UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ¨                              Filed by a Partyparty other than the Registrant  ¨

Check the appropriate box:

IDEX Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

IDEX CORPORATION

1925 West Field Court, Suite 200

Lake Forest, IL 60045

March 5, 20132014

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of IDEX Corporation (the Company) which will be held on Tuesday, April 9, 2013,8, 2014, at 9:00 a.m. Central Time, at the Lake Forest Graduate School of Business, 1905 West Field Court, Lake Forest,The Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling, Illinois 60045.60090.

Details of the business to be conducted at the Annual Meeting are given in the attached Notice of Annual Meeting and Proxy Statement. Included with the Proxy Statement is a copy of the Company’s 20122013 Annual Report. We encourage you to read the Annual Report. It includes information on the Company’s operations, markets, products and services, as well as the Company’s audited financial statements.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted. Therefore, we urge you to sign, date, and promptly return the accompanying proxy card in the enclosed envelope. Alternatively, you can vote over the telephone or the Internet as described on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy card, or voted by telephone or over the Internet.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of the Company. We look forward to seeing you at the Annual Meeting.

Sincerely,

ANDREW K. SILVERNAIL

Chairman of the Board, President and

Chief Executive Officer

IDEX CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

APRIL 9, 20138, 2014

To the Stockholders:

The Annual Meeting of Stockholders of IDEX Corporation (the “Company”)Company) will be held on Tuesday, April 9, 2013,8, 2014, at 9:00 a.m. Central Time, at the Lake Forest Graduate School of Business, 1905 West Field Court, Lake Forest,The Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling, Illinois 60045,60090, for the following purposes:

The Board of Directors fixed the close of business on February 15, 2013,14, 2014, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

You may obtain directions to the location of the Annual Meeting by visiting our website at www.idexcorp.com.

By Order of the Board of Directors

FRANK J. NOTARO

Vice President—President — General Counsel

and Secretary

March 5, 20132014

Lake Forest, Illinois

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 9, 20138, 2014

The Proxy Statement and 20122013 Annual Report of IDEX Corporation are available at:

http://phx.corporate-ir.net/phoenix.zhtml?c=83305&p=irol-reportsAnnual

PROXY STATEMENT

IDEX Corporation (the Company or IDEX) has prepared this Proxy Statement in connection with the solicitation by the Company’s Board of Directors of proxies for the Annual Meeting of Stockholders to be held on Tuesday, April 9, 2013,8, 2014, at 9:00 a.m. Central Time, at the Lake Forest Graduate School of Business, 1905 West Field Court, Lake Forest,The Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling, Illinois 60045.60090. The Company commenced distribution of this Proxy Statement and the accompanying materials on March 5, 2013.2014.

The Company will bear the costs of preparing and mailing this Proxy Statement and other costs of the proxy solicitation made by the Board of Directors. Certain of the Company’s officers and employees may solicit the submission of proxies authorizing the voting of shares in accordance with the Board of Directors’ recommendations, but no additional remuneration will be paid by the Company for the solicitation of those proxies. These solicitations may be made by personal interview, telephone, email or facsimile transmission. The Company has made arrangements with brokerage firms and other record holders of the Company’sits Common Stock for the forwarding of proxy solicitation materials to the beneficial owners of that stock. The Company will reimburse those brokerage firms and others for their reasonable out-of-pocket expenses in connection with this work. In addition, the Company has engaged Morrow & Co., LLC, 470 West Ave., Stamford, Connecticut to assist in proxy solicitation and collection at a cost of $6,000, plus out-of-pocket expenses.

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VOTING AT THE MEETING

The record of stockholders entitled to notice of, and to vote at, the Annual Meeting was taken as of the close of business on February 15, 2013,14, 2014, and each stockholder will be entitled to vote at the meeting any shares of the Company’s Common Stock held of record on that date. 82,523,65880,851,529 shares of the Company’s Common Stock were outstanding at the close of business on February 15, 2013.14, 2014. Each share entitles its holder of record to one vote on each matter upon which votes are taken at the Annual Meeting. No other securities are entitled to be voted at the Annual Meeting.

A quorum of stockholders is necessary to take action at the Annual Meeting. A majority of outstanding shares of the Company’s Common Stock present in person or represented by proxy will constitute a quorum. The Company will appoint election inspectors for the meeting to determine whether or not a quorum is present, and to tabulate votes cast by proxy or in person. Under certain circumstances, a broker or other nominee may have discretionary authority to vote shares of Common Stock if instructions have not been received from the beneficial owner or other person entitled to vote. The election inspectors will treat directions to withhold authority, abstentions and broker non-votes (which occur when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because such broker or other nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner) as present and entitled to vote for purposes of determining the presence of a quorum for the transaction of business at the Annual Meeting. The following sets forth the voting procedures for each proposal at the Annual Meeting:

Proposal 1 — Election of Directors. Directors are elected by a plurality of the votes cast at the Annual Meeting. DirectionsMeeting; provided however, that the Company’s Corporate Governance Guidelines provide for a “plurality plus” standard with respect to the election of directors, under which any nominee who receives a greater number of withhold authority, abstentionsvotes than affirmative votes in an uncontested election is required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee of the Board of Directors, as more fully described under Proposal 1 — Election of Directors. Abstentions and broker non-votes will have no effect on the election of directors.

Proposal 2 — Advisory Vote on Executive Compensation. Approval of the compensation of the Company’s named executive officers will require the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the effect of a vote against approval and broker non-votes will have no effect on the vote.

Proposal 3 — Ratification of Auditors. Approval of ratification of the auditors will require the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the effect of a vote against approval and broker non-votes will have no effect on the vote.

The Company requests that you mark the accompanying proxy card to indicate your votes, sign and date it, and return it to the Company in the enclosed envelope, or vote by telephone or over the Internet as described on the proxy card. If you vote by telephone or over the Internet, you should not mail your proxy card. If your completed proxy card or telephone or Internet voting instructions are received prior to the meeting, your shares will be voted in accordance with your voting instructions. If you sign and return your proxy card but do not give voting instructions, your shares will be voted FOR the election of the Company’s nominees as directors, FOR approval of the compensation of the Company’s named executive officers, FOR approval of the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2013,2014, and in the discretion of the proxy holders as to any other business which may properly come before the meeting. Any proxy solicited hereby may be revoked by the person or persons giving it at any time before it has been exercised at the Annual Meeting by giving notice of revocation to the Company in writing prior to the meeting. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy card, or voted by telephone or over the Internet. The Company requests that all such written notices of revocation to the Company be addressed to Frank J. Notaro, Vice President - General Counsel and Secretary, IDEX Corporation, 1925 West Field Court, Suite 200, Lake Forest, IL 60045.

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PROPOSAL 1 — ELECTION OF DIRECTORS

The Company’s Restated Certificate of Incorporation, as amended, provides for a three-class Board, with one class being elected each year for a term of three years. The Board of Directors currently consists of tennine members, four of whom are Class III directors whose terms will expire at this year’s Annual Meeting, three of whom are Class I directors whose terms will expire at thethis year’s Annual Meeting, to be held in 2014, and three of whom are Class II directors whose terms will expire at the Annual Meeting to be held in 2015. Ms. Chandy who is currently serving as a2015, and three of whom are Class III directordirectors whose terms will not stand for election this year. As a result,expire at the Board of Directors willAnnual Meeting to be reduced to nine members at this year’s Annual Meeting.held in 2016.

The Board of Directors has nominated three individuals for election as Class IIII directors to serve for a three-year term expiring at the Annual Meeting to be held in 2016,2017, or upon the election and qualification of their successors. The nominees of the Board of Directors are ErnestBradley J. Mrozek, David C. ParryBell, Gregory F. Milzcik and Livingston L. Satterthwaite,Andrew K. Silvernail, each of whom is currently serving as a director of the Company. The nominees and the directors serving in Class III and Class IIIII whose terms expire in future years and who will serve or continue to serve after the Annual Meeting are listed below with brief statements setting forth their present principal occupations and other information, including any directorships in other public companies, and their particular experiences, qualifications, attributes and skills that lead to the conclusion they should serve as a director.

If for any reason any of the nominees are unavailable to serve, proxies solicited hereby may be voted for a substitute. The Board, however, expects the nominees to be available.

Under the Company’s Corporate Governance Guidelines, any director nominee who receives a greater number of withhold votes than affirmative votes in an uncontested election is required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee of the Board of Directors within 90 days from the date of election. The Nominating and Corporate Governance Committee must then consider all of the relevant facts and circumstances and recommend to the Board of Directors the action to be taken with respect to the offer of resignation.

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The Company’s Board of Directors Recommends a Vote FOR

the Nominees in Class IIII Identified Below.

Nominees for Election

Class III:I: Nominees for Three-Year Term

Mr. Mrozek served as Vice Chairman and Chief Financial Officer of The ServiceMaster Company from prior to 2007 until his retirement in March 2008. Mr. Mrozek is a director of G&K Services, Inc.

