of the grant date | | Unvested shares forfeited | | Unvested shares fully vest | | Unvested shares fully vest | | PBRS | | Vests in one-third increments subject to the Company’s EBITDA performance as a percentage of Company net sales for the preceding 12 months being greater than 10%, as measured on each December 31 of the performance period | | Unvested PBRS forfeited | | Unvested PBRS remain outstanding and eligible to vest in accordance with the vesting schedule and conditions described under “Normal Course” | | | Unvested PBRS fully vest | | Performance Shares | | | Exercise Period | | | Not Applicable | | | | | | | | | | | Restricted | | | Vesting | Vests subject to the Company’s total shareholder return performance compared to the S&P Mid-Cap 400 at the end of a three-year period | | Unvested performance shares forfeited | | Eligible for pro-rata portion of shares that the executive would have earned at the end of the performance period had the executive not retired | | Target number of shares fully vest | | SARs | | | | | | | | | | Shares | | | Exercise Period | | | Not Applicable | | | | | | | | | | | SARs and | | | Vesting | | | Unvested shares fully vest | | | | | | | | | | | Stock Options
| | | | | | | | | | | | | Exercise Period | | | Earlier of (i) 1 year following termination by reason of death, or (ii)Vests in three equal annual installments on the 10th anniversary of the grant date | | Unvested SARs forfeited.Vested SARs are exercisablefor the earlier of 90 days afterthe termination date or the10thanniversary of the grantdate. | Earlier | Unvested SARs continue tovest in the normal course.Vested SARs are exercisableuntil 10thanniversary of (i) 1 year following terminationgrantdate. | | Unvested SARs fully vest.Upon death (or if death occurstheNEO dies within 90 daysdaysof termination of thereof,servicedue to disability) SARs areexercisable for earlier of1 year after death or (ii) the 10th 10thanniversary of thegrant date following terminationdate. |
| (1) | No restricted stock awards were granted to the NEO’s in 2013 but remain outstanding from grants in prior years. | | | | | | | |
HUBBELL INCORPORATED-Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 41 The vesting and exercise periods for all restricted stock, SARs, stock options, and performance share awards upon retirement or a change in control, as applicable, are discussed under the section entitled “LTI Plans” on page 42.
32
Perquisites
In addition to participation in other employee benefit plans that are generally applicable to all employees, named executive officers are eligible for the following perquisites:
| Back to Contents | | | | • | Personal travel on the Company aircraft | | | • | Use of a Company automobile | | | • | Financial planning and tax preparation services | | | • | Country club membership (eliminated effective January 1, 2011) | | | • | Participation in the Key Man Supplemental Medical Plan which provides medical, dental and vision coverage to the participant and his spouse while employed by the Company up to $15,000 annually ($150,000 maximum), and upon retirement up to $15,000 annually ($150,000 maximum). This is a closed plan that no longer accepts new participants. Currently, Mr. Powers is the only named executive officer who participates in this plan. |
Outstanding Equity Awards at Fiscal Year End The following table provides information on all restricted stock, PBRS, SAR stock option, and performance share awards held by the named executive officers of the Company and the value of such holdings measured as of December 31, 2010.2013. All outstanding equity awards are in shares of the Company’s Class B Common Stock. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | | | | | | | | | | | | | | | | | Equity Incentive
| | | | | | | | | | | | | | | | | | Plan Awards:
| | | | | | | | | | | | | | | | Equity Incentive
| | Market or Payout
| | | | | | | | | | | | | | | | Plan Awards:
| | Value of
| | | | | | | | | | | | No. of
| | Market
| | No. of Unearned
| | Unearned
| | | | No. of
| | No. of
| | | | | | Shares or
| | Value of
| | Shares, Units,
| | Shares, Units
| | | | Securities
| | Securities
| | | | | | Units of
| | Shares or
| | or other
| | or other
| | | | Underlying
| | Underlying
| | Option
| | | | Stock that
| | Units that
| | Rights that
| | Rights that
| | | | Unexercised
| | Unexercised
| | Exercise
| | Option
| | have not
| | have not
| | have not
| | have not
| | | | Options (#)
| | Options (#)
| | Price
| | Expiration
| | Vested
| | Vested
| | Vested
| | Vested
| Name | | Exercisable | | Unexercisable | | ($)(1) | | Date | | (#)(2) | | ($)(3) | | (#)(4) | | ($)(5) | | | | T. H. Powers | | | 60,391 | | | | 0 | | | | 44.31 | | | | 11/30/13 | | | | 22,840 | | | $ | 1,373,369 | | | | 45,119 | | | $ | 2,713,005 | | | | | | 190,000 | | | | 0 | | | | 47.95 | | | | 12/05/14 | | | | | | | | | | | | | | | | | | | | | | 100,319 | | | | 0 | | | | 49.755 | | | | 12/05/15 | | | | | | | | | | | | | | | | | | | | | | 91,763 | | | | 0 | | | | 52.85 | | | | 12/04/16 | | | | | | | | | | | | | | | | | | | | | | 85,084 | | | | 0 | | | | 54.56 | | | | 12/03/17 | | | | | | | | | | | | | | | | | | | | | | 108,786 | | | | 54,392 | | | | 29.275 | | | | 12/01/18 | | | | | | | | | | | | | | | | | | | | | | 26,255 | | | | 52,512 | | | | 46.96 | | | | 12/07/19 | | | | | | | | | | | | | | | | | | | | | | 0 | | | | 69,111 | | | | 59.95 | | | | 12/06/20 | | | | | | | | | | | | | | | | | | | D. G. Nord | | | 26,400 | | | | 0 | | | | 49.755 | | | | 12/05/15 | | | | 6,320 | | | | 380,021 | | | | 12,340 | | | | 742,004 | | | | | | 23,767 | | | | 0 | | | | 52.85 | | | | 12/04/16 | | | | | | | | | | | | | | | | | | | | | | 22,620 | | | | 0 | | | | 54.56 | | | | 12/03/17 | | | | | | | | | | | | | | | | | | | | | | 28,807 | | | | 14,403 | | | | 29.275 | | | | 12/01/18 | | | | | | | | | | | | | | | | | | | | | | 7,311 | | | | 14,622 | | | | 46.96 | | | | 12/07/19 | | | | | | | | | | | | | | | | | | | | | | 0 | | | | 19,531 | | | | 59.95 | | | | 12/06/20 | | | | | | | | | | | | | | | | | | | G. N. Amato | | | 13,200 | | | | 0 | | | | 49.755 | | | | 12/05/15 | | | | 5,164 | | | | 310,511 | | | | 9,576 | | | | 575,805 | | | | | | 12,847 | | | | 0 | | | | 52.85 | | | | 12/04/16 | | | | | | | | | | | | | | | | | | | | | | 14,527 | | | | 0 | | | | 54.56 | | | | 12/03/17 | | | | | | | | | | | | | | | | | | | | | | 19,598 | | | | 9,799 | | | | 29.275 | | | | 12/01/18 | | | | | | | | | | | | | | | | | | | | | | 5,707 | | | | 11,416 | | | | 46.96 | | | | 12/07/19 | | | | | | | | | | | | | | | | | | | | | | 0 | | | | 18,029 | | | | 59.95 | | | | 12/06/20 | | | | | | | | | | | | | | | | | | | S. H. Muse | | | 45,000 | | | | 0 | | | | 47.95 | | | | 12/05/14 | | | | 4,614 | | | | 277,440 | | | | 9,288 | | | | 558,488 | | | | | | 26,400 | | | | 0 | | | | 49.755 | | | | 12/05/15 | | | | | | | | | | | | | | | | | | | | | | 23,767 | | | | 0 | | | | 52.85 | | | | 12/04/16 | | | | | | | | | | | | | | | | | | | | | | 18,677 | | | | 0 | | | | 54.56 | | | | 12/03/17 | | | | | | | | | | | | | | | | | | | | | | 11,806 | | | | 11,806 | | | | 29.275 | | | | 12/01/18 | | | | | | | | | | | | | | | | | | | | | | 5,200 | | | | 10,401 | | | | 46.96 | | | | 12/07/19 | | | | | | | | | | | | | | | | | | | | | | 0 | | | | 13,522 | | | | 59.95 | | | | 12/06/20 | | | | | | | | | | | | | | | | | | | W. T. Tolley | | | 45,000 | | | | 0 | | | | 44.310 | | | | 11/30/13 | | | | 4,196 | | | | 252,306 | | | | 7,844 | | | | 471,660 | | | | | | 8,448 | | | | 0 | | | | 49.755 | | | | 12/05/15 | | | | | | | | | | | | | | | | | | | | | | 7,570 | | | | 0 | | | | 52.850 | | | | 12/04/16 | | | | | | | | | | | | | | | | | | | | | | 12,451 | | | | 0 | | | | 54.560 | | | | 12/03/17 | | | | | | | | | | | | | | | | | | | | | | 16,292 | | | | 8,147 | | | | 29.275 | | | | 12/01/18 | | | | | | | | | | | | | | | | | | | | | | 4,756 | | | | 9,513 | | | | 46.960 | | | | 12/07/19 | | | | | | | | | | | | | | | | | | | | | | 0 | | | | 14,273 | | | | 59.95 | | | | 12/06/20 | | | | | | | | | | | | | | | | | |
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| | | | | Option Awards(1) | | | | | | Stock Awards(2) | | | | | | | | | | | | | | No. of | | Market | | Equity Incentive | | Equity Incentive | | | | | | No. of | | No. of | | | | | | Shares or | | Value of | | Plan Awards: | | Plan Awards: Market | | | | | | Securities | | Securities | | | | | | Units of | | Shares or | | No. of Unearned | | or Payout Value of | | | | | | Underlying | | Underlying | | | | | | Stock that | | Units that | | Shares, Units, or | | Unearned Shares | | | | | | Unexercised | | Unexercised | | Option | | Option | | have not | | have not | | other Rights that | | Units or other Rights | | | | Grant | | Options (#) | | Options (#) | | Exercise | | Expiration | | Vested | | Vested | | have not Vested | | that have not Vested | | Name | | Date | | Exercisable | | Unexercisable | | Price ($) | | Date | | (#) | | ($)(3) | | (#)(4) | | ($)(5) | | D. G. Nord | | 12/1/08 | | 21,210 | | – | | 29.275 | | 12/1/18 | | 20,606 | | 2,243,993 | | 22,527 | | 2,453,190 | | | | 12/7/09 | | 21,933 | | – | | 46.96 | | 12/7/19 | | | | | | | | | | | | 12/6/10 | | 19,531 | | – | | 59.95 | | 12/6/20 | | | | | | | | | | | | 12/5/11 | | 15,098 | | 7,549 | | 64.48 | | 12/5/21 | | | | | | | | | | | | 6/6/12 | | 9,303 | | 18,607 | | 76.015 | | 6/6/22 | | | | | | | | | | | | 12/4/12 | | 15,856 | | 31,713 | | 83.725 | | 12/4/22 | | | | | | | | | | | | 12/10/13 | | – | | 60,837 | | 107.865 | | 12/10/23 | | | | | | | | | | W. R. Sperry | | 12/6/10 | | 9,766 | | – | | 59.95 | | 12/6/20 | | 6,165 | | 671,369 | | 6,773 | | 737,580 | | | | 12/5/11 | | 8,136 | | 4,069 | | 64.48 | | 12/5/21 | | | | | | | | | | | | 6/6/12 | | 3,344 | | 6,689 | | 76.015 | | 6/6/22 | | | | | | | | | | | | 12/4/12 | | 3,964 | | 7,928 | | 83.725 | | 12/4/22 | | | | | | | | | | | | 12/10/13 | | – | | 15,209 | | 107.865 | | 12/10/23 | | | | | | | | | | G. N. Amato | | 12/6/10 | | 6,010 | | – | | 59.95 | | 12/6/20 | | 4,649 | | 506,276 | | 8,910 | | 970,299 | | | | 12/5/11 | | 6,781 | | 6,781 | | 64.48 | | 12/5/21 | | | | | | | | | | | | 12/4/12 | | 5,285 | | 10,571 | | 83.725 | | 12/4/22 | | | | | | | | | | | | 12/10/13 | | – | | 15,209 | | 107.865 | | 12/10/23 | | | | | | | | | | W. T. Tolley | | 12/7/09 | | 14,269 | | – | | 46.96 | | 12/7/19 | | 3,537 | | 385,179 | | 6,899 | | 751,301 | | | | 12/6/10 | | 14,273 | | – | | 59.95 | | 12/6/20 | | | | | | | | | | | | 12/5/11 | | 10,849 | | 5,425 | | 64.48 | | 12/5/21 | | | | | | | | | | | | 12/4/12 | | 4,162 | | 8,325 | | 83.725 | | 12/4/22 | | | | | | | | | | | | 12/10/13 | | – | | 10,984 | | 107.865 | | 12/10/23 | | | | | | | | | | S. H. Muse | | 12/5/05 | | 26,400 | | – | | 49.755 | | 12/5/15 | | 2,968 | | 323,215 | | 5,772 | | 628,571 | | | | 12/4/06 | | 23,767 | | – | | 52.85 | | 12/4/16 | | | | | | | | | | | | 12/3/07 | | 18,677 | | – | | 54.56 | | 12/3/17 | | | | | | | | | | | | 12/1/08 | | 23,612 | | – | | 29.275 | | 12/1/18 | | | | | | | | | | | | 12/7/09 | | 15,601 | | – | | 46.96 | | 12/7/19 | | | | | | | | | | | | 12/6/10 | | 13,522 | | – | | 59.95 | | 12/6/20 | | | | | | | | | | | | 12/5/11 | | 9,040 | | 4,521 | | 64.48 | | 12/5/21 | | | | | | | | | | | | 12/4/12 | | 3,468 | | 6,938 | | 83.725 | | 12/4/22 | | | | | | | | | | | | 12/10/13 | | – | | 9,295 | | 107.865 | | 12/10/23 | | | | | | | | |
| | | | (1) | | Options to acquire shares of Class B Common Stock of the CompanyTheOption Awardscolumn reflects SARs that were granted at the fair market value of the Class B Common Stockto each named executive officer on the date of grant as set forth under the Company’s Option Plan. Options vest in one-third increments on each anniversary of the date of grant or immediately in the event of a change in control, as defined in the Option Plan. Options were granted on December 1, 2003 and December 6, 2004.dates shown. SARs were granted on and after December 5, 2005 under the Company’s 2005 Incentive Award Plan, as amended and restated, and entitle the recipient to receive once vested the value in shares of the Company’s Class B Common Stock equal to the positive difference between the base price and the fair market value of a share of Class B Common Stock upon exercise. One-third of theGenerally, SARs vest and become exercisable each yearin three equal installments on the anniversaryeach of the datefirst three anniversaries of grant. SARs fully vest upon a change in control, or termination of employment by reason of death or disability. SARs were grantedthe grant date. See the “Equity Award Plan Vesting Provisions” section on December 5, 2005, December 4, 2006, December 3, 2007, December 1, 2008, December 7, 2009 and December 6, 2010. | | page 41. | | (2) | | RepresentsTheStock Awardscolumn reflects restricted stock granted on the following dates each of which vestsvest in three equal installments (i) subject to the Company meeting certain pre-established performance goals as measured on December 31, 2014, 2015 and 2016 (12/10/13 grant); and (ii) on the anniversary of the grant date with full vesting(12/04/12, 06/06/12 and 12/05/11 grants). See the “Equity Award Plan Vesting Provisions” section on a change in control, death or disability. Unvested shares are forfeited upon termination of employment.page 41. |
HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 42 | | | | | | | | | Number of Shares or Units of | | | | | | Number of Shares or
Stock That Have Not Vested | | | | | Units of Stock That
| Name | | Award Grant Date | | Have Not Vested (#) | | T. H. Powers | | | 12/06/10 | | | | 9,591 | | | | | 12/07/09 | | | | 7,347 | | | | | 12/01/08 | | | | 5,902 | | | D. G. Nord | | | 12/06/1010/13 | | | | 2,711 | 8,344 | | | | | 12/07/0904/12 | | | | 2,046 | 4,778 | | | | 06/06/12 | 12/01/08 | 6,405 | | | | | 1,56312/05/11 | | 1,079 | | W. R. Sperry | | 12/10/13 | | 2,086 | | | 12/04/12 | | 1,195 | | | 06/06/12 | | 2,302 | | | 12/05/11 | | 582 | | G. N. Amato | | | 12/06/1010/13 | | | | 2,502 | 2,086 | | | | | 12/07/0904/12 | | | | 1,598 | 1,593 | | | | 12/05/11 | | 970 | | W. T. Tolley | | 12/01/0810/13 | | 1,507 | | | | | 1,06412/04/12 | | 1,254 | | | 12/05/11 | | 776 | | S. H. Muse | | | 12/06/1010/13 | | | | 1,877 | 1,275 | | | | | 12/07/0904/12 | | | | 1,456 | 1,046 | | | | | 12/01/0805/11 | | | | 1,281 | | W. T. Tolley | | | 12/06/10 | | | | 1,981 | | | | | 12/07/09 | | | | 1,331 | | | | | 12/01/08 | | | | 884 | 647 |