Mr. Mrozek’s strategic and operating leadership skills, his extensive experience and expertise in the business services industry and his financial reporting expertise led to the conclusion that he should serve on the Board of Directors. Through over 20 years of executive experience in various senior positions in general management, operations and finance at ServiceMaster, a residential and commercial service company, Mr. Mrozek developed extensive knowledge of the business services industry and gained valuable financial expertise and experience in mergers and acquisitions. Prior to joining ServiceMaster in 1987, Mr. Mrozek spent 12 years in public accounting with Arthur Andersen & Co. Mr. Mrozek has also acquired substantial experience in corporate governance as a director on the boards of several public and private companies. Mr. Mrozek received a bachelor of science degree in accountancy with honors from the University of Illinois and is a certified public accountant.

Mr. Mrozek is a member, and effective April 9, 2013 will become Chairman of the Audit Committee of the Board of Directors.

Mr. Parry has served as Vice Chairman of Illinois Tool Works Inc. (ITW) since 2010. From 2007 to 2010, Mr. Parry was Executive Vice President of ITW with responsibility for the Polymers and Fluids Group.

Mr. Parry’s strategic and operating leadership skills and global commercial perspective gained from over 30 years of international business leadership experience, his significant acquisition experience and his extensive expertise in the industrial products manufacturing industry led to the conclusion that he should serve on the Board of Directors. During 18 years of executive and management experience in various senior management positions at ITW, a multinational manufacturer of a diversified range of industrial products and equipment, Mr. Parry has successfully grown the operations and profitability of multiple business units and helped ITW complete numerous acquisitions. Prior to joining ITW in 1994, Mr. Parry spent 17 years in various executive and management positions at Imperial Chemical Industries, which at the time was one of the largest chemical producers in the world. Mr. Parry received a bachelor of science degree in chemistry, a master of science degree in chemistry and a Ph.D. in polymer chemistry from Victoria University of Manchester, Manchester, England.

Mr. Parry is a member of the Audit Committee of the Board of Directors.

Mr. Satterthwaite has served as President of Cummins Power Generation, a unit of Cummins, Inc. (Cummins), since June 2008. From prior to 2007 to 2008, Mr. Satterthwaite was Vice President, Generator Set Business at Cummins Power Generation.

Mr. Satterthwaite’s business leadership and sales skills, international experience and extensive experience in industrial manufacturing led to the conclusion that he should serve on the Board of

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Directors. Since joining Cummins in 1988, Mr. Satterthwaite has held various positions at Cummins Power Generation and other divisions of Cummins, including 14 years in managerial and sales positions in the United Kingdom and Singapore. Prior to joining Cummins, Mr. Satterthwaite spent four years at Schlumberger Limited, an oilfield services provider, as a General Field Engineer. Mr. Satterthwaite received a bachelor of science degree in civil engineering from Cornell University and a masters in business administration degree from Stanford University.

Mr. Satterthwaite is a member of the Audit Committee of the Board of Directors.

Other Incumbent Directors

Class I: Three-Year Term Expires in 2014

Mr. Bell served as Executive Vice President and Chief Financial Officer of Nalco Company (Nalco) from prior to 20072008 until his retirement in 2010. Mr. Bell is a director of Compass Minerals International, Inc. and Hennessy Capital Acquisition Corp.

Mr. Bell’s business leadership skills, his knowledge of technology and manufacturing industries, his financial reporting expertise and his corporate governance and executive compensation experience led to the conclusion that he should serve on the Board of Directors. For over seven years, Mr. Bell served as executive vice president and chief financial officer of Nalco. In addition, Mr. Bell has over 30 years combined experience as an executive in the technology and manufacturing industries, including positions at Rohm and Haas Company, Whirlpool Corporation and Bundy Corporation. Through his experience, Mr. Bell has developed valuable financial expertise and experience in mergers and acquisitions, private equity and capital markets transactions. Mr. Bell has a long career in corporate finance, including more than 12 years of experience as chief financial officer of a publicly traded company, during which he obtained significant financial management and reporting expertise. He has held directorships at publicly traded companies for over 20 years, during which he chaired governance, audit and compensation committees. Through his executive experience and board memberships, Mr. Bell has acquired substantial training and experience in corporate governance and executive compensation. Mr. Bell received a bachelor of science degree in finance with high honors from the University of Illinois and a master of business administration degree with distinction from Harvard University.

Mr. Bell is Chairman of the Nominating and Corporate Governance Committee and a member of the Compensation Committee of the Board of Directors.

Mr. Silvernail was appointed Chairman of the Board effective January 1, 2012. Mr. Silvernail has served as President and Chief Executive Officer and a director of the Company since August 10, 2011. Prior to his appointment as President and Chief Executive Officer, Mr. Silvernail served since January 2011 as Vice President Group Executive of Health & Science Technologies, Global Dispensing and Fire & Safety/Diversified Products. From February 2010 to December 2010, Mr. Silvernail was Vice President Group Executive of Health & Sciences Technologies and Global Dispensing. Mr. Silvernail joined IDEX in January 2009 as Vice President Group Executive of Health & Science Technologies. Prior to joining IDEX, Mr. Silvernail served as Group President at Rexnord Industries, Inc. from April 2007 to August 2008. Mr. Silvernail’s relevant experience with engineering and technology industries in general, together with his extensive management experience led to the conclusion that he should serve on the Board of Directors. Mr. Silvernail received his bachelor of science degree from Dartmouth College and his masters of business administration degree from Harvard University.

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Mr. Milzcik has served as President and Chief Executive Officer of Barnes Group Inc. (Barnes) sincefrom prior to 2007.2008 until his retirement in 2013. Mr. Milzcik is a director of Barnes.Kulicke & Soffa Industries Inc.

Mr. Milzcik’s business leadership skills, his relevant experience in industrial manufacturing, his corporate governance and executive compensation training and his extensive technical and management education led to the conclusion that he should serve on the Board of Directors. Through his executive experience at Barnes Group, Mr. Milzcik has obtained a unique understanding of the industrial manufacturing business environment and gained exposure to and familiarity with IDEX’s customer base. In addition, Mr. Milzcik gained experience with international commerce, government contracting, complex project management, intellectual property management and industry cyclicality, which enrich his perspective as a director of the Company. Mr. Milzcik has acquired substantial training in corporate governance and executive compensation through his executive experience, board memberships and attendance at the Harvard Directors College, Stanford Directors College and ODX/Columbia Director Education Program, and has been named a Board Leadership Fellow by the National Association of Corporate Directors. Mr. Milzcik received a bachelor of science degree in applied science and technology from Thomas Edison State College, a master’s degree in management and administration from Cambridge College, a certificate of graduate studies in administration and management from Harvard University and a doctorate from Case Western Reserve University, with

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research focusing on management systems in cyclical markets. Mr. Milzcik is a Certified Manufacturing Engineer through the Society of Manufacturing Engineers, and has aan FAA Airframe and Power Plant License.

Mr. Milzcik is a member of the Compensation Committee of the Board of Directors. Effective April 8, 2014, Mr. Milzcik will become a member of the Audit Committee, and will cease to be a member of the Compensation Committee, of the Board of Directors.

Mr. Silvernail was appointed Chairman of the Board effective January 1, 2012. Mr. Silvernail has served as President and Chief Executive Officer and a director of the Company since August 10, 2011. Prior to his appointment as President and Chief Executive Officer, Mr. Silvernail served since January 2011 as Vice President Group Executive of the Company’s Health & Science Technologies, Global Dispensing and Fire & Safety/Diversified Products business segments. From February 2010 to December 2010, Mr. Silvernail was Vice President Group Executive of the Company’s Health & Sciences Technologies and Global Dispensing business segments. Mr. Silvernail joined IDEX in January 2009 as Vice President Group Executive of Health & Science Technologies. Mr. Silvernail is a director of Stryker Corporation.

Mr. Silvernail’s relevant experience with engineering and technology industries in general, together with his extensive management experience led to the conclusion that he should serve on the Board of Directors. Mr. Silvernail received his bachelor of science degree in government from Dartmouth College and his masters of business administration degree from Harvard University.

Other Incumbent Directors

Class II: Three-Year Term Expires in 2015

Mr. Cook has served as Chairman, President and Chief Executive Officer of Donaldson Company, Inc. (Donaldson) since prior to 2007.2008. Mr. Cook is a director of Donaldson Company and Valspar Corporation.

Mr. Cook’s strong business and organizational leadership skills and his relevant experience in technological industries led to the conclusion that he should serve on the Board of Directors. Mr. Cook is a 32-year33-year veteran of Donaldson Company, a technology-driven global company that manufactures filtration systems designed to remove contaminants from air and liquids. Throughout his career at Donaldson Company, Mr. Cook has served in several senior executive positions, and was elected as a director in 2004. Mr. Cook received a bachelor of science degree in business administration and a master of business administration degree from Virginia Polytechnic Institute and State University.

Mr. Cook is Chairmana member of the Audit Committee of the Board of Directors.

Mr. Tokarz has been a member of The Tokarz Group L.L.C. since prior to 2007.2008. Mr. Tokarz is a director of CNO Financial Group, MVC Capital, Inc., Walter Investment Management Corp., Walter Energy, Inc., and Mueller Water Products, Inc.

Mr. Tokarz’s knowledge and experience in banking and finance, his entrepreneurial and business leadership skills, his extensive board experience, his corporate governance training and his prominent position in the business community led to the conclusion that he should serve on the Board of

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Directors. Mr. Tokarz is a senior investment professional with over 30 years of lending and investment

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experience. He has extensive experience in leveraged buyouts, financings, restructurings and dispositions. He is currently the Chairman of The Tokarz Group L.L.C., a private, New York-based merchant bank founded by Mr. Tokarz in 2002, and Chairman and Portfolio Manager of MVC Capital, Inc., a registered investment company advised by The Tokarz Group. Mr. Tokarz has served on the boards of publicly traded companies for over 20 years. Through his executive experience and board memberships, Mr. Tokarz has acquired substantial experience in corporate governance. Mr. Tokarz chairs the board of directors of the Illinois Emerging Technologies Fund and is a member of the Illinois VENTURES board of managers. Mr. Tokarz received a bachelor of arts degree in economics, with high distinction, and a master of business administration degree from the University of Illinois at Urbana-Champaign. Mr. Tokarz is a certified public accountant.

Mr. Tokarz is Lead Director of the Board of Directors, Chairman of the Compensation Committee of the Board of Directors and a member of the Nominating and Corporate Governance Committee of the Board of Directors.

Ms. Warner has been Chairman and CEOChief Executive Officer of Sapphire Energy, Inc. since 2012. From 2009 to 2011, Ms. Warner was Chairman and President of Sapphire Energy. From 2007prior to 2008, Ms. Warner was Group Vice President, Global Refining, BP plc.

Ms. Warner’s operating leadership skills, international experience and extensive experience in the energy, refining and transportation industries led to the conclusion that she should serve on the Board of Directors. During her 25 years at BP and Amoco, Inc., Ms. Warner gained significant knowledge of the global energy industry and served in numerous leadership roles, including overseeing BP’s Global Refining business and its Health Safety Security Environment, with a consistent record of success in coordinating the operations of thousands of employees across BP’s global facilities. In her current role as CEOChief Executive Officer of Sapphire Energy, an alternative energy venture, Ms. Warner has overseen the raising of substantial investment capital and the successful completion of a new demonstration facility for the company. Ms. Warner received a bachelor of engineering degree in chemical engineering from Vanderbilt University and a masters of business administration degree from Illinois Institute of Technology.

Ms. Warner is a member of the Nominating and Corporate Governance Committee of the Board of Directors. Effective April 8, 2014, Ms. Warner will become a member of the Compensation Committee of the Board of Directors.

Class III: Three-Year Term Expires in 2016

Mr. Mrozek served as Vice Chairman and Chief Financial Officer of The ServiceMaster Company from prior to 2008 until his retirement in March 2008. Mr. Mrozek is a director of G&K Services, Inc.

Mr. Mrozek’s strategic and operating leadership skills, his extensive experience and expertise in the business services industry and his financial reporting expertise led to the conclusion that he should serve on the Board of Directors. Through over 20 years of executive experience in various senior positions in general management, operations and finance at ServiceMaster, a residential and commercial service company, Mr. Mrozek developed extensive knowledge of the business services industry and gained valuable financial expertise and experience in mergers and acquisitions. Prior to joining ServiceMaster in 1987, Mr. Mrozek spent 12 years in public accounting with Arthur Andersen & Co. Mr. Mrozek has also acquired substantial experience in corporate governance as a director on the boards of several public and private companies. Mr. Mrozek received a bachelor of science degree in accountancy with honors from the University of Illinois and is a certified public accountant.

Mr. Mrozek is Chairman of the Audit Committee of the Board of Directors.

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Mr. Parry has served as Vice Chairman of Illinois Tool Works Inc. (ITW) since 2010. From prior to 2008 until 2010, Mr. Parry was Executive Vice President of ITW with responsibility for the Polymers and Fluids Group.

Mr. Parry’s strategic and operating leadership skills and global commercial perspective gained from over 30 years of international business leadership experience, his significant acquisition experience and his extensive expertise in the industrial products manufacturing industry led to the conclusion that he should serve on the Board of Directors. During 18 years of executive and management experience in various senior management positions at ITW, a multinational manufacturer of a diversified range of industrial products and equipment, Mr. Parry has successfully grown the operations and profitability of multiple business units and helped ITW complete numerous acquisitions. Prior to joining ITW in 1994, Mr. Parry spent 17 years in various executive and management positions at Imperial Chemical Industries, which at the time was one of the largest chemical producers in the world. Mr. Parry received a bachelor of science degree in chemistry, a master of science degree in chemistry and a Ph.D. in polymer chemistry from Victoria University of Manchester, Manchester, England.

Mr. Parry is a member of the Audit Committee of the Board of Directors.

Mr. Satterthwaite has served as President of Cummins Power Generation, a unit of Cummins, Inc., since June 2008. From prior to 2008, Mr. Satterthwaite was Vice President, Generator Set Business at Cummins Power Generation.

Mr. Satterthwaite’s business leadership and sales skills, international experience and extensive experience in industrial manufacturing led to the conclusion that he should serve on the Board of Directors. Since joining Cummins in 1988, Mr. Satterthwaite has held various positions at Cummins Power Generation and other divisions of Cummins, including 14 years in managerial and sales positions in the United Kingdom and Singapore. Prior to joining Cummins, Mr. Satterthwaite spent four years at Schlumberger Limited, an oilfield services provider, as a General Field Engineer. Mr. Satterthwaite received a bachelor of science degree in civil engineering from Cornell University and a masters in business administration degree from Stanford University.

Mr. Satterthwaite is a member of the Audit Committee of the Board of Directors. Effective April 8, 2014, Mr. Satterthwaite will become a member of the Compensation Committee, and will cease to be a member of the Audit Committee, of the Board of Directors.

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CORPORATE GOVERNANCE

Information Regarding the Board of Directors and Committees

The Board of Directors has the ultimate authority for the management of the Company’s business. In FebruaryNovember 2013, the Board affirmedamended the Company’s Corporate Governance Guidelines to add the plurality plus voting standard described in Proposal 1 and otherwise affirmed the Guidelines which, along with the charters of the Board committees, the Code of Business Conduct and Ethics, and the Standards for Director Independence, provide the framework for the governance of the Company. The Corporate Governance Guidelines address matters such as composition, election of directors, size and retirement age offor the Board, Board membership criteria, the role and responsibilities of the Board, director compensation, share ownership guidelines, and the frequency of Board meetings (including meetings to be held without the presence of management). The Code of Business Conduct and Ethics sets forth the guiding principles of business ethics and certain legal requirements applicable to all of the Company’s employees and directors. Copies of the current Corporate Governance Guidelines, the charters of the Board committees, the Code of Business Conduct and Ethics, and the Standards for Director Independence are available under the Investor Relations links on the Company’s website at www.idexcorp.com.

The Board selects the Company’s executive officers, delegates responsibilities for the conduct of the Company’s operations to those officers, and monitors their performance. Without limiting the generality of the foregoing, the Board of Directors oversees an annual assessment of enterprise risk exposure, and the management of such risk, conducted by the Company’s executives. When assessing enterprise risk, the Board focuses on the achievement of organizational objectives, including strategic objectives, to improve long-term performance and enhance stockholder value. Direct oversight allows the Board to assess management’s inclination for risk, to determine what constitutes an appropriate level of risk for the Company and to discuss with management the means by which to control risk. In addition, while the Board of Directors has the ultimate oversight responsibility for the risk management process, the Audit Committee focuses on financial risk management and exposure.exposure, and legal compliance. The Audit Committee receives an annual risk assessment report from the Company’s internal auditors and reviews and discusses the Company’s financial risk exposures and the steps management has taken to monitor, control and report those exposures.

The Company’s By-laws permit the Board to select its Chairman in the manner it determines to be most appropriate. The Corporate Governance Guidelines provide that, if the Chairman of the Board is not the Chief Executive Officer, and is an independent director, there shall be no Lead Director. If the Chairman of the Board is the Chief Executive Officer or is not an independent director, the independent directors shall elect an independent Lead Director. In connection with Mr. Silvernail’s appointment as Chairman, the Board appointed Michael T. Tokarz as Lead Director. The responsibilities of the Lead Director include:

The independent non-management directors of the Board meet separately as a group at every regularly scheduled Board meeting. The Chairman (if independent) or Lead Director (if the Chairman is not independent) generally presides at these non-management executive sessions. During 2012,2013, the Board held sevensix meetings.