| | | | (3) | | The restricted share market value was determinedMarket Value of Shares or Units that have not Vestedis based onupon the closing market price of the Company’s Class B Common Stock on December 31, 2010, the last business day2013 of 2010, of $60.13. |
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| | $108.90. | | (4) | | RepresentsTheEquity Incentive Plan Awardscolumn reflects performance shares granted on the following dates, for the stated performance periods thenoted. The actual payout of whichshares is based upon the satisfaction of performance criteria related to the Company’s total return to shareholders as compared to the total return to shareholders for companies which comprisein the Standard & Poor’s Mid-Cap 400 Index, more specifically described under the section entitled “Long-Term Incentive Compensation (Equity)” beginning on page 24.Index: |
| | | | | | | | | | | | | Number of Shares or Units of | | | | | | | | Number of Shares or
Stock That Have Not Vested | | | | | | | Units of Stock That
| Name | | Award Grant Date | | Performance Period | | Have Not Vested (#) | | T. H. Powers | | | 12/06/10 | | | | 01/01/11 - 12/31/13 | | | | 11,796 | | | | | 12/07/09 | | | | 01/01/10 - 12/31/12 | | | | 13,309 | | | | | 12/01/08 | | | | 01/01/09 - 12/31/11 | | | | 20,014 | | | D. G. Nord | | | 12/06/10 | | 10/13 | | 01/01/11 -14 – 12/31/1316 | | | | 3,334 | 9,945 | | | | | 12/07/09 | | 04/12 | | 01/01/10 -13 – 12/31/1215 | | | | 3,706 | 8,634 | | | | 12/05/11 | | 01/01/12 – 12/31/14 | | 3,948 | | W. R. Sperry | | 12/10/13 | | 01/0801/14 – 12/31/16 | | 2,486 | | | | 12/04/12 | | 01/01/09 -13 – 12/31/1115 | | 2,159 | | | | | 5,30012/05/11 | | 01/01/12 – 12/31/14 | | 2,128 | | G. N. Amato | | | 12/06/10 | | 10/13 | | 01/01/11 -14 – 12/31/1316 | | | | 3,077 | 2,486 | | | | | 12/07/09 | | 04/12 | | 01/01/10 -13 – 12/31/1215 | | | | 2,893 | 2,878 | | | | 12/05/11 | | 01/01/12 – 12/31/14 | | 3,546 | | W. T. Tolley | | 12/10/13 | | 01/0801/14 – 12/31/16 | | 1,796 | | | | 12/04/12 | | 01/01/09 -13 – 12/31/1115 | | 2,266 | | | | | 3,60612/05/11 | | 01/01/12 – 12/31/14 | | 2,837 | | S. H. Muse | | | 12/06/10 | | 10/13 | | 01/01/11 -14 – 12/31/1316 | | | | 2,308 | 1,519 | | | | | 12/07/09 | | 04/12 | | 01/01/10 -13 – 12/31/1215 | | | | 2,636 | 1,889 | | | | | 12/01/08 | | 05/11 | | 01/01/09 -12 – 12/31/1114 | | | | 4,344 | | W. T. Tolley | | | 12/06/10 | | | | 01/01/11 - 12/31/13 | | | | 2,436 | | | | | 12/07/09 | | | | 01/01/10 - 12/31/12 | | | | 2,411 | | | | | 12/01/08 | | | | 01/01/09 - 12/31/11 | | | | 2,997 | 2,364 |
| | | | (5) | | The marketMarket or payout valuePayout Value of the unearned shares Unearned Shares that have not Vestedis based upon the closing market price of the Company’s Class B Common Stock on December 31, 2010, the last business day2013, of 2010, of $60.13.$108.90. |
HUBBELL INCORPORATED-Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 43 Option Exercises and Stock Vested During Fiscal Year 20102013 The following table provides information on the number of shares acquired and the value realized by the named executive officers during fiscal year 20102013 on the exercise of SARs, and stock options, and on the vesting of restricted stock. All SAR and stock option exercises are in shares of the Company’s Class B Common Stock. | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | | | No. of
| | | | No. of
| | | | | | Shares Acquired
| | Value Realized
| | Shares Acquired
| | Value Realized
| | | | on Exercise
| | Upon Exercise
| | on Vesting
| | Upon Vesting
| Name | | (#) | | ($)(1) | | (#) | | ($) | | | | T. H. Powers | | | 429,609 | | | | 7,625,612 | | | | 13,269 | | | | 789,664(2 | ) | | | | | | | | | | | | | 13,322 | | | | 867,928(3 | ) | | D. G. Nord | | | 0 | | | | 0 | | | | 3,568 | | | | 212,366(2 | ) | | | | | | | | | | | | | 3,542 | | | | 230,761(3 | ) | | G. N. Amato | | | 50,000 | | | | 443,550 | | | | 2,492 | | | | 148,342(2 | ) | | | | | | | | | | | | | 2,275 | | | | 148,216(3 | ) | | S. H. Muse | | | 46,806 | | | | 923,129 | | | | 2,819 | | | | 167,738(2 | ) | | | | | | | | | | | | | 2,924 | | | | 190,499(3 | ) | | W. T. Tolley | | | 40,000 | | | | 972,536 | | | | 2,090 | | | | 124,426(2 | ) | | | | | | | | | | | | | 1,949 | | | | 126,977(3 | ) |
| | | Option Awards | | Stock Awards | | | | No. of Shares Acquired | | Value Realized | | No. of Shares | | Value Realized | | | | on Exercise | | Upon Exercise(1) | | Acquired on Vesting | | Upon Vesting | | Name | | (#) | | ($) | | (#) | | ($) | | D. G. Nord | | – | | – | | 7,573 | | 775,749(2) | | | | | | | | 6,668 | | 801,627(3) | | W. R. Sperry | | 31,250 | | 1,922,170 | | 2,782 | | 285,403(2) | | | | | | | | 3,334 | | 400,813(3) | | G. N. Amato | | 18,498 | | 616,039 | | 2,599 | | 277,157(2) | | | | | | | | 6,154 | | 739,834(3) | | W. T. Tolley | | 20,021 | | 1,061,144 | | 2,063 | | 219,996(2) | | | | | | | | 4,872 | | 585,712(3) | | S. H. Muse | | – | | – | | 1,794 | | 191,393(2) | | | | | | | | 4,616 | | 554,936(3) |
| | | | (1) | | The value realized reflectsamounts reported in theValue Realized Upon Exercisecolumn reflect the difference between the exercisebase price of the SAR or stock option and the market price of the Company’s Class B CommonStock aton the timedate of exercise. | | | (2) | | The value realized uponamounts reported in the vestingStock Awards - Value Realized Upon Vestingcolumn reflect the number of shares of restricted stock is calculated based onacquired upon vesting multiplied by theclosing market price of the Company’s Class B Common Stock on the following vesting dates: December 7, 2010 — $60.00, December 3, 2010 — $60.34,4, 2013 and December 1, 20105, 2013 — $58.69. |
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| | $106.12, December 6, 2013 — $107.74,June 6, 2013 — $96.95, and September 11, 2013 — $103.95. | | (3) | | The value realized uponamounts reported in the vestingStock Awards - Value Realized Upon Vestingcolumn reflect the number of performance shares is calculated based onearned multiplied by the closing market price of theCompany’s Class B Common Stock on February 10, 2011,13, 2014, $120.22, the date the delivery of the performance shares werewas approved, for the performance period ending December 31, 2010.2013. |
HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement 44 Retirement Plans Pension Benefits in Fiscal Year 2013 The following table provides information related toon the potentialretirement benefits payable to eachfor the named executive officerofficers under the Company’s BasicDB Plan and ContributionDC Plan (tax qualified retirement plans) and the DB Restoration Plan, DC Restoration Plan, Management Plan and Executive Plan (each of its supplemental non-qualified retirement(non-qualified plans, collectively, “Supplemental Plans”), in which are unfunded. Pension Benefits in Fiscal Year 2010
| | | | | | | | | | | | | | | | | | | | | | | | | Payments
| | | | | | No. of
| | Present Value
| | During
| | | | | | Years Credited
| | of Accumulated
| | the Last
| | | | | | Service
| | Benefit
| | Fiscal Year
| Name | | Plan Name | | (#) | | ($)(1) | | ($) | | | | T. H. Powers | | Basic Plan | | | 12.25 | | | | 388,929 | | | | 0 | | | | | Restoration Plan | | | 12.25 | | | | 3,742,603 | | | | 0 | | | | | Executive Plan | | | 10.00 | | | | 14,104,560 | | | | 0 | | | D. G. Nord | | Contribution Plan | | | 5.25 | | | | 46,230 | | | | 0 | | | | | Executive Plan | | | 5.25 | | | | 2,141,965 | | | | 0 | | | G. N. Amato | | Basic Plan | | | 22.67 | | | | 714,773 | | | | 0 | | | | | Restoration Plan | | | 22.67 | | | | 1,477,126 | | | | 0 | | | | | Management Plan | | | 3.25 | | | | 368,404 | | | | 0 | | | S. H. Muse | | Basic Plan | | | 17.25 | | | | 303,139 | | | | 0 | | | | | Restoration Plan | | | 17.25 | | | | 647,479 | | | | 0 | | | | | Executive Plan | | | 8.00 | | | | 1,926,414 | | | | 0 | | | W. T. Tolley | | Basic Plan | | | 8.83 | | | | 159,184 | | | | 0 | | | | | Restoration Plan | | | 8.83 | | | | 244,202 | | | | 0 | | | | | Management Plan | | | 3.25 | | | | 227,730 | | | | 0 | |
| | | | | No. of Years | | Present Value of | | Payments During the | | | | | | Credited Service | | Accumulated Benefit | | Last Fiscal Year | | Name | | Plan Name | | (#) | | ($) | | ($) | | D. G. Nord | | DC Plan | | 8.25 | | 89,746 | | – | | | | DC Restoration Plan | | 8.25 | | 227,594 | | – | | | | Executive Plan | | 8.25 | | 5,669,533 | | – | | W. R. Sperry | | DC Plan | | 5.33 | | 86,109 | | – | | | | DC Restoration Plan | | 5.33 | | 92,322 | | – | | G. N. Amato | | DB Plan | | 25.67 | | 1,001,648 | | – | | | | DB Restoration Plan | | 25.67 | | 3,206,259 | | – | | | | Management Plan | | 6.25 | | 999,198 | | – | | W. T. Tolley | | DB Plan | | 11.83 | | 274,667 | | – | | | | DB Restoration Plan | | 11.83 | | 693,825 | | – | | | | Management Plan | | 6.25 | | 598,283 | | – | | S. H. Muse | | DB Plan | | 20.25 | | 462,592 | | – | | | | DB Restoration Plan | | 20.25 | | 1,005,026 | | – | | | | Executive Plan | | 10 | | 3,794,919 | | – |
| | | | (1) | | For the BasicDB Plan and Supplemental Plans, the present value of accrued benefits at December 31, 20102013 are determined based on the Pension Protection Act 20112013 Optional Combined mortality tables (gender distinct), using a discount rate of 5.40%5.10%. Participants are assumed to retire at age 62.62 or current age, if later. |
Narrative Disclosure to Pension Benefits Table Messrs. Powers and Muse are eligible to earn pension benefits under the Basic Plan, Restoration Plan and Executive Plan. Mr. Nord is eligible to earn pension benefits under the Contribution Plan and the Executive Plan. Messrs. Tolley and Amato are eligible to earn pension benefits under the Basic Plan, Restoration Plan and Management Plan. Benefit CalculationsThe following paragraphs describe the manner in which benefits are calculated under each of the Company’s retirement plans: Basic Plan, ContributionDB Plan and Restoration Plan The BasicDB Plan provides for participation by all regular full-time salaried employees who were employed by covered Company businesses on December 31, 2003. The annual benefits under the BasicDB Plan upon normal retirement (age 65) are calculated under the following two formulas in which Final Average Compensation refers to the average of the executive’s highest three consecutive earnings (base salary and short-term incentives) in the last ten years: For participants age 50 with 10 years of service at January 1, 2004 (“Grandfathered Participants”):  For all other participants hired before January 1, 2004, the formula is as follows:  HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement45 | | | | | • | For participants age 50 with 10 years of service at January 1, 2004 (“Grandfathered Participants”): |
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| Back to Contents | | | | • | For all other participants hired before January 1, 2004, the formula is as follows: |
Grandfathered Participants will have benefits earned after 2003 calculated under whichever of the above two formulas produces a higher benefit. Early retirement (age 55 and at least 10 years of service) benefits are calculated under the same formula as normal retirement benefits, but reduced by 0.6% (0.3% for Grandfathered Participants) for each month by which the executive’s early retirement is after age 60, but before age 65, and 0.3% (0.5% for Grandfathered Participants) for each month by which the executive’s early retirement precedes age 60. Lump sum payments cannot be elected under the Basic Plan. Benefits under the Restoration Plan are calculated in the same manner as benefits under the Basic Plan, but without regard to any limits on compensation or benefit accruals that may apply under the Basic Plan as required by the tax-qualified plan rules. The Contribution Plan is a discretionary profit sharing plan whereby annual contributions are made to the participant’s accounts. The Contribution Plan covers employees hired on or after January 1, 2004. Executive Plan and Management Plan The Executive Plan provides senior managementdesignated executives the opportunity to earn pension benefits supplementing those earned under the Basic Plan and Restoration Plan. Executive Plan benefits upon normal retirement (age 65) are calculated using the following formula in which Final Total Compensation refers to the average of the executive’s highest three earnings (base salary and short-term incentive) over the last ten years:  
Executive Plan benefits upon early retirement (on or after age 55) are calculated under the same formula as normal retirement benefits except that the early retirement benefit is reduced by 0.3% for each month by which the executive’s early retirement precedes age 62, and by an additional 0.2% for each month by which the executive’s early retirement precedes age 60. Executive Plan benefits are payable based on a 50% joint and survivor form of annuity distribution, except that benefits are paid out as a lump sum upon a change in control. Participation in the Executive Plan is at the sole discretion of the Compensation Committee which closed the Plan to new participants in 2007. Benefits under the Management Plan upon normal retirement (age 65) are calculated using the following formula in which Final Total Compensation refers to the average of the executive’s highest three earnings (base salary and short-term incentive) over the last ten years, and benefits may not exceed 60% of Final Total Compensation:  
Management Plan benefits upon early retirement (on or after age 55) are calculated under the same formula as normal retirement benefits except that the early retirement benefit is based upon the executive’s years of service up to the executive’s actual early retirement date reduced by 0.3% for each month by which the executive’s early retirement precedes age 65 and by an additional 0.2% for each month by which the participant’s early retirement precedes age 60. Management Plan benefits are payable based on a life annuity distribution except for benefits are paid out as a lump sum upon a change in control. Married participants also have a death benefit equal to 50% of their