The Board believes that its current leadership structure provides independent board leadership and engagement while deriving the benefit of having the CEO also serve as Chairman of the Board.

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The Chief Executive Officer, as the individual with primary responsibility for managing the Company’s

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day-to-day operations, is best positioned to chair regular Board meetings and to oversee discussion on business and strategic issues. Coupled with the existence of a Lead Director and regular executive sessions of the non-management directors, this structure provides independent oversight, including risk oversight, while facilitating the exercise of the Board’s responsibilities.

The Board has adopted standards for determining whether a director is independent. These standards are based upon the listing standards of the New York Stock Exchange and applicable laws and regulations, and are available on the Company’s website as described above. The Board has affirmatively determined, based on these standards, that the following directors, threetwo of whom are standing for election to the Board, are independent: Mr.Messrs. Bell, Ms. Chandy, Messrs. Cook, Milzcik, Mrozek, Parry, Satterthwaite and Tokarz, and Ms. Warner. Ms. Chandy who is currently serving as a Class III director is not standing for election. The Board has also determined that Mr. Silvernail, who is standing for election to the Board, is not independent. Mr. Silvernail is the Chairman of the Board, President and Chief Executive Officer of the Company. The Board has also determined that all Board standing committees are composed entirely of independent directors.

Important functions of the Board are performed by committees comprised of members of the Board. Subject to applicable provisions of the Company’s By-laws and based on the recommendations of the Nominating and Corporate Governance Committee, the Board as a whole appoints the members of each committee each year at its first meeting. The Board may, at any time, appoint or remove committee members or change the authority or responsibility delegated to any committee, subject to applicable law and listing standards. There are three standing committees of the Board: the Nominating and Corporate Governance Committee, the Audit Committee, and the Compensation Committee. Each committee has a written charter that is available on the Company’s website as described above.

The Nominating and Corporate Governance Committee’s primary purpose and responsibilities are to: develop and recommend to the Board corporate governance principles and a code of business conduct and ethics; develop and recommend criteria for selecting new directors; identify individuals qualified to become directors consistent with criteria approved by the Board, and recommend to the Board such individuals as nominees to the Board for its approval; make recommendations to the Board regarding any director who submits an offer of resignation by reason of the plurality plus voting standard under the Company’s Corporate Governance Guidelines; screen and recommend to the Board individuals qualified to become Chief Executive Officer and any other senior officer whom the committee may wish to approve; and oversee evaluations of the Board, individual Board members and Board committees. The members of the Nominating and Corporate Governance Committee are Mr.Messrs. Bell Ms. Chandy, Mr.and Tokarz, and Ms. Warner. During 2012,2013, the Nominating and Corporate Governance Committee held twothree meetings.

It is the policy of the Nominating and Corporate Governance Committee to consider nominees for the Board recommended by the Company’s stockholders in accordance with the procedures described under STOCKHOLDER“STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 20142015 ANNUAL MEETING.MEETING” below. Stockholder nominees who are nominated in accordance with these procedures will be given the same consideration as nominees for director from other sources.

The Nominating and Corporate Governance Committee selects nominees for the Board who demonstrate the following qualities:

Experience(in one or more of the following):

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Personal attributes:

Qualified candidates for membership on the Board are identified and considered based on the qualities described above, without regard to race, color, religion, sex, ancestry, national origin or disability. In the past, the Company has engaged executive search firms to help identify and facilitate the screening and interviewing of director candidates. After conducting an initial evaluation of a candidate, the Nominating and Corporate Governance Committee will interview that candidate if it believes the candidate suitable to be a director. The Committee may also ask the candidate to meet with other members of the Board. If the Committee believes a candidate would be a valuable addition to the Board, it will recommend to the full Board appointment or election of that candidate. Annually, the Nominating and Corporate Governance Committee reviews the qualifications and backgrounds of the directors, as well as the overall composition of the Board, and recommends to the full Board the slate of directors for nomination for election at the annual meeting of stockholders.

The Audit Committee’s primary duties and responsibilities are to: monitor the integrity of the Company’s financial reporting process and systems of internal control regarding finance, accounting and legal compliance; monitor the independence and performance of the Company’s independent registered public accounting firm and monitor the performance of the Company’s internal audit and compliance functions; hire and fire the Company’s independent registered public accounting firm and approve any audit and non-audit work performed by the independent registered public accounting firm; provide an avenue of communication among the independent registered public accounting firm, management and the Board; prepare the report that the rules of the Securities and Exchange Commission (SEC) require to be included in the Company’s annual proxy statement; and administer the Company’s Related Person Transactions Policy (see “Transactions With Related Persons” below). The members of the Audit Committee are Ms. Chandy and Messrs. Cook, Mrozek, Parry and Satterthwaite. Effective April 8, 2014, Mr. Satterthwaite will cease to be a member, and Mr. Milzcik will become a member of the Audit Committee. The Board has determined that each of Messrs. Cook and Mrozek is an “audit committee financial expert,” as defined by the rules of the SEC. During 2012,2013, the Audit Committee held 10 meetings.

The Compensation Committee’s primary duties and responsibilities are to: establish the Company’s compensation philosophy and structure the Company’s compensation programs to be consistent with that philosophy; establish the compensation of the Chief Executive Officer and other senior officers; develop and recommend to the Board compensation for the directors; and prepare the compensation committee report the rules of the SEC require to be included in the Company’s annual proxy statement. The members of the Compensation Committee are Messrs. Bell, Milzcik and Tokarz. Effective April 8, 2014, Mr. Milzcik will cease to be a member, and Mr. Satterthwaite and Ms. Warner will become members of the Compensation Committee. During 2012,2013, the Compensation Committee held sixthree meetings.

To assist the Compensation Committee in discharging its responsibilities, the Compensation Committee retained Towers Watson to act as an outside consultant. Towers Watson is engaged by, and reports directly to, the Compensation Committee. The Compensation Committee has reviewed the nature of the relationship between itself and Towers Watson, including all personal and business relationships between the committee members, Towers Watson and the individual compensation consultants who provide advice to the Compensation Committee. Based on its review the Compensation Committee did not identify any actual or potential conflicts of interest in Towers Watson’s engagement as an independent consultant. Towers Watson works with the Compensation Committee and management to structure the Company’s compensation programs and evaluate the

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competitiveness of its executive compensation levels. Towers Watson’s primary areas of assistance to the Compensation Committee are:

Towers Watson periodically provides the Compensation Committee and management market data on a variety of compensation-related topics. The Compensation Committee authorized Towers Watson to interact with the Company’s management, as needed, on behalf of the Compensation Committee, to obtain or confirm information.

During 2012,2013, each director attended more than 75% of the aggregate number of meetings of the Board and of committees of the Board of which he or she was a member. The Company encourages its directors to attend the annual meeting of stockholders but has no formal policy with respect to that attendance. All of the directors attended the 20122013 Annual Meeting of Stockholders.

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Compensation Committee Interlocks and Insider Participation

During 2012,2013, Messrs. Bell, Milzcik and Tokarz served as the members of the Compensation Committee. Neither Mr. Bell, Mr. Milzcik nor Mr. Tokarz (i) was an officer or employee of the Company or any of its subsidiaries during 2012,2013, (ii) was formerly an officer of the Company or any of its subsidiaries, or (iii) had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K under the Securities Act of 1933, as amended. There were no relationships between the Company’s executive officers and the members of the Compensation Committee that require disclosure under Item 407(e)(4) of Regulation S-K.

Transactions with Related Persons

The Board has adopted a written Related Person Transactions Policy regarding the review, approval and ratification of transactions with related persons. All related person transactions are approved by the Audit Committee. If the transaction involves a related person who is a director or immediate family member of a director, that director will not be included in the deliberations.deliberations regarding approval. In approving the transaction, the Audit Committee must determine that the transaction is fair and reasonable to the Company.

Compensation of Directors

The objectives of our director compensation program are to attract highly-qualified individuals to serve on our Board of Directors and align our directors’ interests with the interests of our stockholders. The Compensation Committee reviews the program at least annually to ensure that it continues to meet these objectives.

The Company believes that to attract and retain qualified directors, pay levels should be targeted at the 50th percentile (or median) of pay levels for directors at comparable companies. From time to time, the Compensation Committee, with the assistance of Towers Watson, evaluates the competitiveness of director compensation. The primary reference point for the determination of market pay is the peer group of companies used to benchmark the Company’s executive compensation. SeeFor further details on this topic, refer to “Market Benchmarking” under EXECUTIVE COMPENSATION.“Compensation Process and Oversight” in the Compensation Discussion and Analysis below. Market composite data derived from pay surveys available to Towers Watson and to the Company is also used.

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Our director compensation for 20122013 was based on the following:

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Equity grants upon initial election to the Board are made on the date of appointment. Annual equity grants are made on the first regularly scheduled meeting of the Board held each year. All grants are structured to provide approximately 50% of the expected value in the form of stock options and 50% of the expected value in the form of restricted stock awards, and are made under the IDEX Corporation Incentive Award Plan (Incentive Award Plan). The exercise price of each option is equal to the closing price of the Company’s Common Stock on the trading day the option is granted. The options become exercisable one year following their date of grant. The restricted stock vests in full on the earlierearliest of the third anniversary of the grant, failure of the director to be re-elected to the Board, or a change in control.control of the Company. The restricted stock is non-transferable until the recipient is no longer serving as a director, and is subject to forfeiture if the director terminates service as a director for reasons other than death, disability or retirement prior to vesting.retirement.

Under the Company’s Directors Deferred Compensation Plan, directors are permitted to defer their cash compensation as of the date their compensation would otherwise be payable. In general, directors must make elections to defer fees payable during a calendar year by the end of the preceding calendar year. Newly elected directors have up to 30 days to elect to defer future fees. All amounts deferred are recorded in a memorandum account for each director and are credited or debited with earnings or losses as if such amounts had been invested in an interest-bearing account or receive an investment return as if the funds were invested in certain mutual funds, at the option of the director. The deferred compensation credited to the interest-bearing account is adjusted on at least a quarterly basis with hypothetical earnings equal to the lesser of the Barclays Capital Long Term Bond AAA — Corporate Bond Index as of the first business day in November of the calendar year preceding the year for which the earnings are to be credited or 120% of the long-term applicable Federal rate (AFR) as of the first business day ofin November. In accordance with SEC rules, no earnings on deferred compensation are shown in the Director Compensation table below because no “above market” rates were earned on deferred amounts in 2012.2013. Directors must elect irrevocably to receive the deferred funds either in a lump sum or in equal annual installments of up to 10 years, and to begin receiving distributions either at termination of Board service or at a future specified date. If a director should die before all amounts credited under the Directors Deferred Compensation Plan have been paid, the unpaid balance in the participating director’s account will be paid to the director’s beneficiary. The memorandum accounts are not funded, and the right to receive future payments of amounts recorded in these accounts is an unsecured claim against the Company’s general assets. Messrs. Satterthwaite and Tokarz currently defer all of their director fees into the Directors Deferred Compensation Plan.

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Non-management directors are subject to stock ownership guidelines. Non-management directors must comply with the guidelines within five years of their initial election to the Board. The guidelines dictate that all non-management directors must purchase or acquire shares of the Company’s Common Stock having an aggregate value at the time of purchase or acquisition equal to three times the annual retainer in effect upon their election to the Board. As of December 31, 2012,2013, all directors either complied with the ownership guidelines or were proceeding towards meeting the ownership guidelines within the applicable five-year period.

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The following table summarizes the total compensation earned in 20122013 for the Company’s directors. Frank HermanceRuby Chandy served as a director from January 1, 20122013 until hisher retirement on April 9, 2012. He2013. She earned his annual equity award and $16,250 for his serviceher services as a director. Ms. Warner’s service as a director began on February 15, 2013 and as such she does not appear in the tables below. Mr. Silvernail receives no additional compensation for his service as a director.

20122013 Director Compensation

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For 2014, the annual cash retainer was increased from $65,000 to $75,000, the annual equity award was increased from $85,000 to $110,000, and the initial equity award was reduced from 150% of the annual award to pro-ration of the annual award. Additionally, the equity awards are now granted 100% in restricted stock and the equity ownership guidelines were increased to five times the annual cash retainer (achievable in five years).

Communications with the Board of Directors

Stockholders and other interested parties may contact the Board, the non-management directors as a group or any of the individual directors, including the Lead Director, by writing to Frank J. Notaro, Vice President - General Counsel and Secretary, IDEX Corporation, 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045. Inquiries sent by mail will be reviewed, sorted and summarized by Mr. Notaro before they are forwarded to any director.

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SECURITY OWNERSHIP

The following table furnishes information as of February 15, 2013,14, 2014, except as otherwise noted, with respect to shares of the Company’s Common Stock beneficially owned by (i) each director and nominee for director, (ii) each officer named in the Summary Compensation Table, (iii) directors, nominees and executive officers of the Company as a group, and (iv) any person who is known by the Company to be a beneficial owner of more than five percent of the outstanding shares of Common Stock. Except as indicated by the notes to the following table, the holders listed below have sole voting power and investment power over the shares beneficially held by them. Under SEC rules, the number of shares shown as beneficially owned includes shares of Common Stock subject to options that are exercisable currently or will be exercisable within 60 days of February 15, 2013.14, 2014. Shares of Common Stock subject to options that are exercisable within 60 days of February 15, 2013,14, 2014, are considered to be outstanding for the purpose of determining the percentage of the shares held by a holder, but not for the purpose of computing the percentage held by others. An * indicates ownership of less than one percent of the outstanding Common Stock. For purposes of the following table, the addresses for each of the directors, nominees and executive officers of the Company is c/o 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045.

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Mr. Silvernail was awarded 5,670 shares of restricted stock under the Incentive Award Plan on March 2, 2010, which vest on March 2, 2013; 4,540 shares of restricted stock under the Incentive Award Plan on February 22, 2011, which vest on February 22, 2014; 43,441 shares of restricted stock under the Incentive Award Plan on August 10, 2011, which vest on August 10, 2014; 18,670 shares of restricted stock under the Incentive Award Plan on February 21, 2012, which vest on February 21, 2015; and 18,505 shares of restricted stock under the Incentive Award Plan on February 15, 2013, which vest on February 15, 2016; and 9,320 shares of restricted stock under the Incentive Award Plan on February 13, 2014, which vest on February 13, 2017; provided he is employed by the Company on such vesting dates.

Mr. Mitts was awarded 2,920 shares of restricted stock under the Incentive Award Plan on March 2, 2010, which vest on March 2, 2013; 17,130 shares of restricted stock under the Incentive Award Plan on February 22, 2011, which vest on February 22, 2014; 5,840 shares of restricted stock under the Incentive Award Plan on February 21, 2012, which vest on February 21, 2015; and 4,560 shares of restricted stock under the Incentive Award Plan on February 15, 2013, which vest on February 15, 2016; and 2,225 shares of restricted stock under the Incentive Award Plan on February 13, 2014, which vest on February 13, 2017; provided he is employed by the Company on such vesting dates.

Mr. Notaro was awarded 6,300 shares of restricted stock under the Incentive Award Plan on March 2, 2010, which vest on March 2, 2013; 9,340 shares of restricted stock under the Incentive Award Plan on February 22, 2011, which vest on February 22, 2014; 5,840 shares of restricted stock under the Incentive Award Plan on February 21, 2012, which vest on February 21, 2015; and 2,600 shares of restricted stock under the Incentive Award Plan on February 15, 2013, which vest on February 15, 2016; and 930 shares of restricted stock under the Incentive Award Plan on February 13, 2014, which vest on February 13, 2017; provided he is employed by the Company on such vesting dates.

Mr. YatesBucklew was awarded 2,6803,220 shares of restricted stock under the Incentive Award Plan on March 2, 2010,5, 2012, which vest on March 2, 2013; 9,790 shares of restricted stock under the Incentive Award Plan on February 22, 2011, which vest on February 22, 2014; 3,500 shares of restricted stock under the Incentive Award Plan on February 21, 2012, which vest on February 21,5, 2015; and 1,5901,985 shares of restricted stock under the Incentive Award Plan on February 15, 2013, which vest on February 15, 2016; and 1,235 shares of restricted stock under the Incentive Award Plan on February 13, 2014, which vest on February 13, 2017; provided he is employed by the Company on such vesting dates.

Mr. Salliotte was awarded 4,250 shares of restricted stock under the Incentive Award Plan on March 2, 2010, which vest on March 2, 2013; 2,380 shares of restricted stock under the Incentive Award Plan on February 22, 2011, which vest on February 22, 2014; 3,500 shares of restricted stock under the Incentive Award Plan on February 21, 2012, which vest on February 21, 2015; and 1,820 shares of restricted stock under the Incentive Award Plan on February 15, 2013, which vest on February 15, 2016; and 520 shares of restricted stock under the Incentive Award Plan on February 13, 2014, which vest on February 13, 2017; provided he is employed by the Company on such vesting dates.

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The restricted shares held by Messrs. Silvernail, Mitts, Notaro, YatesBucklew and Salliotte may vest earlier than the dates indicated above upon a change in control of the Company and certain other events. See “Outstanding Equity Awards at 20122013 Fiscal Year End” under EXECUTIVE“EXECUTIVE COMPENSATION.”

All shares of restricted stock are eligible for dividends.