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annuity payable to their spouse for the spouse’s life, in the event that the participant dies. Participation in the Management Plan is at the sole discretion of the Compensation Committee, which closed the Plan to new participants in 2010. Except as otherwise provided, for Executive Plan and Management Plan participants who have entered into Change in Control Severance Agreements with the Company, (discussed below, in the “Potential Post-Employment and Change in Control Payments” section on page 39), no benefit is payable under the Executive Plan or Management Plan if a participant terminates employment prior to age 55 with less than 10 years of service under the Executive Plan (or 5 years of service under the Management Plan), but such participant may be entitled to a benefit under the BasicDB Plan, DC Plan, and DB and DC Restoration Plans. DC Plan and DC Restoration Plan The Company provides a discretionary profit sharing contribution under the DC Plan. Full-time salaried employees hired on or after January 1, 2004 are eligible to receive a discretionary contribution. The contribution is made after year end at the discretion of the Board of Directors. The amount is determined by multiplying the sum of the employee’s base salary and short-term incentive compensation by a certain percentage approved by the Board of Directors, which in recent years has been 4%. There is no guarantee, however, that that percentage will continue in future years. Effective January 1, 2011, the Company adopted the DC Restoration Plan to allow for additional profit sharing and other contributions for those employees whose contributions are limited under the tax-qualified DC Plan due to compensation limits imposed by the IRS. Employees impacted by those limitations receive a contribution under the DC Restoration Plan equal to the same percentage used for the DC Plan multiplied by their compensation in excess of the IRS limits. Since the plan was first adopted on January 1, 2011, a retroactive contribution was made in early 2011 to cover the period from January 1, 2004 through December 31, 2010 for employees impacted by the IRS compensation limits during that period. HUBBELL INCORPORATED-Notice of 2014 Annual Meeting of Shareholders & Proxy Statement46 Non-Qualified Deferred Compensation Executive Deferred Compensation Plan The following table provides information related to the benefits payable to each named executive officer under the Company’s Executive Deferred Compensation Plan (“EDCP”) discussed below. Non-Qualified Deferred Compensation in Fiscal Year 2010
| | | | | | | | | | | | | | | | | | | | | | | | | Executive
| | Registrant
| | Aggregate
| | Aggregate
| | Aggregate
| | | | Contributions
| | Contributions
| | Earnings in
| | Withdrawals/
| | Balance at
| Name | | in 2010 ($)(1) | | in 2010 ($)(2) | | Last FY ($) | | Distributions ($) | | 12/31/10 ($) | | | | T. H. Powers | | | 306,900 | | | | 0 | | | | 122,891 | | | | 0 | | | | 1,143,210 | | | D. G. Nord | | | 166,551 | | | | 0 | | | | 24,756 | | | | 0 | | | | 482,157 | | | G. N. Amato | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | S. H. Muse | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | W. T. Tolley | | | 0 | | | | 0 | | | | 6,770 | | | | 0 | | | | 114,433 | |
| | | (1) | | Messrs. Powers and Nord elected to defer their 2010 short-term incentive awards into the EDCP. Mr. Powers elected to defer 30% and Mr. Nord elected to defer 50% of the amount that is shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 30). These amounts were earned and deferred for services in 2009, but contributed to the EDCP in February 2010. | | (2) | | Although the EDCP allows for a discretionary contribution by the Company, no such contribution was made in 2010. |
Narrative Disclosure to the Non-Qualified Deferred Compensation Table
In 2007, the Company adopted the EDCP as a means of allowing selected individualsenables certain designated executives to defer up to 50% of their annual short-term incentive compensation. Individuals are selected to participate in the EDCP by the Compensation Committee. Elections to defer into the EDCP must be made by December 31 of the year prior to the year in which the short-term incentive award is earned. As a result, elections to defer 2010 short-term incentive compensation were made by December 31, 2009. The Company, in its discretion, may also contribute to the EDCP for participants. Participants are 100% vested in all deferrals which they contribute to the EDCP. If the Company contributes to the EDCP, it may require such contributions to be subject to vesting, or other restrictions as it may determine at that time. Amounts deferred into the EDCP are invested at the discretion of the participant in mutual funds selected by the Compensation Committee.Committee, and all participants are 100% vested in the amounts they elect to defer. The Company is permitted to make discretionary contributions to EDCP participants, and to make contributions subject to vesting conditions or other restrictions. Since the EDCP’s adoption in 2008, however, no discretionary Company contributions have been made.Participants are required to make their deferral elections by December 31 of the year prior to the year in which the short-term incentive award is earned. At thethat time, of deferral, the participantparticipants also electselect the date on which distribution ofthey want their deferrals (any Company contributions) for that year and related earnings are to be distributed. Distributions can be made at anytime while the participant remains an employee (but no sooner than two years after the year for which the deferral is made), or upon separation from service or upon a change in control. Distributions upon separation from service may be made in a lump sum or installments over 5, 10 or 15 years, as elected by the participant at the time of deferral.years. In service distributions and distributions made upon a change in control are made in a lump sum. Participants may also access their accounts under the EDCP in the event of an unforeseen emergency. Non-Qualified Deferred Compensation in Fiscal Year 2013 The following table provides information on the benefits payable to each NEO under the Company’s EDCP and DC Restoration Plan: | | | | | | | Aggregate | | Aggregate | | Aggregate | | | | Executive | | Registrant | | Earnings in Last | | Withdrawals/ | | Balance at | | | | Contributions in 2013 | | Contributions in 2013 | | FY | | Distributions | | 12/31/13 | | Name | | ($) | | ($)(1) | | ($)(2) | | ($) | | ($)(3) | | D. G. Nord | | – | | 32,590 | | 165,577 | | – | | 1,428,864 | | W. R. Sperry | | – | | 16,483 | | 11,465 | | – | | 71,758 | | G. N. Amato | | – | | – | | – | | – | | – | | W. T. Tolley | | – | | – | | 37,972 | | – | | 385,676 | | S. H. Muse | | – | | – | | – | | – | | – |
| (1) | The amount reported in theRegistrant Contributions in 2013column reflects a profit sharing contribution for Mr. Nord and Mr. Sperry under the DC Restoration Plan earned for services in 2012 and contributed in 2013, but does not include an accrued profit sharing contribution of $50,838 for Mr. Nord and $20,564 for Mr. Sperry earned in 2013 to be contributed in 2014 which amounts are included in the All Other Compensation column of the Summary Compensation Table on page 39 for 2013. | | (2) | The amounts reported in theAggregate Earnings in Last FYcolumn include aggregate earnings on the EDCP account balances and the DC Restoration Plan balances in 2013. | | (3) | The amounts reported in theAggregate Balance at 12/31/13column reflect the balances of Mr. Nord and Mr. Tolley in the EDCP and for Mr. Nord also includes his balance in the DC Restoration Plan. For Mr. Sperry, the amount shown reflects his balance in the DC Restoration Plan. |
HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement47
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Potential Post-Employment Compensation ArrangementsThe Company offers post-employment compensation and Changebenefits to the named executive officers under its general Severance Policy (which is also available to senior level employees), Equity Plan, STI Plans, benefit plans and retirement plans, and pursuant to individual change in Control Payments control severance agreements (“CIC Agreements”) that provide compensation and benefits only in the event of a change in control. The table below describes the types of compensation and benefits a named executive officer is eligible for under these plans, policies and agreements based on four termination scenarios –involuntary termination, death, disability, change in control and Retirement. No incremental amounts are payable to the named executive officers upon voluntary termination or termination for cause, therefore, these scenarios are not included in the table.| Scenario | | Severance | | Insurance Benefits | | STI Award | | LTI Award | | Pension Benefits | | Outplacement
Services | InvoluntaryTermination
Benefits paid under Severance Policy, Equity Plan, STI Plans and retirement plans | | 4 weeks base salary continuation for each year of service, 26 weeks minimum and 78 weeks maximum | | Continued medical, dental and life insurance benefits for the salary continuation period | | Pro-rated portion of target short-term incentive award earned through date of termination | | Unvested PBRS, restricted stock, SARs and performance shares forfeited unless NEO meets definition of Retirement | | – | | Up to 12 months following termination. Benefit not exchangeable for cash equivalent. | Death
Benefits paid under the Equity Plan and retirement plans | | – | | – | | – | | Unvested PBRS, restricted stock, SARs and performance shares become fully vested | | – | | – | Disability
Benefits paid under the Equity Plan and retirement plans | | – | | – | | – | | Unvested PBRS, restricted stock, SARs and performance shares become fully vested | | Unreduced immediate pension benefit based upon service projected to age 65 | | – | Change in Control
Benefits paid under CIC Agreements, Equity Plan and benefit plans | | Lump sum of NEO’s base salary times 2.75 for Mr. Nord and 2.5 for the other NEOs | | Continued medical, dental and life insurance benefits under Company benefit plans after termination for 2.75 years for Mr. Nord, and 2.5 years for the other NEOs | | Average short-term incentive awards received by the NEO in the three years preceding the change in control and a pro-rated portion of NEO’s annual STI Target for year in which termination occurs | | Unvested PBRS, restricted stock, SARs and performance shares become fully vested | | A lump-sum cash payment equal to the incremental value of: 2.75 years for Mr. Nord, and 2.5 years for the other NEOs of additional age and service credit under all Supplemental Plans in which the NEO participates | | Up to 12 months following termination at a cost not to exceed 15% of the NEO’s annual base salary | Retirement
Benefits paid under the Equity Plan | | – | | – | | – | | Unvested PBRS and performance shares remain eligible to vest subject to satisfaction of performance criteria, restricted stock becomes fully vested, and SARs continue to vest in the normal course | | – | | – |
The following table reflects the estimated incremental post-termination paymentsamounts that would have been payable to a named executive officer in the event of termination of employment due to death, disability, involuntary termination without cause, or a change in control. No incrementaleach of the five scenarios described above on December 31, 2013. These amounts are payable upon voluntary termination of employment or termination for cause, accordingly these scenarios are not contained in the table. The benefits payable to the named executive officers under these four termination scenarios are providedcalculated in accordance with the terms of the applicable plans, policies and agreements described in the narrative following this table. Accordingly,preceding table and assume that the named executive officer has met the applicable eligibility requirements. The amounts in the table DO NOT include: | | | | | • | anyAny value that would be realized upon the exercise of vested SARs or stock options (estimates of these amounts are provided above under the tabular and narrative section entitled “Outstanding Equity Awards at Fiscal Year End” on page 33), andSARs. | | | | | | • | theThe estimated value of vested and accrued pension benefits that would be received upon any termination of employment under the Company’s pensionretirement plans except to the extent of additional age or service or compensation to whichcredit that the individualNEO may be entitled asunder a resultCIC Agreement. |
HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement48 Post-Employment and Change in Control Payment Table | | | | | Equity Awards with | | | | | | | | | | Severance(1) | | Accelerated Vesting(2)(3) | | Pension Benefits(4) | | Welfare Benefits(5) | | Total | | Name | | ($) | | ($) | | ($) | | ($) | | ($) | | D. G. Nord | | | | | | | | | | | | Death | | — | | 6,505,741 | | — | | — | | 6,505,741 | | Disability | | — | | 6,505,741 | | 6,044,423 | | — | | 12,550,164 | | Involuntary Termination | | 1,453,856 | | — | | — | | 130,656 | | 1,584,512 | | Change in Control | | 3,237,263 | | 6,505,741 | | 7,498,222 | | 182,593 | | 17,423,819 | | W. R. Sperry | | | | | | | | | | | | Death | | — | | 2,024,990 | | — | | — | | 2,024,990 | | Disability | | — | | 2,024,990 | | — | | — | | 2,024,990 | | Involuntary Termination | | 530,522 | | — | | — | | 127,514 | | 658,036 | | Change in Control | | 1,483,017 | | 2,024,990 | | — | | 103,918 | | 3,611,925 | | G. N. Amato | | | | | | | | | | | | Death | | — | | 2,059,653 | | — | | — | | 2,059,653 | | Disability | | — | | 2,059,653 | | — | | — | | 2,059,653 | | Involuntary Termination | | 1,100,422 | | — | | — | | 140,046 | | 1,240,468 | | Change in Control | | 1,539,340 | | 2,059,653 | | 1,701,091 | | 108,415 | | 5,408,499 | | Retirement | | — | | 506,276 | | — | | — | | 506,276 | | W. T. Tolley | | | | | | | | | | | | Death | | — | | 1,598,410 | | — | | — | | 1,598,410 | | Disability | | — | | 1,598,410 | | 1,659,909 | | — | | 3,258,319 | | Involuntary Termination | | 682,452 | | — | | — | | 132,408 | | 814,860 | | Change in Control | | 1,488,370 | | 1,598,410 | | 1,624,342 | | 102,875 | | 4,813,997 | | S. H. Muse | | | | | | | | | | | | Death | | — | | 1,336,894 | | — | | — | | 1,336,894 | | Disability | | — | | 1,336,894 | | 984,114 | | — | | 2,321,008 | | Involuntary Termination | | 990,464 | | — | | — | | 140,592 | | 1,131,056 | | Change in Control | | 1,262,584 | | 1,336,894 | | 3,473,325 | | 101,895 | | 6,174,698 | | Retirement | | — | | 323,215 | | — | | — | | 323,215 |