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EXECUTIVE COMPENSATION

Risk Assessment

AtThe Compensation Committee periodically reviews the Compensation Committee’s direction, management conducted a risk assessment of the Company’spotential risks arising from our compensation policies, practices and practices for its executiveprograms to determine whether any potential risks are material to the Company. In approving the 2013 compensation program design, for 2012the Compensation Committee engaged in discussions with its independent compensation consultant and beyond. The Committee reviewed and discussed the findings of the assessmentmanagement regarding any potential risks and concluded that the Company’s compensation policies and practices are designed with the appropriate balance of risk and reward in relation to the Company’s overall business strategy, do not incent executivesincentivize employees, including executive officers, to take unnecessary or excessive risks, and that any risks arising from the Company’s policies and practices are not reasonably likely to have a material adverse effect on the Company. In the review, managementthe Compensation Committee considered the attributes of the Company’s policies and practices, including:

Compensation Committee Report

The Compensation Committee has reviewed the following Compensation Discussion and Analysis and discussed its contents with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Michael T. Tokarz, Chairman

Bradley J. Bell

Gregory F. Milzcik

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Compensation Discussion and Analysis

Executive Summary

We started 2013 with the objective of Fiscal Year 2012

IDEX is a performance-driven, financially focused company that has a long track recordexecuting against our strategic priorities and we are proud of consistently delivering increased value to our stockholders. We delivered solid operating results for the fiscal year ended December 31, 2012.results. The following are 2013 financial highlights:

Beyond our strong financial performance, IDEX executed well on a number of initiatives for 2012 that were established to position IDEX for long-term growth and success.

Under

A number of these financial highlights and significant recent accomplishments are directly tied to performance metrics under our executive compensation plans. For 2013, the executive compensation programs were designed to directly link compensation opportunities to the financial performance metrics that we believe are the best measures of success in our business: earnings per share, cash flow conversion, organic sales growth and total shareholder return. The changes we made in the 2013 executive compensation programs were designed to meet the goals defined by the Compensation Committee may, in its discretion, excludeat the impactbeginning of non-cash asset impairment charges on the Company’s results in its determination of annual incentive payments (see “Short-Term Incentives — Annual Bonus” below). For 2012,review process: tighten the linkage between performance and pay, and minimize subjectivity. To meet these goals, for 2013, the Compensation Committee exercised its discretionCommittee:

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Linkage Between Performance and Executive Pay

The compensation opportunities of our executives are directly tied to exclude the impactperformance of the 4^th quarter $198 million non-cash goodwillCompany. Our pay-for-performance philosophy is demonstrated by the following elements of our executive compensation program for 2013:

Our Executive Compensation Governance Practices

Say on Pay; 2013 Compensation Program Redesign

At the Company’s 2012 annual meeting of stockholders, the Company held an advisory vote onOur executive compensation (say-on-pay), thereby affording stockholders the opportunity to cast an advisory vote on the compensation programs for our Named Executive Officers (NEOs). The say-on-pay proposal received support from over 93% of the shares voting at the annual meeting. The Compensation Committee believes this affirms stockholders’ support of the Company’s approach to executive compensation. Key elements of that approachpolicies and practices include the following:following features, which illustrate our commitment to the principles stated above:

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In 2012, we redesigned our long-term incentive award program

The PSUs will vestCompany held an advisory vote on executive compensation (say-on-pay) at the endCompany’s 2013 Annual Meeting of three years based on our relative total shareholder return as compared to companies inStockholders. The say-on-pay advisory vote received support from over 94% of the S&P Midcap 400 Industrials Only index for that period against threshold, target and maximum goals. If the threshold goal is not achievedshares voted at the endAnnual Meeting. The Compensation Committee believes this affirms stockholders’ support of the three-year performance period, then the PSUs will be forfeited and will not vest. PSUs will vest and be paid out in shares at 33% at threshold, 100% at target and 200% at maximum, with payouts interpolated between performance levels.

Company’s approach to executive compensation. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for the NEOs.named executive officers.

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Philosophy and OverviewObjectives of Our Executive Compensation Program

The Company’s executive compensation philosophy is that its compensation program shouldshould: (1) align the interests of management and stockholders, (2) motivate and retain the management team, and (3) result in executives holding meaningful amounts of the Company’s Common Stock.

Compensation Process and Oversight

Role of Compensation Committee and Data Used.The Compensation Committee establishes the Company’s compensation philosophy, structures the Company’s compensation programs to be consistent with that philosophy, and approves each element of named executive officer (NEO) compensation. In the case of the CEO, the Board of Directors approves compensation recommendations made by the Compensation Committee.

The Compensation Committee performs periodic reviews of executive pay tally sheets. The tally sheets outline each executive’s annual target and actual pay, unvested equity holdings and termination payments under various scenarios. Data from the tally sheets is considered by the Compensation Committee when setting target total compensation. Generally, the Compensation Committee reviews and adjusts target total compensation levels annually. Actual total compensation may vary from target based on performance and changes in stock price over time.

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Generally, the amount of compensation realized historically, or potentially realizable in the future, from past equity awards does not directly impact the level at which future pay opportunities are set. When granting equity awards, the Compensation Committee reviews market data and individual performance.

Market Benchmarking. The Compensation Committee reviews data from various sources (as discussed below) as one input in determining appropriate target compensation levels. Individual pay decisions are made on the basis of individual performance, years of experience, skill set, value of the position (or the individual) to the organization, as well as the market data. The Compensation Committee believes that, to attract and retain qualified management, total direct compensation should be competitively targeted within a range of +/- 20% of the 50th percentile (Targeted Range) of market for comparable positions at comparable companies. However, cases may exist where these target compensation levels fall outside this range based on the individual factors listed above. Actual compensation should and does vary from target based on Company and individual performance. For 2013, compensation levels for the NEOs were within the Targeted Range.

The Compensation Committee undertook a review and analysis to ensure that the 2013 executive compensation programs appropriately reflected the market for talent. The Committee considered relevant market pay practices to ensure the Company’s ability to recruit and retain high performing talent across its diversified markets and global footprint. Two surveys and a peer group analysis were utilized for the 2013 executive compensation market analysis for the NEOs:

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The Compensation Committee believes that multiple data sources provide for a clearer perspective of the market. As such, with the assistance of Towers Watson, the Committee developed an aggregate composite of the market data to establish target compensation levels for the executives weighted as follows:

. The material elements of 20122013 compensation for the NEOs including Andrew K. Silvernail, who is our CEO, and Heath A. Mitts, who is our CFO, are outlined below:

The Compensation Committee targets the following approximate mix of annual compensation for the CEO and other NEOs:

Maintaining a balanced perspective is a core part of the Company’s business strategy. While short-term performance is vital to the financial well-being of the Company, the long-term health of the Company requires the appropriate emphasis on new products, technologies and investments that will enable future growth and deliver long-term stockholder value. The latter requires that employees take calculated risks to capitalize on anticipated changes in the Company’s numerous businesses. The Company believes targeting total direct compensation to within a range of +/- 20% of 50th percentile of market competitively positions the pay of its executives. The CompanyCompensation Committee believes that balancing the proportion of cash and non-cash awards, as well as short-term versus long-term awards, is important to motivate performance while mitigating risk. Cash-based awards are important in motivating executives for the short-term, while long-term incentives focus executives with the greatest ability to

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impact business results on managing the business for the long-term, and reinforce the link between their earnings opportunity and the long-term growth of the Company. Actual compensation may fall outside the targeted range based on a variety of factors, including individual performance, additional responsibilities and length of tenure in a particular position.

Role of Compensation Committee and Data Used

The Compensation Committee establishes the Company’s compensation philosophy, structures the Company’s compensation programs to be consistent with that philosophy, and approves each element of NEO compensation. In the case of the CEO, the Board ratifies compensation determinations made by the Compensation Committee.

The Compensation Committee performs periodic reviews of executive pay tally sheets. The tally sheets outline each executive’s annual pay — target and actual — and total accumulated wealth under various performance and employment scenarios. Data from the tally sheets is considered by the Compensation Committee when setting target total compensation. Generally, the Compensation Committee reviews and adjusts target total compensation levels annually. Actual total compensation may vary from target based on Company and individual performance, and changes in stock price over time.

Generally, the amount of compensation realized historically, or potentially realizable in the future, from past equity awards does not directly impact the level at which future pay opportunities are set. When granting equity awards, the Compensation Committee reviews both individual performance and the positioning of previously granted equity awards within established grant ranges.

To assist the Compensation Committee in discharging its responsibilities, the Compensation Committee retained Towers Watson to act as an outside consultant. Towers Watson is engaged by, and reports directly to, the Compensation Committee. The Compensation Committee has reviewed the nature of the relationship between itself and Towers Watson, including all personal and business relationships between the committee members, Towers Watson and the individual compensation consultants who provide advice to the Compensation Committee. Based on its review the Compensation Committee did not identify any actual or potential conflicts of interest in Towers Watson’s engagement as an independent consultant. Towers Watson works with the Compensation Committee and management to structure the Company’s compensation programs and evaluate the competitiveness of its executive compensation levels. Towers Watson’s primary areas of assistance to the Compensation Committee are:

Towers Watson periodically provides the Compensation Committee and management market data on a variety of compensation-related topics. The Compensation Committee authorized Towers Watson to interact with the Company’s management, as needed, on behalf of the Compensation Committee, to obtain or confirm information.

Market Benchmarking

The Compensation Committee reviews data from various sources (as discussed below) as one input in determining appropriate target compensation levels. Individual pay decisions are made on the basis of individual performance, years of experience, skill set, perceived value of the position (or the individual) to the organization, as well as the market data. The Compensation Committee believes that, to attract and retain qualified management, total direct compensation should be targeted within a range of +/- 20% of 50th percentile (Targeted Range) of market for comparable positions at comparable

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companies. However, cases may exist where these target compensation levels fall outside this range based on the individual factors listed above. Actual compensation should and does vary from target based on Company and individual performance. For 2012, compensation levels for the NEOs were within the Targeted Range.

The Compensation Committee undertook a review and analysis to ensure that its 2012 executive compensation programs appropriately reflected its market for talent. The Committee considered relevant market pay practices to ensure the Company’s ability to recruit and retain high performing talent across its diversified markets and global footprint. Two main sources of market data were selected for the 2012 executive compensation analysis for the NEOs:

The Compensation Committee believes that multiple data sources provide for a clearer perspective of the market. As such, they developed an aggregate composite, with the assistance of Towers Watson, of the market data to establish target compensation levels for the executives weighted as follows:

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Process of Setting Compensation

The CEO’s pay package is set by the Compensation Committee during executive session based on the financial and operating performance of the Company and the Committee’s assessment of his individual performance and experience. The pay packages for the other NEOs are set by the Compensation Committee based on the recommendations of the CEO. The Compensation Committee considers the CEO’s recommendations, taking into account each NEO’s individual responsibility, experience and overall performance, as well as internal comparisons of pay within the executive group.

In setting compensation, the Compensation Committee reviews the estimated accounting and tax impact of all elements of the executive compensation program. Generally, an accounting expense is accrued over the requisite service period of the particular pay element (generally equal to the performance period) and the Company realizes a tax deduction upon payment to, or realization by, the executive. The Compensation Committee has been advised that cash awards and stock options granted under the Incentive Award Plan should satisfy the requirements for performance-based compensation under Internal Revenue Code (IRC) Section 162(m). The Compensation Committee has been advised that restricted stock awards (which vest based on continued employment with the Company) do not qualify as performance-based compensation and, therefore, may not be tax-deductible under IRC Section 162(m).

A goal of the Compensation Committee is to comply with the requirements of IRC Section 162(m). IRC Section 162(m) limits the tax deductibility by the Company of annual compensation in excess of $1,000,000 paid to the CEO and any of the three other most highly compensated executive officers, other than the CFO. While the tax impact of any compensation arrangement is one factor to be considered, that impact is evaluated in light of the Compensation Committee’s overall compensation philosophy and objectives. The Compensation Committee considers ways to maximize the deductibility of executive compensation, while retaining the discretion it deems necessary to compensate officers in a manner commensurate with performance and the competitive environment for executive talent. The Compensation Committee may award compensation to the executive officers that is not fully deductible if it determines the compensation is consistent with its philosophy and is in the Company’s and stockholders’ best interests.

Base Salary

Salary.Base salaries are reviewed annually and may be adjusted to reflect market data, as well as individual responsibility, experience and tenure. Base salary is targeted to within a range of +/- 20% of the 50th percentile of the market. For 2012, base salaries were within the Targeted Range for each NEO.

Short-Term Incentives — Annual Bonus

Management Incentive Compensation PlanPlan.

All NEOs, other than Messrs. Silvernail and Notaro, participated in the Company’s Management Incentive Compensation Plan (MICP). The MICP provides participants with the opportunity to earn annual cash bonuses. Annual cash bonuses underAs compared to the 2012 MICP, are targeted to within +/- 20%we eliminated the qualitative objectives and the personal performance modifier from the 2013 MICP thereby focusing solely on measurable performance objectives and resulting in a tightening of the 50th percentile of the market, with higher payouts for over-performancelinkage between performance and lower payouts for under-performance. For 2012, annual bonus amounts were within the Targeted Range for each NEO who participated in the MICP.pay.

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The amount of the annual cash bonus paid to each participant under the MICP is determined under the following formula:

Annual Bonus = Base Salary x Individual Target Bonus Percentage x Business Performance Factor x Personal Performance Multiplier

For 2012,2013, the measurable quantitative objectives within the Business Performance Factor were adjusted earnings per share (EPS)EPS and adjusted cash flow conversion. Adjusted EPS excludes from reported earnings per share the impact of acquisition-related income and charges, restructuring charges and at the Compensation Committee’s discretion, non-cash asset impairmentrestructuring charges (EPS Adjustments). Adjusted cash flow conversion is cash flow as a percent of net income excluding the impact of the EPS Adjustments and “catch-up” pension contributions.Adjustments. The payout of each quantitative objective is a function of the amount by which actual performance exceeds or falls short of goal, with a maximum payout of 200% of target for each objective. The MICP provides thatFor 2013, no bonus iswas payable unless thea minimum threshold for adjusted EPS iswas met. The threshold adjusted EPS threshold for 20122013 was established to be $2.44.$2.55.

For 2012,2013, the subjectively assessed qualitative objectives within25% strategic measure was organic sales growth. Organic sales growth is a critical business metric and helps identify the Business Performance Factor were: leadership excellence program and talent development cycle implementation, operational excellence, capital deployment and acquisition integration. These measures were targeted to business priorities or initiatives determined by the Compensation Committee and management to address current or future business needs. These measures and goals were established at the beginningunderlying health of the fiscal year.

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The Compensation Committee may, in its discretion, further adjustbusinesses and management’s ability to increase sales through innovation and customer-focus. Organic sales is defined as net sales of the Business Performance Factor and/or individual awardsCompany adjusted to account for environmental conditions and factors (such as performance in a challenging economic environment, and acquisition consummation and integration), not fully reflected in the quantitative and qualitative objectives. For 2012, excludingexclude the impact of foreign currency translation and sales from acquired businesses during the Company’s 4^th quarter $198 million non-cash goodwill and intangible asset impairment charge,first twelve months of ownership.

For 2013, the relative weightings and the performance against the quantitative and qualitative factorsstrategic measure resulted in a recommended Business Performance Factor of 109.0%142%, as shown in the table below.

After application of Personal Performance Multiplier,As indicated, above adjusted EPS and adjusted cash flow conversion far exceeded goals. Organic sales growth results did not meet the targeted level and the MICP calculation reflects those results. Payments under the MICP are included in the 2013 Summary Compensation Committee adjusted Mr. Mitts’ MICP award downward by 30%, and Messrs. Yates’ and Salliotte’s awards downward by 25%, on account ofTable under the Company’s 4^th quarter $198 million non-cash goodwill and intangible asset impairment charge.“Non-Equity Incentive Plan Compensation” column.

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Short-Term Incentives — Incentive Award PlanPlan.

Messrs. Silvernail’s and Notaro’s annual incentive bonus took the form of a cash performance award under the Incentive Award Plan. Under the terms of thestockholder-approved Incentive Award Plan the Compensation Committee may grant selected participants the right to receive a cash payment contingent upon achieving performance goals established by the Compensation Committee. The Compensation Committee designates the participants, selects the performance criteria and period, and establishes the performance goals and awards which may be earned. Following the completion of the performance period, the Compensation Committee determines whether the performance goals have been achieved. In determining the amount earned by a participant, the Compensation Committee has the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Compensation Committee may deem relevant to the assessment of the individual or corporate performance for the period. Messrs. Silvernail and Notaro were granted cash performance awards rather than an annual cash bonus under the MICP in order to permitallow their deductionbonuses to be deductible under IRC Section 162(m). If Messrs. Silvernail and Notaro were participants in the MICP (which is not shareholder approved and permits upward adjustments based on qualitative factors instead of only downward adjustments as permitted under the Company’s Incentive Award Plan), their annual cash bonuses under the MICP would not be deductible under IRC Section 162(m).

In 2012,2013, the Compensation Committee granted Messrs. Silvernail and Notaro cash performance awards with a maximum aggregate payment amount equal to 2% of the Company’s 20122013 operating income contingent on the Company achieving anthe same minimum $2.55 adjusted earnings per share targetEPS as for 2012 of $2.44.other named executive officers under the MICP. Adjusted EPS excludes from earnings per share the impact of acquisition-related income and charges, restructuring charges and at the Compensation Committee’s discretion, non-cash asset impairmentrestructuring charges. Under the terms of the awards, no bonus would be paid if the Company did not achieve adjusted EPS of $2.44.$2.55. The Compensation Committee set Messrs. Silvernail’s and Notaro’s actual performance awards for 20122013 at $732,500$1,235,400 and $269,700, respectively, inclusive of downward adjustments of 30% and 25%, respectively, on account of the Company’s 4^th quarter $198 million non-cash goodwill and intangible asset impairment charge.$441,000, respectively. In setting the actual awards, the Compensation Committee considered the actual performance of the Company using the metrics in the Business Performance Factor described above, its subjective assessment of Messrs. Silvernail’s and Notaro’s individual performance and the amounts that Messrs. Silvernail and Notaro would have earned as an annual cash bonus if they participated in the MICP on substantially the same terms as the other NEOs with targets awards of 100% and 75% of their base salaries respectively.