| (1) | The amounts reported in theSeverancecolumn also include the payment of the arrangements described under “Change in Control Severance Agreements” inNEO’s target short-term incentive award earned through the narrative following this table (the estimated valuedate of vested and accrued pension benefits are provided above in the section entitled “Retirement Plans” and in the table “Pension Benefits in Fiscal Year 2010” on page 36). |
The amounts presented in the following table are estimates only and do not necessarily reflect the actual value of the payments and other benefits that would be received by the named executive officers, which would be known only at the time employment actually terminates and if a change in control were actually to occur. The amounts set forth below reflect what each named executive officer would receive under the termination scenarios set forth above using the following assumptions:
| | termination. | | (2) | • | A changeThe amounts reported in control and terminationtheEquity Awards with Accelerated Vestingcolumn reflect the value realized by the NEO upon the exercise of employment occurred on December 31, 2010. | | | • | Exercised all unvested SARs, and receivedthe vesting of all unvested PBRS, restricted stock and performance shares that became vested upon death, disability, or a change in control,control. | | (3) | For Mr. Amato and Mr. Muse, each of whom meet the definition of Retirement, amounts shown reflect the value realized upon the vesting of which wasall unvested restricted shares upon Retirement. The value realized is calculated using the closing market price of the Company’s Class B Common Stock on December 31, 2010,2013 of $60.13.$108.90. The amounts shown do not include the value of (i) SARs that are unvested at Retirement, but become exercisable post-Retirement, or (ii) outstanding performance shares at Retirement, which may vest on a prorated basis at the end of the applicable performance period post-Retirement. | | | (4) | • | Declared byThe amounts reported in the Compensation Committee to have incurred a Total Disability (as defined under the Executive Plan or Management Plan, as applicable) for purposes of calculating amounts due to the executive for termination based on disability. | | | • | There was no discretionary allowance for outplacement services under the Company’s severance policy. |
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Post-Employment and Change in Control Payment Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | Equity Awards
| | Retirement
| | | | | | | | | | with
| | Plan Benefits
| | | | | | | | | | Accelerated
| | (Qualified and
| | Welfare
| | | | | | Severance
| | Vesting
| | Non-Qualified)
| | Benefits
| | Total
| Name | | ($)(1) | | ($)(2) | | ($)(3) | | ($) | | ($) | | | | T. H. Powers | | | | | | | | | | | | | | | | | | | | | | Death | | | — | | | | 6,468,602 | | | | — | | | | — | | | | 6,468,602 | | | Disability | | | — | | | | 6,468,602 | | | | 1,333,420 | | | | — | | | | 7,802,022 | | | Involuntary Termination | | | 870,048 | | | | — | | | | — | | | | — | | | | 870,048 | | | Change in Control | | | 6,182,827 | | | | 6,468,602 | | | | 3,145,145 | | | | 174,015 | | | | 15,970,589 | | | D. G. Nord | | | | | | | | | | | | | | | | | | | | | | Death | | | — | | | | 1,762,457 | | | | — | | | | — | | | | 1,762,457 | | | Disability | | | — | | | | 1,762,457 | | | | 5,808,136 | | | | — | | | | 7,570,593 | | | Involuntary Termination | | | 171,374 | | | | — | | | | — | | | | — | | | | 171,374 | | | Change in Control | | | 2,235,798 | | | | 1,762,457 | | | | 5,653,756 | | | | 97,320 | | | | 9,749,331 | | | G. N. Amato | | | | | | | | | | | | | | | | | | | | | | Death | | | — | | | | 1,342,198 | | | | — | | | | — | | | | 1,342,198 | | | Disability | | | — | | | | 1,342,198 | | | | 646,856 | | | | — | | | | 1,989,054 | | | Involuntary Termination | | | 600,251 | | | | — | | | | — | | | | — | | | | 600,251 | | | Change in Control | | | 1,473,404 | | | | 1,342,198 | | | | 1,194,239 | | | | 83,918 | | | | 4,093,759 | | | S. H. Muse | | | | | | | | | | | | | | | | | | | | | | Death | | | — | | | | 1,339,617 | | | | — | | | | — | | | | 1,339,617 | | | Disability | | | — | | | | 1,339,617 | | | | 4,747,452 | | | | — | | | | 6,087,069 | | | Involuntary Termination | | | 565,758 | | | | — | | | | — | | | | — | | | | 565,758 | | | Change in Control | | | 1,460,460 | | | | 1,339,617 | | | | 5,774,546 | | | | 94,128 | | | | 8,668,751 | | | W. T. Tolley | | | | | | | | | | | | | | | | | | | | | | Death | | | — | | �� | | 1,103,167 | | | | — | | | | — | | | | 1,103,607 | | | Disability | | | — | | | | 1,103,167 | | | | 2,157,848 | | | | — | | | | 3,261,015 | | | Involuntary Termination | | | 255,571 | | | | — | | | | — | | | | — | | | | 255,571 | | | Change in Control | | | 1,381,194 | | | | 1,103,167 | | | | 1,304,199 | | | | 80,188 | | | | 3,868,748 | |
| | | (1) | | Severance amounts for (a) involuntary termination were calculated in accordance with the terms of the Company’s severance policy, and (b) change in control were calculated in accordance with the terms of the named executive officer’s Change in Control Severance Agreement, both of whichrows are discussed below. | | (2) | | Calculated in accordance with the terms of the named executive officer’s long-term incentive award grants discussed below on page 42. | | (3) | | Disability benefit was calculated as of December 31, 2010 based on a 5.40%5.10% discount rate and using the disability mortality table published in Internal Revenue Ruling96-7. This table assumes a different life expectancy than the Pension Protection Act Optional Combined tables used to calculate the present value of accumulated benefits under the Company’s retirement plans. In the event of disability, the incremental retirement plan benefit was calculated by comparing the disability benefit to the vested accrued benefit under the qualified and non-qualified plans as of December 31, 2010.2013. | | (5) | The amounts reported in the Welfare column include the payment of outplacement services for the NEO’s for up to twelve months and insurance benefit continuation calculated in accordance with the terms of the Severance Policy and CIC Agreements, as applicable. |
Narrative to Post-Employment and Change in Control Payment Table
The Company has a severance policy which coversoffers severance benefits to the named executive officers as well asand other officers and individualsmembers of senior management in the event of involuntary termination or termination for reasons other than cause (“Eligible Individual(s)”Severance Policy”). The severance policy provides that if an Eligible Individual’s employment is terminated involuntarily, the Eligible Individual is entitled to receive (a)Severance Policy offers salary continuation equal tofor a period of 4 weeks of base salary for each year of service subject towith a minimum of 1326 weeks and a maximum of 78 weeks (“Salary Continuation”), (b)weeks; continued groupmedical, dental and life medical and dentalinsurance benefits for the salary continuation period (“Insurance Benefits”),period; a prorated portion of the employee’s target short-term incentive award earned through the date of termination; and (c) a discretionary allowanceoutplacement services for outplacement services.up to 12 months. The severance policy also providesSeverance Policy does not offer benefits to Eligible Individuals inif termination of employment is the eventresult of a change in control, or if the Eligible Individual terminates employment for good reason within three years of a change of control. The reasons for which the Eligible Individual may terminate employment include: diminution in authority, reduction in compensation level, relocation, or adverse modification of benefits under short-term incentive compensation, benefit or similar plans. In such scenarios, the Eligible
40
Individual would be entitled to receive (a) Salary Continuation, subject to a maximum of 104 weeks discounted at 120% of the short term federal rate) and reduced by 67% and 33%, respectively, if termination occurs in the second and third year following the change of control event, (b) a pro rata portion of the individual’s short-term incentive award for the year in which the change of control occurs, and (c) Insurance Benefits. Furthermore, if a named executive officer is entitled to receive change in control benefits under a Change in Control Severance Agreement (discussed below), such executive is not also eligible to receive severance benefits under the Company’s severance policy. On the other hand, if the termination of a named executive officer is not in connection with a change in control, the named executive officer is entitledofficers would only be eligible for severance benefits pursuant to receive the benefits under the Company’s severance policy.terms of their CIC Agreements as described on page 50.HUBBELL INCORPORATED-Notice of 2014 Annual Meeting of Shareholders & Proxy Statement49 As noted previously, the Company amended its severance policy in February 2011. As the table reflects the arrangements which were in place on December 31, 2010, the severance amounts in the table are calculated in accordance with the formulas described above, and not the formula under the new policy.
Change in Control Severance Agreements Effective December 31, 2010, theThe Company entered into new agreements withis a party to CIC Agreements the named executive officers which provide severance benefits in the event of a termination of employment followingby the executive for good reason or by the Company (other than for cause or due to the executive’s death, disability or retirement) within two years after a “changechange in control” (the “Changecontrol or, in Control Agreements”).certain circumstances, in anticipation of a change in control. A “change in control” is generally defined as a change in the majority of the Company’s Board of Directors during any 12 month period, the acquisition by a party directly or indirectly of 30% or more of the voting power of the Company, a sale of substantially all of the Company’s assets, the acquisition by a party of more than 50% of either the voting power of the Company or the fair market value of the Company. The granting of a Change in Control Agreement and the terms contained therein requiresCIC Agreements may only be granted with the approval of the Board of Directors, upon the recommendation of the Compensation Committee. Under the terms of the agreements, in the event the executive’s employment is terminated following a change in control, the executive would receive the following benefits: | | | | • | A lump sum amount equal to the sum of the executive’s annual base salary times 2.75 for Mr. Powers, and 2.5 for Messrs. Nord, Amato, Muse and Tolley (“Severance Multiple”), and the average of short-term incentive awards received in the preceding three years. | | | • | A pro-rated portion of the executive’s annual STI Target for the year in which termination occurs. | | | • | A lump-sum cash payment equal to the incremental value of 2.75 years for Mr. Powers, and 2.5 years for Messrs. Nord, Amato, Muse and Tolley, of additional age and service credit under all Supplemental Plans in which such named executive officer participates. | | | • | Outplacement services for up to one year following termination at a cost to the Company of not more than 15% of the executive’s annual base salary. | | | • | Medical, dental, vision and life insurance coverage under the Company’s benefit plans after termination for a period of 2.75 years for Mr. Powers, and 2.5 years for Messrs. Nord, Amato, Muse and Tolley. | | | • | All other accrued or vested benefits which the executive is entitled to under benefit plans in which the executive participates. |
The Change in ControlCIC Agreements contain a provision whereby the Severance Multipleseverance multiple is reduced in monthly increments over the two-year period following the named executive officer’s 63rd 63rdbirthday, until it reaches one times the executive’s base salary and average short-term incentive award. Payments under the Change in ControlCIC Agreements are offset by severance or similar paymentsand/or benefits received by the executive under any other Company plan or policy. The Change in ControlCIC Agreements also provide that if an executive would have otherwise incurred excise taxes under Section 4999 of the Code, such payments may be reduced to the “safe harbor amount” so that no excise taxes would be due, if such reduction would result in the executive being in a better net after tax position. Unlike the Company’s former continuity agreements, the new Change in ControlThe CIC Agreements do not provide for any tax grosstax-gross up in the event the payments are not reduced, and thus the executive would be required to pay any excise taxes under Section 4999 of the Code. No benefits are payable under the Change in ControlCIC Agreements if a named executive officer is terminated for “cause” which includes (a) continued and willful failure to perform the executive’s duties
41
after receipt of a written demand to perform, (b) gross misconduct materially and demonstrably injurious to the Company and (c) conviction of, or plea ofnolo contendereto, a felony, or if the named executive officer terminates employment other than for “good reason” which includes (a) material and adverse diminutionas defined in the executive’s duties and responsibilities, (b) material reduction in cash compensation or failure to annually increase base salary, and (c) relocation of the executive’s workplace to a location that is more than 35 miles from the executive’s workplace as of the date immediately prior to the change in control.
CIC Agreements.The Company has established a grantor trust to secure the benefits to be provided under the Change in ControlCIC Agreements, the Executive Plan, Management Plan, DB Restoration Plan, and DC Restoration Plan and other plans maintained by the Company for the benefit of members of the Company’s senior management. LTI Plans
The Company’s LTI Plans provide for the accelerated vesting of all restricted stock, SARs, stock options and performance share awards in the event of a “change of control” as defined in the LTI Plans.
In the event of retirement, a named executive officer who is minimum age 55 and whose age at retirement plus years of service equals 70 is entitled to an extended vesting and exercise period for their unvested performance shares and SARs. In the case of stock options, a named executive officer who is deemed to have retired with the consent of the Company is also eligible for an extended vesting and exercise period. Upon retirement, however, all unvested restricted shares are forfeited regardless of age or service. The following table sets forth the exercise periods for performance shares, SARs and stock options upon the termination of a named executive officer with and without extended vesting and exercisability:
| | | | | | | Exercise Period
| | Exercise Period
| Award Type
| | (Without Extended Vesting)
| | (With Retirement Extended Vesting)
| | Performance Shares(1) | | Unvested performance shares forfeited. | | Entitled to receive pro-rata portion of shares named executive officer would have received had he or she not retired. | SARs | | Earlier of: (i) 90 days following date of termination of employment, or (ii) the tenth anniversary of the grant date. | | Until the tenth anniversary of the grant date. | Stock Options | | Earlier of: (i) the date of expiration stated in the grant, or (ii) the close of business 3 months after the date of termination of employment. | | Grants made prior to 2004, exercisable until later of: (i) 3 years after date of retirement, or (ii) 12 months after death if death occurs within 3 years after the date of retirement. However, not later than exercise period stated in grant. Grants made in 2004 exercisable until the tenth anniversary of the grant date. |
| | | (1) | | Assumes satisfaction of performance criteria. |
Supplemental Plan Benefits Certain provisions of the Executive Plan and Management Plan do not take effect until the occurrence of certain change of control events. Among others, provisions in the Executive Plan and Management Plan providingprovide for the (i) suspension, reduction or termination of benefits in cases of gross misconduct by a participant; (ii) forfeiture of benefits if a retired participant engages in certain proscribed competitive activities; (iii) reduction in benefits upon the early retirement of a participant;retirement; and (iv) offset of amounts which a participant may then owe the Company against amounts then owing the participant under the Executive Plan and Management Plan are automatically deleted upon the occurrence of a change of control event. In addition, neither a participant’s years of service with the Company (as calculated for the purpose of determining eligibility for Supplemental Plan benefits ), norbenefits) and Supplemental Plan benefits accrued prior to the change of control event, may not be reduced after the occurrence of a change of control event.control. If a participant’s employment is terminated after a change of control, unless the
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participant elects to receive a distribution of Supplemental Plan benefits in installment payments, the participant will receive payment of Supplemental Plan benefits in one lump sum within 10 days after termination. COMPENSATION OF DIRECTORSHUBBELL INCORPORATED
The Nominating and Corporate Governance Committee annually reviews the status-Notice of the Company’s Non-Management Director compensation in relation to other U.S. companies2014 Annual Meeting of comparable size and the Company’s competitors. Such review considers all forms of compensation for the Company’s Non-Management Directors. The Nominating and Corporate Governance Committee is supported in this review by ExeQuity, who provides compensation consultation and competitive benchmarking. Following the review, the Nominating and Corporate Governance Committee recommends any changes in Non-Management Director compensation to the Chairman of the Board, who places such proposal on the agenda for the Board’s next meeting. After a full discussion, the Board approves or disapproves the Nominating and Corporate Governance Committee’s recommendation.
Shareholders & Proxy Statement50The following table provides information concerning the aggregate cash and other compensation paid to or accrued by the Company for Non-Management Directors for service rendered on the Company’s Board of Directors during fiscal year 2010. Mr. Powers receives no compensation beyond that described above for his service as a Director.
Director Compensation Table for Fiscal Year 2010
| | | | | | | | | | | | | | | | | | | | | Fees
| | | | | | | | | | Earned
| | | | | | | | | | or Paid
| | Stock
| | All Other
| | | | | | in Cash
| | Awards
| | Compensation
| | Total
| Name | | ($)(1) | | ($)(2) | | ($)(3)(4) | | ($) | | | | George W. Edwards, Jr. | | | 106,000 | | | | 83,729 | | | | 318 | | | | 190,047 | | | Lynn J. Good | | | 108,000 | | | | 83,729 | | | | 4,318 | | | | 196,047 | | | Anthony J. Guzzi | | | 108,000 | | | | 83,729 | | | | 4,318 | | | | 196,047 | | | Joel S. Hoffman | | | 110,000 | | | | 83,729 | | | | 4,318 | | | | 198,047 | | | Neal J. Keating | | | 27,282 | | | | — | | | | 112 | | | | 27,394 | | | Andrew McNally IV | | | 108,000 | | | | 83,729 | | | | 4,318 | | | | 196,047 | | | G. Jackson Ratcliffe | | | 100,000 | | | | 83,729 | | | | 3,873 | | | | 187,602 | | | Carlos A. Rodriguez | | | 96,000 | | | | 83,729 | | | | 318 | | | | 180,047 | | | Richard J. Swift | | | 110,621 | | | | 83,729 | | | | 4,318 | | | | 198,668 | | | Daniel S. Van Riper | | | 116,000 | | | | 83,729 | | | | 2,018 | | | | 201,747 | |
| | | (1) | | Includes the following amounts deferred and held under the Company’s Deferred Plan for Directors: Ms. Good — $60,000, Mr. Guzzi — $108,000, Mr. Keating — $13,641, Mr. Hoffman — $22,000, Mr. Rodriguez — $60,000, Mr. Swift — $66,621, and Mr. Van Riper — $63,000. | | |
(2)Back to Contents | | Amounts shown represent the grant date fair value of 1,750 shares of restricted stock granted to each Director (except for Mr. Keating who was appointed to the Board in September 2010) at the Company’s May 3, 2010 Annual Meeting of Shareholders as computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation reflected in these columns, see Note 17 to the Consolidated Financial Statements for 2010 contained in theForm 10-K filed with the SEC on February 16, 2011. Such shares are forfeitable if the Director’s service terminates for reasons other than death prior to the regularly scheduled Annual Meeting of Shareholders to be held on May 2, 2011. Such shares also vest and become nonforfeitable in full upon a Director’s death or a change in control (as defined in the 2005 Incentive Award Plan, as amended and restated). Except for stock units under the Company’s Deferred Plan for Directors, none of the Non- Management Directors hold any other form of equity compensation. |
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The following represents stock units (each stock unit consisting of one share each of Class A Common Stock and Class B Common Stock) held by each Non-Management Director under the Company’s Deferred Plan for Directors:
| | | | | | | Aggregate No. of
| | | Stock Units Held
| | | at Year End
| | | (#) | | George W. Edwards, Jr. | | | — | | Lynn J. Good | | | 651 | | Anthony J. Guzzi | | | 5,355 | | Neal J. Keating | | | 126 | | Joel S. Hoffman | | | 11,271 | | Andrew McNally IV | | | — | | G. Jackson Ratcliffe | | | — | | Carlos A. Rodriguez | | | 651 | | Richard J. Swift | | | 4,821 | | Daniel S. Van Riper | | | 2,368 | |
| | | (3) | | Includes the Company’s payment of $318 for life and business travel accident insurance premiums for each Director, except for Mr. Keating whose payments were prorated to $112 to reflect insurance coverage commencing upon his appointment to the Board in September 2010. | | (4) | | Includes a Company matching contribution to an eligible educational institution under The Harvey Hubbell Foundation Educational Matching Gifts Program in the following amounts: Ms. Good — $4,000, Mr. Guzzi — $4,000, Mr. Hoffman — $4,000, Mr. McNally — $4,000, Mr. Ratcliffe — $3,555, Mr. Swift — $4,000, and Mr. Van Riper — $1,700. |
Narrative to Director Compensation Table
Annual Compensation
Annual compensation for each Non-Management Director for 2010 consisted of the following:
| | | | • | A retainer of $60,000 | | | • | An additional retainer of $10,000 for each Committee Chair | | | • | Board and Board Committee meeting fees of $2,000 | | | • | A restricted share grant of 1,750 shares of Class B Common Stock after each annual meeting of shareholders which will vest at the next year’s annual meeting of shareholders provided that the director is still serving as a director at the time of the meeting. The 2010 share grant was made on May 3, 2010, the date of the annual meeting of shareholders, to each Non-Management Director who was re-elected or first elected to the Board, subject to forfeiture if the Director’s service terminates other than by reason of death prior to the date of the next regularly scheduled annual meeting of shareholders. |
Deferred Plan for Directors
The Company and all current Directors (other than Messrs. Powers and Ratcliffe) have entered into an agreement to defer receipt of all or a portion of such fees pursuant to a deferred compensation agreement providing for payment of the fees in stock units (each stock unit consisting of one share each of the Company’s Class A Common Stock and Class B Common Stock) or credited with interest at the prime rate as in effect at the Company’s principal commercial bank on the date immediately following the quarterly directors’ meeting, subject to certain terms and conditions of the Company’s Deferred Plan for Directors under which the fees are deferred. Messrs. Edwards and McNally no longer defer such fees, having exceeded the Company’s stock ownership guidelines described below. Otherwise a Director’s accounts are paid only after termination of service with the
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Company. Dividend equivalents are paid on the stock units and are converted into additional stock units. Distributions are made in either a lump sum or in installment payments, at the Director’s election.
Certain provisions of the Company’s Deferred Plan for Directors do not take effect until the occurrence of certain “change of control” events, as defined in the plan. After the occurrence of a change of control event, the plan may not be amended without the prior written consent of an affected participant and no termination of the plan shall have the effect of reducing any benefits accrued under the plan prior to such termination. Further, in the event of a change of control, all amounts credited to a Director’s account shall be paid in a lump sum, with amounts credited as stock units immediately converted into a right to receive cash. If the Board anticipates a change in control occurring, then the Company’s Deferred Plan for Directors requires the Company to fund a grantor trust for the purpose of holding assets in respect of the Company’s obligations to make payments, after a change of control. The Company has established a grantor trust to secure the benefits to be provided under the Company’s Deferred Plan for Directors, but has yet to fund any such benefits into the trust.
Stock Ownership Guidelines for Directors
The Company has adopted stock ownership guidelines for all Directors. Under these guidelines, all Directors are expected to own, or acquire within five (5) years of first becoming a Director, shares of common stock of the Company (which includes share units under the Company’s Deferred Plan for Directors) having a market value of at least three (3) times the average base annual retainer paid to such Director in the preceding five (5) years. In addition, Directors who are first standing for election are encouraged to own 1,000 shares of any class, or a combination of classes, of the Company’s common stock prior to the filing of the proxy statement for the meeting at which the Director is scheduled to be elected. The stock ownership guidelines for directors are more fully described in the Company’s Guidelines which can be found on its website atwww.hubbell.com.
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ITEM 2
RATIFICATION OF THE SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - ITEM 2 The selection of the independent registered public accounting firm to audit the financial statements of the Company made available or transmitted to shareholders and filed with the SEC for the year 2011 is to be submitted to the meeting for ratification or rejection as a matter of good governance. PricewaterhouseCoopers LLP, 300 Atlantic Street, Stamford, Connecticut, has been selected by the Audit Committee of the Board of Directors of the Company to audit such financial statements. has appointed PricewaterhouseCoopers LLP has beenas the Company’s independent registered public accounting firm (independent auditor) for 2014. Although ratification of our selection of independent auditors is not required, we value the Companyopinions of our shareholders and wish to submit the matter to a vote at the 2014 Annual Meeting as a matter of sound corporate governance.PricewaterhouseCoopers LLP has served as the Company’s independent auditors for many years. The Company hasWe have been advised that a representative of PricewaterhouseCoopers LLP will attend the 2014 Annual Meeting of Shareholders to respond to appropriate questions and will be afforded the opportunity to make a statement if desired. In the representative so desires. event the selection of PricewaterhouseCoopers LLP is not ratified by the shareholders, the Audit Committee would reconsider the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor. Even if the selection of independent auditors is ratified, the Audit Committee still retains the discretion to select a different independent auditor at any time if it determines that such a change would be in the best interests of the Company and our shareholders.Audit and Non-Audit Fees The following table shows the aggregate fees for professional services provided by PricewaterhouseCoopers LLP to the Company and its subsidiaries for the years ended December 31, 20102013 and 2009, were as follows: | | | | | | | | | | | | | 2010 | | | 2009 | | | | | Audit Fees | | $ | 2,317,800 | | | $ | 2,212,300 | | | Audit-Related Fees | | | 48,000 | | | | 520,000 | | | Tax Fees | | | 590,000 | | | | 273,000 | | | All Other Fees | | | 5,600 | | | | 50,000 | | | | | | | | | | | | | Total Fees | | $ | 2,961,400 | | | $ | 3,055,300 | | | | | | | | | | | |
December 31, 2012:| | 2013 | | | 2012 | | Audit Fees(1) | $2,479,200 | | $ | 2,502,000 | | Audit-Related Fees(2) | 125,335 | | | 484,000 | | Tax Fees(3) | 634,000 | | | 448,000 | | All Other Fees(4) | 6,200 | | | 6,000 | | TOTAL FEES | $3,244,735 | | $ | 3,440,000 |
| (1) | The amount included underAudit Feesconsist of fees for professional services rendered for the audits of the Company’s consolidated annual financial statements, and the effectiveness of internal control over financial reporting. Audit Fees also include review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements. | | (2) | The amount included underAudit-Related Feesconsist of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under Audit Fees. This category includes fees principally related to financial due diligence and audits of employee benefit plans. | | (3) | The amount included underTax Feesinclude domestic and international income tax planning assistance and foreign entity compliance services. | | (4) | The amount included underAll Other Feesconsists of fees for products and services other than the services reported above. These services include fees related to technical publications purchased from the independent registered public accounting firm. |
Audit Fees consist of fees for professional services rendered for the audits of (i) the Company’s consolidated annual financial statements; and (ii) the effectiveness of internal control over financial reporting. Audit Fees also include review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements. Audit-Related Fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under Audit Fees. This category includes fees principally related to financial due diligence and audits of employee benefit plans.