2013 Long-Term Incentive Awards. In 2013, NEOs received long-term incentive awards that were granted in three components: performance stock units, stock options and restricted stock. The 2013 total long-term target opportunities are approximately equally weighted among each of the asset impairment charge.

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Long-Term Incentives

three long-term incentive award components to reflect the Compensation Committee’s belief that relative total shareholder return (TSR), stock price appreciation, retention of executives and executive stock ownership are all important objectives. Long-term incentive awards are issued under the Incentive Award Plan, which provides that no stock option granted to an NEO may be fully exercisable earlier than three years after its date of grant, and time-based restricted stock awards shall become vested over a period of not less than three years from date of grant. Long-term incentive awards for the NEOs are structured to provide approximately 50% of the expected value in the formpast consisted of only stock options and 50%restricted stock. The performance stock units were added in 2013 to more tightly align pay and performance.

The performance stock units (PSUs) have a three-year performance period and utilize a relative TSR measure. The Company’s relative TSR will be measured against the TSR of companies in the S&P Midcap 400 Industrials Index at the end of the expected valuethree-year performance period. If the Company achieves 50^th percentile TSR performance as compared to the group of companies, each NEO will receive the target number of performance units paid out in shares of the Company’s common stock. Performance below or above the 50^th percentile will result in shares delivered below or above target, respectively. Cumulative dividend equivalent payments will be made at the end of the performance period based on the number of shares of common stock received by each executive.

In selecting relative TSR as the measure, the Compensation Committee noted that TSR is highly correlated with a combination of other metrics that are important to the Company and to investors, notably: return on invested capital, operating profit margin and compound annual growth rate (CAGR).

In selecting the S&P Midcap 400 Industrials Index companies as a comparator group for relative TSR, the Compensation Committee’s objective was to have a group of 50-100 manufacturing companies which was broader than the peer group of companies used for benchmarking compensation of the named executive officers, but that was not too broad or not representative of the Company’s business. Towers Watson helped the Compensation Committee select from the S&P Midcap 400 Industrials Index a group of 60-70 companies that are similar to the Company. The Company is included in the form of restricted stock awards. index.

The Compensation Committee believes that performance stock units, stock options and restricted stock all incent management actions that drive the creation of stockholder value and promote executive stock ownership. However, stock options and restricted stock haveeach long-term incentive component has different characteristics. The value of the performance stock units after the three-year performance period is directly linked to the

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relative TSR as described above as well as the stock price movement during the performance period. Stock options provide value only to the extent that the Company’s stock price appreciates above the stock price on the date of grant. Restricted stock awards provide value regardless of whether the Company’s stock price appreciates, and help retain executives over the course of business and market cycles that may negatively impact the Company’s operations and stock price in the short term. Because at the time of grant option shares have a lower expected value than restricted stock awards, relatively more option shares are awarded. Stock option and restricted stock awards are approximately equally weighted for all NEOs to reflect the Compensation Committee’s belief that stock price appreciation, retention of executives and executive stock ownership are all important objectives. Stock option and restricted stockLong-term incentive awards are generally made on an annual basis, or at the time of a special event (such as upon hiring or promotion). Historically, we have usually made awards on the date of the first Compensation CommitteeBoard of Directors meeting of a year, or the date of the annual meeting of stockholders. However, we have not adopted specific guidelines as to the timing of such awards, but attempt to not make awards during any periods when we have non-public information which could impact our stock price.

Each NEO’s award level, other than the CEO’s, is based on the CEO’s recommendationOther Compensation Components

Employee Benefits. The NEOs participate in group health, welfare and qualified retirement programs available to the Compensation Committee, which is based on his subjective assessment of the individual’s performance and, to a lesser extent, his subjective assessmentall of the Company’s performance.employees. The CEO’s awardNEOs also participate in nonqualified supplemental retirement plans, deferred compensation arrangements and supplemental disability benefits. Participation in these nonqualified plans is intended to provide the NEOs with the opportunity to accumulate retirement benefits at levels above the limitations imposed by tax qualified plans. For a more complete explanation of these plans, see the narrative following the 2013 Summary Compensation Table, the Pension Benefits at 2013 Fiscal Year End table, the Nonqualified Deferred Compensation at 2013 Fiscal Year End table, and the discussion under “Potential Payments upon Termination or Change in Control.”

Severance and Change in Control Benefits. Each of the NEOs are entitled to severance benefits under the terms of written agreements in the event that their employment is actually or constructively terminated without cause. The amount of the benefit, which varies with the individual, depends on whether or not the termination is in connection with a change in control. The level of each NEO’s severance benefits reflects the Company’s perception of the market for their positions at the time the agreements were put in place.

Perquisites.The Compensation Committee believes in providing limited perquisites in line with market practice. The NEOs are provided with a car allowance. The CEO is determined by the Compensation Committee’s subjective determination of his performance and,entitled to a lesser extent, its subjective viewlimited use of the Company’s performance. The actual value delivered may vary above or belowaircraft for non-business purposes. For further details on these perquisites, see the expected value based on“Narrative to the performance of the Company’s stock over time, and the timing of the executive’s decision to realize such value.Summary Compensation Table.”

Stock OwnershipOther Executive Compensation Matters

Stock Ownership.Consistent with its executive pay philosophy, the Company requires that executive officers maintain minimum ownership levels of the Company’s Common Stock. The following stock ownership guidelines for NEOs were established by the Board of Directors in 2006.

The CEO, CFO and the other NEOs must comply with these ownership requirements within five years of date of hire or promotion. Counted for purposes of satisfying ownership requirements are shares directly owned and unvested restricted shares. As of December 31, 2012,2013, the CEO, CFO and the other NEOs had met or were proceeding towards meeting the ownership guidelines within the applicable five-year period.

Hedging

Hedging.All directors and officers of the Company are prohibited from engaging in any transaction in which they may profit from short-term speculative swings in the value of the Company’s securities (“hedging”). For this purpose, “hedging” includes “short-sales” (selling borrowed securities that the seller hopes can be purchased at a lower price in the future) or “short sales against the box” (selling,

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but not delivering, owned securities), “put” and “call” options (publicly available rights to sell or

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buy securities within a certain period of time at a specified price or the like), and other hedging transactions designed to minimize the risk inherent in owning the Company’s stock, such as zero-cost collars and forward sales contracts.

Clawbacks

Clawbacks.Consistent with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and to the extent not in violation of applicable law, the Company reserves the right to recover, or clawback, from current or former directors and officers any wrongfully earned performance-based compensation, including stock-based awards, upon the determination by the Compensation Committee that:

The Compensation Committee has exclusive authority to modify, interpret and enforce this provision in compliance with applicable law.

Tax Gross-Up Provisions

Provisions.In February 2011, the Compensation Committee adopted a policy that the Company will not enter into any new agreements that include excise tax gross-up provisions with respect to payments contingent upon a change in control of the Company. There is one legacy agreement that was not affected by this policy.

Employee Benefits

The NEOs participate in group health, welfare and qualified retirement programs available to all of the Company’s employees. The NEOs also participate in nonqualified supplemental retirement plans, deferred compensation arrangements and supplemental disability benefits. Participation in these nonqualified plans is intended to provide the NEOs with the opportunity to accumulate benefits and wealth over time. For a more complete explanation of these plans, see the narrative following the 2012 Summary Compensation Table, the Pension Benefits at 2012 Fiscal Year End table, the Nonqualified Deferred Compensation at 2012 Fiscal Year End table, and the discussion under “Potential Payments upon Termination or Change in Control”.

Severance and Change in Control Benefits

In connection with his promotion to CEO, the Committee determined that it was necessary to enter in to an employment agreement with Mr. Silvernail that contained market severance terms.

Messrs. Mitts, Notaro, Yates and Salliotte are entitled to severance benefits under the terms of written agreements in the event that their employment is actually or constructively terminated without cause. The amount of the benefit, which varies with the individual, depends on whether the termination is in connection with a change in control. The level of each of Messrs. Mitts’, Notaro’s, Yates’ and Salliotte’s severance benefits reflects the Company’s perception of the market for their positions at the time the agreements were put in place.

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20122013 Summary Compensation Table

The table below summarizes the total compensation earned in 2013, 2012 2011 and 20102011 for the Company’s CEO, CFO, and each of the three most highly compensated executive officers other than the CEO and CFO. Mr. Silvernail’s compensation for 2010 and a portion of 2011 was earned as the Company’s Vice President, Group Executive Health & Science Technologies and Global Dispensing.

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