Tax Fees include domestic and international income tax planning assistance and foreign entity compliance services.
All Other Fees consist of fees for products and services other than the services reported above. These services include fees related to the Company’s share offering and technical publications purchased from the independent registered public accounting firm.
The Audit Committee considered whether the rendering of non-audit services by PricewaterhouseCoopers LLP to the Company is compatible with maintaining its independence and concluded that the non-audit services rendered would not compromise its independence.
Non-Audit Services Pre-Approval PolicyThe Company’s Audit and Non-Audit Services Pre-Approval Policy (“Services Policy”) sets forth the policies and procedures by which the Audit Committee reviews and approves all services to be provided by PricewaterhouseCoopers LLPthe independent auditors prior to retaining the firm. In developing these policies and procedures, the Audit Committee took into considerationtheir engagement. The Services Policy underscores the need to ensure the independence of PricewaterhouseCoopers LLPthe independent auditor while recognizing that PricewaterhouseCoopers LLPthe independent auditor may possess the expertise on certain matters that best positionsposition it to provide the most effective and efficient services on certain matters unrelated to accounting and auditing. On balance, the The Audit Committee will only pre-approve the services that it believes enhance the Company’s ability to
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manage or control risk. The Audit Committee wasis also mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services and may determine, for each fiscal year, the appropriate ratio between the total amount of fees for audit, audit-related and tax services, and the total amount of fees for permissible non-audit services (excluding tax services).services. The Services Policy provides for the pre-approval by the Audit Committee a description of described services tothat can be performed such as audit, audit-related, tax and other permissible non-audit services. The term of any pre-approval is twelve months from the date of pre-approval, unless the Audit Committee considers a different periodperiodically monitors the services rendered and states otherwise.actual fees paid to the independent auditors. Any proposed services exceeding pre-approval or budgetedpre-approved amounts also requires pre-approval by the Audit Committee. In the interim periods during which the Audit Committee is not scheduled to meet, the Chairman of the Audit Committee can authorize spending which exceeds pre-approved cost levels or budgeted amounts.levels. As part of the process, the Audit Committee shall consider whether such services are consistent with SEC rules and regulations on auditor independence. If the proposal to ratify the selectionHUBBELL INCORPORATED-Notice of PricewaterhouseCoopers LLP is not approved by the shareholders, or if prior to the 20122014 Annual Meeting of Shareholders PricewaterhouseCoopers LLP declines to act or otherwise becomes incapable of acting, or if its services are discontinued by the Audit Committee of the Board of Directors, then the Audit Committee of the Board of Directors will appoint another independent registered public accounting firm whose services for any period subsequent to the 2012 Annual Meeting of Shareholders will be subject to ratification by the shareholders at that meeting. Audit Committee Report
The Audit Committee of the Board of Directors is comprised of independent Directors functioning in accordance with a written charter (the “Charter”) adopted and approved by the Board of Directors in May, 2000, which Charter is reviewed annually by the Audit Committee, and was last amended by the Board of Directors, effective February 12, 2010. As provided in the Charter, the Audit Committee assists the Company’s Directors in fulfilling their responsibilities relating to corporate accounting, the quality and integrity of the Company’s financial reports, and the Company’s reporting practices. The functions of the Audit Committee are further described elsewhere in this& Proxy Statement (see page 12).
51In connection with the discharge of its responsibilities, the Audit Committee has taken a number of actions, including, but not limited to, the following:
| | | | • | the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the Company’s audited financial statements; | | |
| Back to Contents | • | the Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and | | | • | the Audit Committee received from the independent registered public accounting firm the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, discussed their independence with them, and satisfied itself as to the independence of the independent registered public accounting firm. |
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Based on the foregoing reviews and discussions, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2010 for filing with the SEC.
Audit Committee
Daniel S. Van Riper, Chairman
Lynn J. Good
Anthony J. Guzzi
Joel S. Hoffman
Neal J. Keating
The affirmative vote of a majority of the votes cast by the holders of the outstanding shares of the Class A Common Stock and Class B Common Stock, all voting as a single class is required to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company. Abstentions and broker non-votes will not affect the voting results. Because brokers have the discretionary authority to vote on the ratification of auditors, we do not expect any broker non-votes in connection with the ratification.The Board of Directors Unanimously Recommends that the Shareholders Vote “FOR” the Ratification of the Selection of PricewaterhouseCoopers LLP.
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Audit Committee Report ITEM 3
APPROVAL OF THE AMENDMENT AND RESTATEMENT
OF THE COMPANY’S SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN
The Company previously adopted the Hubbell Incorporated Senior Executive Incentive Compensation Plan (the “Senior Plan”), a performance-based incentive award plan under which key executive officersAudit Committee of the Company who are designated by the committee administering the Plan are eligible to receive short-term incentive award payments. The Senior Plan was adopted and was previously submitted to the Company’s shareholders for approval so that short-term incentives payable by the Company to its senior executives under the Senior Plan would be fully deductible for federal income tax purposes. The Board of Directors hasis comprised of independent Directors functioning in accordance with a written charter adopted and approved by the amendmentBoard of Directors effective December 6, 2011, which Charter is reviewed annually by the Audit Committee. As provided in the Charter, the Audit Committee assists the Company’s Directors in fulfilling their responsibilities relating to corporate accounting, the quality and restatementintegrity of the Senior Plan (which is referredCompany’s financial reports, and the Company’s reporting practices. The functions of the Audit Committee are further described in the “Corporate Governance” section on page 17.In connection with the discharge of its responsibilities, the Audit Committee has taken a number of actions, including, but not limited to, herein as the “Restated Plan”), subject to shareholder approval which: | • | The Audit Committee reviewed and discussed with management and the independent registered public accounting firm the Company’s audited financial statements; | | | • | Revises the list of performance criteria which may be used to determine incentive payments under the Restated Plan to be consistent with the performance criteria set forth in our 2005 Incentive Award Plan, as amended and restated; | | | | | • | Provides additional specificityThe Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as toamended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the circumstancesPublic Company Accounting Oversight Board in which performance goals may be adjusted;Rule 3200T; and | | | | | | • | ExtendsThe Audit Committee received from the termindependent registered public accounting firm the written disclosures and letter required by applicable requirements of the Restated Plan until 2016.Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, discussed their independence with them and satisfied itself as to the independence of the independent registered public accounting firm. |
In addition, certain other immaterial administrative changes have beenBased on the foregoing reviews and discussions, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Restated Plan. By seeking shareholder approvalCompany’s Annual Report on Form 10-K for the year ended December 31, 2013 for filing with the SEC.Audit Committee Lynn J. Good, Chair
Carlos M. Cardoso
Anthony J. Guzzi
Neal J. Keating
John F. Malloy
Steven R. Shawley HUBBELL INCORPORATED-Notice of the Restated Plan, the Company is seeking approval2014 Annual Meeting of the material terms of performance goals under the Restated Plan for purposes of Section 162(m) of the Internal Revenue Code. Shareholder approval of such terms would preserve the Company’s ability to deduct compensation associated with future awards made under the Restated Plan under Section 162(m). Section 162(m) limits the deductions a publicly-held company can claim for compensation in excess of $1 million paid in a given year to its chief executive officer and its three other most highly-compensated executive officers (other than its chief financial officer) (these officers are generally referred to as the “Covered Employees”). “Performance-based” compensation that meets certain requirements is not counted against the $1 million deductibility cap. The performance-based cash awards that may be payable under the Restated Plan are intended to qualify as performance-based compensation. For such awards to qualify as performance-based compensation, the shareholders must approve the material terms of the performance goals every five years. If the Restated Plan is not approved, its provisions will not become effective. In that case, the Restated Plan as in existence prior to its amendment and restatement will continue in effect in accordance with its terms through 2011, but performance-based awards made to Covered Employees in 2011 and thereafter will not be deductible as performance-based compensation under Section 162(m).
Description of the Restated Plan
General.Shareholders & Proxy Statement The purpose of the Restated Plan is to provide incentive compensation to executive officers of the Company and its subsidiaries, to motivate eligible executives toward even higher achievement and business results, to tie their goals and interests to those of the Company and its shareholders and to enable the Company to attract and retain highly qualified executives.
52Administration. The Restated Plan will be administered by a committee (the “Committee”) which is appointed by the Board and which consists of at least two members of the Board who qualify as “outside directors” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and interpretations promulgated thereunder. The Committee will have the sole discretion and authority to administer and interpret the Restated Plan.
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Short-Term Incentive Award Determinations. A Covered Employee may receive a short-term incentive award payment under the Restated Plan based upon the attainment of performance objectives established by the Committee and related to one or more of the following performance criteria:
| | | | • | net earnings (either before or after interest, taxes, depreciation and amortization); | | |
| Back to Contents | • | economic value-added (as determined by the Committee); | | | • | sales or revenue; | | | • | net income (either before or after taxes); | | | • | operating earnings; | | | • | cash flow (including, but not limited to, operating cash flow and free cash flow); | | | • | return on capital; | | | • | return on invested capital; | | | • | return on shareholders’ equity; | | | • | return on assets; | | | • | shareholder return; | | | • | return on sales; | | | • | gross or net profit margin; | | | • | productivity; | | | • | expense; | | | • | operating margin; | | | • | operating efficiency; | | | • | customer satisfaction; | | | • | working capital efficiency; | | | • | earnings per share; | | | • | price per share of stock; or | | | • | market share. |
The foregoing criteria may relate to the Company, one or more of its divisions, business units, platforms or an individual, or any combination of the foregoing, and may be applied on an absolute basis or as compared to any incremental increases or as compared to results of one or more peer group companies or market performance indicators or indices, or any combination thereof, all as the Committee shall determine.
The Committee may provide that one or more objectively determinable adjustments will be made to one or more of the performance goals established for any performance period. Such adjustments may include one or more of the following:
| | | | • | items related to a change in accounting principle; | | | • | items relating to financing activities; | | | • | expenses for restructuring or productivity initiatives; | | | • | other non-operating items; | | | • | items related to acquisitions; |
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| | | | • | items attributable to the business operations of any entity acquired by the Company during the performance period; | | | • | items related to the disposal of a business or segment of a business; | | | • | items related to discontinued operations that do not qualify as a segment of a business under applicable accounting standards; | | | • | items attributable to any stock dividend, stock split, combination or exchange of shares occurring during the performance period; | | | • | any other items of significant income or expense which are determined to be appropriate adjustments; | | | • | items relating to unusual or extraordinary corporate transactions, events or developments; | | | • | items related to amortization of acquired intangible assets; | | | • | items that are outside the scope of the Company’s core, on-going business activities; or | | | • | items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting standards or business conditions. |
Short-term incentive award formulas for Covered Employees will be adopted in each performance period by the Committee no later than March 30 of each calendar year. No short-term incentives will be paid to Covered Employees unless and until the Committee makes a certification in writing with respect to the attainment of the objective performance standards as required by Section 162(m) of the Code. In determining the actual size of an individual performance-based award for a performance period, the Committee may reduce or eliminate (but not increase) the award.
The actual amount of future short-term incentive payments under the Restated Plan is not presently determinable. However, the Restated Plan provides that the maximum annual short-term incentive award payable to any Covered Employee shall not exceed $5.0 million (which limit has remained unchanged from the Restated Plan).
Incorporation by Reference
The foregoing is only a summary of the Restated Plan and is qualified in its entirety by reference to its full text, a copy of which is attached hereto as Appendix A.
Vote Required
Under NYSE rules, the affirmative vote of a majority of the votes cast by the holders of the Class A Common Stock and Class B Common Stock, all voting as a single class, is required to approve the Restated Plan, provided that the total votes cast on this proposal represent more than 50% of the outstanding shares entitled to vote on this proposal. In other words, the sum of votes “for” and “against” plus abstentions must exceed 50% of the number of outstanding shares of Class A Common Stock and Class B Common Stock. Abstentions will count as votes cast and will have the same effect as votes cast against the proposal. Broker non-votes will not count as votes cast because brokers do not have the authority to vote shares on this proposal without direction from the beneficial owner. Thus, failure to direct your vote will make it less likely that the total votes cast on this proposal will represent more than 50% of the outstanding shares of Class A Common Stock and Class B Common Stock, which could impair the approval of the Restated Plan.
The Board of Directors Unanimously Recommends that the Shareholders Vote “FOR” the Approval of the Hubbell Incorporated Senior Executive Incentive Compensation Plan, as Amended and Restated.
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ITEM 4
ADVISORY VOTE ON THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS - ITEM 3 The Company isIn accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are requesting shareholder approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as presented in this Proxy Statement in the Compensation Discussion and Analysis beginning at page 1726 and the compensation tables and accompanying narrative disclosure in the Executive Compensation section beginning on page 30. 39.Accordingly, we will present the following resolution for vote at the Annual Meeting: “RESOLVED, that the shareholders of Hubbell Incorporated (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and disclosed in the 20102013 Summary Compensation Table and related compensation tables and narrative disclosure as set forth in this Proxy Statement.” As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement, our executive compensation program has been designed to attract and retain highly-talented executives, deliver compensation that is competitive and encourage a talented, motivatedfair compared to relevant benchmarks, reward strong Company performance, and focused executive team by providing competitive compensation withinmotivate executives to maximize long-term shareholder returns. To achieve our market. Weobjectives, we have adopted an incentivepay-for-performanceand maintain sound compensation governance practices and a strong pay for performance philosophy pursuant to which the greatest portion of an executive’s total direct compensation is variable and therefore linked to performance on both a short-term and long-term basis. Highlights of our program include: | | | | | • | Base salaries and annual short-term incentive awards targeted at the 50th 50thpercentile for similarly sized companies, with awards paid upon achievement of established targets; | | | | | | • | A mixture of salary and incentive compensation that provides for an average of 70% of the named executive officers’ compensation to be “at-risk” and dependent on individual and Companycompany performance; | | | | | | • | A balance within our compensation packages between short- and100% of an executive’s long-term goals, encouraging executivesincentive award value subject to focus on the health of the Company both during the immediate fiscal year and for the future;performance-based conditions; | | | | | | • | Newly revised change in control severance agreements that more closely representCaps on incentive award payouts and the evolving market standards in the area of post change in control severance compensation; andelimination payouts for performance below a minimum threshold; | | | | | | • | Performance goals designed to challenge executives to high levels of performance and offer incentive compensation only upon achievement of such goals; | | | | | • | Requirement for senior executives, including the NEO’s, to own and retain Company stock equal to between 3 and 5 times their base salary; | | | | | • | A clawback policy that appliesCompensation Recovery Policy to recover performance-based compensation under certain prescribed acts of misconduct and/or terminate the executive; | | | | | • | Limited perquisites and no tax gross ups of any performance-based cash or equity awards.kind; | | | | | • | Closed participation in all Company supplemental retirement plans; and | | | | | • | Annual risk assessment to determine whether the Company’s compensation policies encourage risk taking. |
As an advisory vote, the outcome of this proposal is not binding upon the Company. However, our Compensation Committee and our Board value the opinions of our shareholders and will consider the outcome of this vote when making future compensation decisions for our named executive officers. At the 2011 Annual Meeting, our shareholders also voted in favor of the proposal to hold say on pay votes every three years. Accordingly, our next advisory say on pay vote (following the non-binding advisory vote at this Annual Meeting) is expected to occur at our 2017 Annual Meeting of Shareholders.Vote Requirement The affirmative vote of a majority of the votes cast by the holders of the outstanding shares of the Class A Common Stock and Class B Common Stock, all voting as a single class is required to approve, on an advisory, non-binding basis, the compensation of our named executive officers. Abstentions and broker non-votes will not affect the voting results. The Board ofOf Directors Unanimously Recommends that the Shareholders Vote “FOR” the Approval by Non-Binding Vote of the Compensation of Ourour Named Executive Officers.
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ITEM 5
HUBBELL INCORPORATED
ADVISORY VOTE ON THE FREQUENCY OF
-
SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION
The Company is seeking a non-binding recommendation from our shareholders on whether shareholders should have an opportunity to provide an advisory approvalNotice of the compensation2014 Annual Meeting of our named executive officers every year, every two years or every three years. Accordingly, we are asking shareholders to vote on the following advisory resolution:
Shareholders & Proxy Statement53“RESOLVED, that the shareholders of Hubbell Incorporated (the “Company”) recommend, on an advisory basis, that the frequency with respect to which the Company’s shareholders are presented with an advisory vote on the compensation of the Company’s named executive officers shall be (1) every year; (2) every two years; or (3) every three years.”
For the reasons described below, we recommend that our shareholders select a frequency of every three years, or a triennial vote:
| | | | • | Our compensation programs generally do not change significantly from year to year. | | |
| Back to Contents | • | A triennial vote will allow shareholders to better judge our executive compensation program in relation to our long-term performance. | | | • | A triennial vote will provide us with the time to thoughtfully respond to shareholders’ sentiments and implement any necessary changes. |
ForGENERAL Solicitation Expenses The Company will pay the foregoing reasons, we encourage our shareholders to evaluate our executive compensation programs over a multi-year horizon and to review our named executive officers’ compensation over the past three fiscal years as reported in the Summary Compensation Table in this Proxy Statement. In addition, we believe that a triennial advisory vote on executive compensation reflects the appropriate time frame for our Compensation Committee and the Boardcost of Directors to evaluate the results of the most recent advisory vote on executive compensation, to discuss the implications of that vote with shareholders to the extent needed, to develop and implement any adjustments to our executive compensation programs that may be appropriate in light of a past advisory vote on executive compensation, and for shareholders to see and evaluate the Compensation Committee’s actions in context. In this regard, because the advisory vote on executive compensation occurs after we have already implemented our executive compensation programssoliciting proxies for the current year, and because the different elements of compensation are designed to operate in an integrated manner and to complement one another, we expect that in certain cases it may not be appropriate or feasible to fully address and respond to any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of shareholders. The Board of Directors is aware of and took into account views that some have expressed in support of conducting an annual advisory vote on executive compensation. We are aware that some shareholders believe that annual advisory votes will enhance or reinforce accountability. However, we have in the past been, and will in the future continue to be, proactively engaged with our shareholders on a number of topics and in a number of forums. Thus, we view the advisory vote on executive compensation as an additional, but not exclusive, opportunity for our shareholders to communicate with us regarding their views on the Company’s executive compensation programs. In addition, we are concerned that an annual advisory vote on executive compensation could lead to a near-term perspective inappropriately bearing on our executive compensation programs. Finally, although we believe that holding an advisory vote on executive compensation every three years will reflect the right balance of considerations in the normal course, we will periodically reassess that view and can provide for an advisory vote on executive compensation on a more frequent basis if changes in our compensation programs or other circumstances suggest that such a vote would be appropriate.
Although the Board of Directors recommends a vote every three years, shareholders will be able to specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. Shareholders are not voting to approve or disapprove of the Board’s recommendation.
Because this vote is advisory and not binding on the Board of Directors or the Company in any way, the Board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive
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compensation more or less frequently than the option approved by our shareholders. However, we value the opinions of our shareholders, and we will consider the outcome of the vote when determining the frequency of the shareholder vote on executive compensation.
The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be considered the frequency recommended by shareholders. Abstentions and broker non-votes will therefore have no effect on this vote.
The Board of Directors Unanimously Recommends that the Shareholders Select “THREE YEARS” for the Advisory Vote on the Frequency of Shareholder Vote on Executive Compensation.
GENERAL
The expense of this solicitation is to be borne by the Company. The Company may also reimburse persons holding shares in their names or in the names of their nominees for their expenses in sending proxies and proxy materials to their principals.2014 Annual Meeting. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by the Company’s directors, officers or employees. No additional compensation will be paid to the Company’s directors, officers or employees for such services. The Company has retained D. F. King & Co., Inc. to assist in the solicitation of proxies at an estimated cost of $10,000, plus reasonable expenses.
Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers, Directors and persons owning more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership of all equity and derivative securities of the Company with the SEC and the NYSE. SEC regulations also require that a copy of all Section 16(a) forms filed be furnished to the Company by its officers, Directors and greater than ten-percent shareholders. Based solely on a review of the copies of such forms and related amendments received by the Company and, where applicable, written representations from the Company’s officers and Directors that no Form 5s were required to be filed, the Company believes that during and with respect to fiscal year 20102013 all Section 16(a) filing requirements applicable to its officers, Directors and beneficial owners of more than ten percent of any class of its equity securities were met except that due to an amendedadministrative oversight one Form 4 for Mr. Biggart was filed on March 4, 2011 to report a recalculation of shares withheld to satisfy tax obligations upon the vesting of restricted shares in the originalPowers reporting three transactions, and one Form 4 filed on December 2, 2010. for Mr. Malloy reporting one share acquisition were not timely filed.Information Regarding Executive Officers In 2005, Mr. Tolley entered into an agreement with the SEC to settle charges that he had allegedly violated certain provisions of the federal securities laws at his prior employer, which resulted in material misstatements of certain of such employer’s quarterly earnings in 2000. Pursuant to the agreement, Mr. Tolley, without admitting or denying the allegations of the SEC’s complaint, consented to the entry of a final judgment permanently enjoining him from further violations of the federal securities laws, and to pay a civil penalty in the amount of $50,000. The charges were not related to the Company or to Mr. Tolley’s service with the Company. The Board considered this matter in connection with Mr. Tolley’s return to the Company on May 2, 2005, following a period of paid administrative leave. Review and Approval of Related Person Transactions The Company reviews all relationships and transactions in which the Company and its Directors and executive officers or their immediate family membersrelated persons participate to determine whether suchrelated persons have a direct or indirect material interest.interest in any such transactions. Under SEC rules, a related person is any person who is or was since the beginning of the last fiscal year a director, executive officer, nominee for director, or beneficial owner of more than 5% of the Company’s Class A or Class B Common Stock, or any of his or her immediate family members. The Company’s legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the Directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in the Company’s proxy statement.Proxy Statement. In addition, the Nominating and Corporate Governance CommitteeNCGC reviews and approves or ratifies any related person transaction that is required to be disclosed. See also the discussion under “Director Independence” above on page 9.17. HUBBELL INCORPORATED-Notice of 2014 Annual Meeting of Shareholders & Proxy Statement54
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Mr. John F. Mulvihill serves as a trustee of the Roche Trust and the Hubbell Trust, which collectively own approximately 48.67% of the Company’s Class A Common Stock. Mr. Mulvihill, as a result of his position as trustee, is deemed a beneficial owner of the shares owned by the Roche Trust and Hubbell Trust. Mr. Mulvihill serves as Assistant Secretary and Assistant General Counsel of the Company. In connection with his employment during the fiscal year ended December 31, 2013, he received an annual base salary of $208,200, a short-term incentive award of $82,683 (earned in 2012 and paid in 2013) and $74,300 (earned in 2013 and paid in 2014), grants of restricted stock and SARs with an aggregate grant date fair value of $105,406, and a contribution by the Company on his behalf of $7,650 to his 401(k) plan account. SHAREHOLDER PROPOSALS FOR THE
2012 ANNUAL MEETING
Shareholder Proposals to be Consideredand Nominations for DirectorProposals Intended for Inclusion in the Company’s2015 Proxy Materials.Materials Shareholder proposals to be considered for inclusion in the Company’s proxy materials related to the 20122015 Annual Meeting of Shareholders pursuant toRule 14a-8(“Rule 14a-8”)14a-8 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), must be received by the Company no later than November 17, 2011. Shareholder 19, 2014.Proposals Not Intended to be Includedfor Inclusion in the 2015 Proxy Materials Related to the 2012 Annual Meeting. The Company’s By-Laws contain time limitations,set forth specific procedures and requirements relatingin order to nominate a director nominations or other shareholder proposals not intendedsubmit a proposal to be included inconsidered at the Company’s proxy materials related to the 20122015 Annual Meeting of Shareholders pursuant toRule 14a-8. SuchShareholders. These procedures require that any nominations or proposals (assuming the 2012 Annual Meeting of Shareholders is not held more than twenty days before or more than seventy days after May 2, 2012) must be received by the Company no earlier than February 2, 20125, 2015 and no later than February 22, 2012 or else management’s proxies will retain25, 2015 in order to be considered. If, however, the power to vote proxies received fordate of the 20112015 Annual Meeting is more than 20 days before or more than 70 days after May 6, 2015, shareholders must submit such nominations or proposals not earlier than the 90thday prior to the meeting and not later than the close of Shareholders in their discretionbusiness on the later of the 70thday prior to the meeting or the 10thday following the day on which public announcement of the date of the meeting is first made by us. In addition, with respect to nominations for directors, if the number of directors to be elected at the 2015 Annual Meeting is increased and there is no public announcement by us naming all of the nominees for director or specifying the size of the increased Board at least 80 days prior to May 6, 2015, notice will also be considered timely, but only with respect to nominees for any new positions created by such proposals receivedincrease, if it is delivered to the Secretary at our principal executive offices not later than February 22, 2012, assumingthe close of business on the 10thday following the day on which such public announcement is first made by us. A shareholder’s notice to nominate a meeting date, and proposals wheredirector or bring any other business before the proponent does not comply with Exchange ActRule 14a-4(c)(2). 2015 Annual Meeting must set forth certain information specified in our By-Laws. For additional information on the time limitations and requirements relatingrelated to director nominations or other shareholder proposals, see the sections entitled “Director Nominations” and “Shareholder Nominations for Director” beginning on page 13 of this Proxy Statement or the Company’s By-Laws. The Company’s By-Laws can be viewed on its website atwww.hubbell.com. in the Investor Info section.By Order of the Board of Directors
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Appendix A
HUBBELL INCORPORATED
SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN,
AS AMENDED AND RESTATED
ARTICLE I
Purpose
The purpose of this Senior Executive Incentive Compensation Plan (the “Plan”) is to provide incentive compensation to executive officers of Hubbell Incorporated (the “Company”) and its subsidiaries, to motivate eligible executives toward even higher achievement and business results, to tie their goals and interests to those of the Company and its shareholders and to enable the Company to attract and retain highly qualified executives. The Plan is for the benefit of “covered employees” as described below who are selected to become participants by the Committee (as defined below).
ARTICLE II
Administration
2.1 The Compensation Committee of the Company’s Board of Directors consisting of not less than two directors, each of whom shall qualify as an “outside director” as that term is defined under Section 162(m) of the Code (the “Committee”), shall administer the Plan. The Committee shall serve at the pleasure of the Board. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to qualify. Any member of the Committee may resign at any time by notice in writing mailed or delivered to the Secretary of the Company. Vacancies in the Committee shall be filled by the Board.
2.2 The Committee shall administer the Plan under such rules, regulations and criteria as it shall prescribe. Its decisions in the administration and interpretation of the Plan shall be final as to all interested parties and shall be and constitute acts of the Company.
ARTICLE III
Eligibility and Participation
3.1 The persons eligible to participate in the Plan shall be those senior executive officers who are, or, as determined in the discretion of the Committee, may become, “covered employees” (as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, the “Code”) of the Company for the applicable taxable year of the Company.
3.2 The Committee shall from time to time designate the employees eligible for participation in the Plan. The persons so designated by the Committee are hereinafter called “participants.”
ARTICLE IV
Determination of Incentive Payments
4.1 Participants are eligible to receive an incentive payment under the Plan upon the attainment of objective performance goals (the “Performance Goals”) which are established by the Committee and relate to one or more of the following financial, operational or other business criteria with respect to the Company or any of its subsidiaries (the “Performance Criteria”): (i) net earnings (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization); (ii) economic value added (as determined by the Committee); (iii) sales or revenue; (iv) net income (either before or after taxes); (v) operating earnings; (vi) cash flow (including, but not limited to, operating cash flow and free cash flow); (vii) return on capital; (viii) return on invested capital;
A-1
(ix) return on shareholders’ equity; (x) return on assets; (xi) shareholder return; (xii) return on sales; (xiii) gross or net profit margin; (xiv) productivity; (xv) expense; (xvi) operating margin; (xvii) operating efficiency; (xviii) customer satisfaction; (xix) working capital efficiency; (xx) earnings per share; (xxi) price per share of the Company’s common stock; and (xxii) market share, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group or to market performance indicators or indices. Depending on the Performance Criteria used to establish the Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, platform or an individual. The achievement of each Performance Goal shall be determined in accordance with Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time (“Applicable Accounting Standards”).
4.2 On or before March 30 of each calendar year (each, a “Performance Period”), the Committee shall establish the Performance Goals for that Performance Period and shall determine the method by which a participant’s incentive payments hereunder shall be calculated for that Performance Period, based on the attainment of such Performance Goals. Such method may include, but shall not be limited to, determining a participant’s incentive payments by allocating to the Executive a designated percentage of the incentive compensation fund established each year under Article III of the Company’s Incentive Compensation Plan to be payable upon attainment of the applicable Performance Goals. Without limiting its authority hereunder, the Committee may condition payment of a participant’s incentive payments on additional service-related criteria; e.g., that the participant remain in the employ of the Company for the entire Performance Period.
4.3 After the end of the applicable Performance Period, the Committee shall certify in writing whether the Performance Goals and any other material terms of the incentive payment have been satisfied (such written certification may take the form of minutes of the Committee). Notwithstanding the foregoing, such determinations shall in all events be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.
4.4 The Committee shall have the discretion, prior to making any incentive payment, to decrease, but not increase, the incentive payment otherwise calculated pursuant to Section 4.1. In no event shall the annual incentive payment to any participant exceed $5.0 million.
4.5 The Committee may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals. Such adjustments may include one or more of the following: (i) items related to a change in accounting principle; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the disposal of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; or (xiv) items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions.
ARTICLE V
Method of Making Incentive Payments
Incentive payments awarded under the Plan shall be paid in cash. The amount of any incentive payment to be made to a participant in cash shall be paid as soon as practicable (but not later than six months) after the close of the fiscal year for which such incentive payment is awarded.
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ARTICLE VI
General Provisions
6.1 Neither the establishment of the Plan nor the selection of any employee as a participant shall give any participant any right to be retained in the employ of the Company or any subsidiary of the Company, or any right whatsoever under the Plan other than to receive incentive payments awarded by the Committee.
6.2 The place of administration of the Plan shall be conclusively deemed to be within the State of Connecticut, and the validity, construction, interpretation and effect of the Plan, its rules and regulations and the rights of any and all participants having or claiming to have an interest therein or thereunder shall be governed by and determined conclusively and solely in accordance with the laws of the State of Connecticut, without regard to any conflicts of laws provisions.
6.3 No member of the Board of Directors of the Committee shall be liable to any person in respect of the Plan for any act or omission of such member or of any other member or of any officer, agent or employee of the Company.
6.4 This Plan shall not be deemed the exclusive method of providing incentive compensation to a participant or any other employee of the Company or a subsidiary of the Company.
6.5 The Company or any subsidiary making a payment hereunder shall withhold therefrom such amounts as may be required by federal, state or local law.
ARTICLE VII
Amendment, Suspension or Termination
The Board of Directors of the Company may from time to time amend, suspend or terminate, in whole or in part, any or all of the provisions of the Plan, provided that (i) no such action shall affect the rights of any participant or the operation of the Plan with respect to any payment to which a participant may have become entitled, deferred or otherwise, prior to the effective date of such action, and (ii) no amendment that requires shareholder approval in order for incentive payments hereunder to be deductible under the Code may be made without approval of the shareholders of the Company.
ARTICLE VIII
Effective Date of the Plan
The Plan shall become effective as of January 1, 2011, subject to approval by shareholders in May,2011. So long as the Plan shall not have been previously terminated by the Company, it shall be resubmitted for approval by the Company’s shareholders in 2016, and every fifth year thereafter. In addition, the Plan shall be resubmitted to the Company’s shareholders for approval as required by Section 162(m) of the Code if it is amended in any way that changes the material terms of the Plan’s Performance Goals, including by materially modifying the Performance Goals, increasing the maximum incentive payment payable under the Plan or changing the Plan’s eligibility requirements.
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M32413-P05247
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
HUBBELL INCORPORATED For-Notice of 2014 Annual Meeting of Shareholders May 2, 2011 9:00 AM& Proxy Statement55(For Shares of Class A Common Stock)The undersigned hereby appoints each of TIMOTHY H. POWERS and MEGAN C. PRENETA as proxies of the undersigned, with full power of substitution, to vote the shares of the undersigned in Hubbell Incorporated Class A Common Stock at the annual meeting of its shareholders and at any postponement, continuation or adjournment thereof upon the matters set forth in the notice of meeting and proxy statement for the 2011 annual meeting of shareholders and upon all other matters properly coming before said meeting or any postponement, continuation or adjournment thereof. This proxy will be voted FOR the election of each nominee for director, FOR Proposals 2, 3 and 4, and for 3 YEARS for Proposal 5, unless a contrary specification is made, in which case it will be voted in accordance with such specification. The proxies are authorized to vote upon such other business as may properly come before the annual meeting or at any postponement, continuation or adjournment thereof in their discretion.
Address Changes/Comments:(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side
reliable | electrical | solutions HUBBELL INCORPORATED
40 WATERVIEW DRIVE
SHELTON, CT 06484
ATTN: CORPORATE SECRETARY
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
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Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
HUBBELL INCORPORATED
40 Waterview Drive
Shelton, CT 06484
ATTN:Corporate Secretary
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Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
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| | | | | | | | | | | | | | | | | | | | | | HUBBELL INCORPORATEDThe Board of Directors recommends that you vote
FOR the following:
| | For
All | | Withhold
All | | For All
Except | | To withhold authority to vote for any individual
nominee(s), mark “For All Except” and write the
number(s) of the nominee(s) on the line below. | | | | | | | | | | | | | | | | | | | | 1. Election of Directors | | | o | | | | o | | | | o | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Nominees: | | | | 01) | | Timothy H. Powers | | 06) | | G. Jackson Ratcliffe | | | | | | | | | | | | | | 02) | | Lynn J. Good | | 07) | | Carlos A. Rodriguez | | | | | | | | | | | | | | 03) | | Anthony J. Guzzi | | 08) | | Richard J. Swift | | | | | | | | | | | | | | 04) | | Neal J. Keating | | 09) | | Daniel S. Van Riper | | | | | | 05) | | Andrew McNally IV | | | | | | | | |
| | | | | | | | | | | | | | | | | | Nominees: | | | | | | | | | | | | 01 | | Carlos M. Cardoso | | 02 | | Lynn J. Good | 03 | | Anthony J. Guzzi | 04 | | Neal J. Keating | 05 | | John F. Malloy | | 06 | | Andrew McNally IV | | 07 | | David G. Nord | 08 | | G. Jackson Ratcliffe | 09 | | Carlos A. Rodriguez | 10 | | John G. Russell | | 11 | | Steven R. Shawley | | 12 | | Richard J. Swift | | | | | | | | | |
| | | | | | | | | | | | | The Board of Directors recommends you vote 3 years on the following proposal:
| | 1 Year | | 2 Years | | 3 Years | | Abstain | | | | | | | | | | | | | | 5. | | Recommendation, by non-binding vote, of the frequency with which executive compensation will be subject to a shareholder advisory vote. | | o | | o | | o | | | o | | | | | | | | | | | | | | | NOTE:Voting items may also include such other business as may properly come before the meeting or any postponement, continuation or adjournment thereof. |
| For address change/comments, mark here.
(see reverse for instructions) | | | | | | | |
For address changes and/or comments, please check this box and o
write them on the back where indicated.
| | Yes | | | | | | | No | | | | | Please indicate if you plan to attend this meeting. | | | o | | | | o | | | | | | | | | | | | | | | | | | | Yes | | No | | |
| | | | | | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. | |
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary,
please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or
partnership, please sign in full corporate or partnership name, by authorized officer. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | Signature (Joint Owners) | | Date | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and& Proxy Statement, and Annual Report on Form 10K is/are available at www.proxyvote.com. www.proxyvote.com.M32415-P05247
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS HUBBELL
INCORPORATED
For Annual Meeting of Shareholders, May 2, 20116, 2014 9:00 AM
(For Shares of Class B Common Stock)
The undersigned hereby appoints each of TIMOTHY H. POWERSAN-PING HSIEH and MEGAN C. PRENETA as proxies of the undersigned, with full power of substitution, to vote the shares of the undersigned in Hubbell IncorporatedClass BA Common Stockat the annual meeting of its shareholders and at any postponement, continuation or adjournment thereof upon the matters set forth in the notice of meeting and proxy statement for the 20112014 annual meeting of shareholders and upon all other matters properly coming before said meeting or any postponement, continuation or adjournment thereof.This proxy will be voted FOR the election of each nominee for director, and FOR Proposals 2 3 and 4, and for 3, YEARS for Proposal 5, unless a contrary specification is made, in which case it will be voted in accordance with such specification. The proxies are authorized to vote upon such other business as may properly come before the annual meeting or at any postponement, continuation or adjournment thereof in their discretion. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
change/comments: | | | | | | | | | | (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) | |
Continued and to be signed on reverse side 
HUBBELL INCORPORATED
40 WATERVIEW DRIVE
SHELTON, CT 06484
ATTN: CORPORATE SECRETARY
VOTE BY INTERNET -www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
HUBBELL INCORPORATED
40 Waterview Drive
Shelton, CT 06484
ATTN:Corporate Secretary
| | | | VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | | | | M32414-P05247 | | KEEP THIS PORTION FOR YOUR RECORDS | | DETACH | | | | | | DETACH AND RETURN THIS PORTION ONLY | | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| | | | | | | | | | | | | | | | | | | | | | HUBBELL INCORPORATEDThe Board of Directors recommends you vote
FOR the following:
| | For
All | | Withhold
All | | For All
Except | | To withhold authority to vote for any individual
nominee(s), mark “For All Except” and write the
number(s) of the nominee(s) on the line below. | | | | | | | | | | | | | | | | | | | | 1. Election of Directors | | | o | | | | o | | | | o | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Nominees: | | | | 01) | | Timothy H. Powers | | 06) | | G. Jackson Ratcliffe | | | | | | | | | | | | | | 02) | | Lynn J. Good | | 07) | | Carlos A. Rodriguez | | | | | | | | | | | | | | 03) | | Anthony J. Guzzi | | 08) | | Richard J. Swift | | | | | | | | | | | | | | 04) | | Neal J. Keating | | 09) | | Daniel S. Van Riper | | | | | | 05) | | Andrew McNally IV | | | | | | | | |
| | | | | | | | | | | | | | | | | | Nominees: | | | | | | | | | | | | 01 | | Carlos M. Cardoso | | 02 | | Lynn J. Good | 03 | | Anthony J. Guzzi | 04 | | Neal J. Keating | 05 | | John F. Malloy | | 06 | | Andrew McNally IV | | 07 | | David G. Nord | 08 | | G. Jackson Ratcliffe | 09 | | Carlos A. Rodriguez | 10 | | John G. Russell | | 11 | | Steven R. Shawley | | 12 | | Richard J. Swift | | | | | | | | | |
| | | | | | | | | | | | | The Board of Directors recommends you vote 3 years on the following proposal:
| | 1 Year | | 2 Years | | 3 Years | | Abstain | | | | | | | | | | | | | | 5. | | Recommendation, by non-binding vote, of the frequency with which executive compensation will be subject to a shareholder advisory vote. | | o | | o | | o | | | o | | | | | | | | | | | | | | | NOTE:Voting items may also include such other business as may properly come before the meeting or any postponement, continuation or adjournment thereof. |
| For address change/comments, mark here.
(see reverse for instructions) | | | | | | | |
For address changes and/or comments, please check this box and o
write them on the back where indicated.
| | Yes | | | | | | | No | | | | | Please indicate if you plan to attend this meeting. | | | o | | | | o | | | | | | | | | | | | | | | | | | | Yes | | No | | |
| | | | | | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. | |
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary,
please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or
partnership, please sign in full corporate or partnership name, by authorized officer. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | Signature (Joint Owners) | | Date | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, and Annual Report on Form 10K is/are available atwww.proxyvote.com. PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS HUBBELL
INCORPORATED
For Annual Meeting of Shareholders, May 6, 2014 9:00 AM The undersigned hereby appoints each of AN-PING HSIEH and MEGAN C. PRENETA as proxies of the undersigned, with full power of substitution, to vote the shares of the undersigned in Hubbell IncorporatedClass B Common Stockat the annual meeting of its shareholders and at any postponement, continuation or adjournment thereof upon the matters set forth in the notice of meeting and proxy statement for the 2014 annual meeting of shareholders and upon all other matters properly coming before said meeting or any postponement, continuation or adjournment thereof.This proxy will be voted FOR the election of each nominee for director, and FOR Proposals 2 and 3, unless a contrary specification is made, in which case it will be voted in accordance with such specification. The proxies are authorized to vote upon such other business as may properly come before the annual meeting or at any postponement, continuation or adjournment thereof in their discretion. Address change/comments: | | | | | | | | | | (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) | |
Continued and to be signed on reverse side 
|
