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  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

SNAP-ON INCORPORATED

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICEOF 20152016 ANNUAL MEETINGOF SHAREHOLDERS

AND PROXY STATEMENT

HELP US REDUCE COSTS

If you receive more than one set of proxy materials, it means your shares are held in more than one account. You should vote the shares on all of your Proxy Cards.proxy cards. You may help us reduce costs by consolidating your accounts so that you receive only one set of proxy materials in the future. To consolidate your accounts, please contact our transfer agent, Computershare Trust Company, N.A., toll-free at 1-800-446-2617.

ADMISSION TO THE ANNUAL MEETING

All shareholders of record as of the close of business on March 2, 2015,February 29, 2016, may attend the meeting. Seating, however, is limited and will be on a first arrival basis.

To attend the Annual Meeting, please follow these instructions:

HOW TO VOTE

While we offer four methods for you to vote your shares at the Annual Meeting, we encourage you to vote through the Internetinternet as it is the most cost-effective method. We also recommend that you vote as soon as possible, even if you are planning to attend the Annual Meeting, so that the vote count will not be delayed. Both the Internetinternet and the telephone provide convenient, cost-effective alternatives to returning your Proxy Cardproxy card by mail. If you vote your shares through the Internet, you may incur costs associated with electronic access, such as usage charges from Internet access providers. If you choose to vote your shares through the Internetinternet or by telephone, there is no need for you to mail back your Proxy Card.proxy card.

You may (i) vote in person at the Annual Meeting or (ii) authorize the persons named as proxies on the enclosed Proxy Cardproxy card to vote your shares by returning the enclosed Proxy Cardproxy card by mail, through the Internetinternet or by telephone.

To vote over the Internet:internet:

Log on to the Internet and goGo to www.investorvote.com/sna. Have your Proxy Cardproxy card available when you access the website. You will need the control number from your Proxy Cardproxy card to vote.

To vote by telephone:

On a touch-tone telephone, callCall1-800-652-VOTE (1-800-652-8683) 24 hours a day, 7 days a week. Have your Proxy Cardproxy card available when you make the call. You will need the control number from your Proxy Cardproxy card to vote.

To vote by Proxy Card:proxy card:

Complete, sign and return the Proxy Cardproxy card to the address indicated on the Proxy Card.proxy card.

If your shares are not registered in your name, then you vote by giving instructions to the firm that holds your shares rather than using any of the methods discussed above. Please check the voting form of the firm that holds your shares to see if it offers Internetinternet or telephone voting procedures.

2801 80th Street

Kenosha, Wisconsin 53143

Notice of the 20152016 Annual Meeting of Shareholders

March 12, 201511, 2016

Dear Shareholder:

Snap-on Incorporated will hold its 20152016 Annual Meeting of Shareholders on Thursday, April 30, 2015,28, 2016, at 10:00 a.m. Central Time, at the IdeaForge located within the Snap-on Innovation Works at the Company’s headquarters, 2801 80th Street, Kenosha, Wisconsin 53143. This year’s meeting is being held for the following purposes:

In addition to the formal business, there will be a short presentation on Snap-on’s performance.

Only shareholders who had shares registered in their names atas of the close of business on March 2, 2015,February 29, 2016, will be able to vote at the Annual Meeting. If you are a shareholder and plan to attend the Annual Meeting in person, please refer to the section of the Proxy Statement titled “Commonly Asked Questions and Answers about the Annual Meeting” for information about attendance requirements.

If you have any questions or comments, please direct them to Snap-on Incorporated, Investor Relations, 2801 80th Street, Kenosha, Wisconsin 53143. Please also contact Investor Relations if you would like directions to the Annual Meeting. If you prefer, you maye-mail questions or comments to shareholders@snapon.com. We always appreciate your interest in Snap-on and thank you for your continued support.

Your vote is important. Thank you for voting.

Sincerely,

Irwin M. Shur

Vice President, General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 30, 2015.28, 2016. The proxy statement and annual report to security holders are available at www.snapon.com/SNA.

The Board of Directors recommends the following votes:

To vote in person at the Annual Meeting, you will need to request a ballot to vote your shares. If you vote by proxy, either by Internet,internet, telephone or mail, and later find that you will be present at the Annual Meeting, or for any other reason desire to revoke your proxy, you may do so at any time before it is voted.

PROXY STATEMENT

TABLE OF CONTENTS

COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q:    WHEN WILL PROXY MATERIALMATERIALS FIRST BE MAILED TO SHAREHOLDERS?

A:    Snap-on Incorporated (“Snap-on,” “we” or the “Company”) expects to begin mailing proxy materialmaterials (including this Proxy Statement) to shareholders on or about March 12, 2015. The proxy material is11, 2016. Proxy materials are also being made available to shareholders by Internetinternet posting on or about March 12, 2015.11, 2016.

Q:WHAT AM I VOTING ON?

A:At the 20152016 Annual Meeting you will be voting on fourthree proposals:

Q:WHAT ARE THE BOARD’S VOTING RECOMMENDATIONS?

A:The Board of Directors is soliciting this proxy and recommends the following votes:

Q:WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?

A:To conduct the Annual Meeting, more than 50% of the shares entitled to vote must be present in person or by proxy. This is referred to as a “quorum.” Abstentions and shares that are the subject of broker non-votes will be counted for the purpose of determining whether a quorum exists; shares represented at the meeting for any purpose are counted in the quorum for all matters to be considered at the meeting. All of the voting requirements below assume that a quorum is present.

Directors are elected by a majority of the votes cast in person or by proxy at the meeting and entitled to vote on the election of directors. Abstentions and broker non-votes are not considered as votes cast with respect to each director-nominee and, therefore, will have no impact on the election of directors.

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An affirmative vote of a majority of the shares represented at the meeting is required for the ratification of the Audit Committee’s selection of D&T as the Company’s independent registered public accounting firm for 2015.fiscal 2016. Abstentions will act as votes against this proposal. Since brokers have discretionary authority to vote on this proposal, we do not anticipate any broker non-votes with regard to this matter.

An affirmative vote of a majority of the shares represented at the meeting is required to approve the amendment and restatement of the 2011 Stock and Incentive Plan. Abstentions will act as votes against this proposal; however, broker non-votes will have no effect on this vote.

An affirmative vote of a majority of the shares represented at the meeting is required to approve the compensation of the Company’s named executive officers on an advisory basis. Abstentions will act as votes against this proposal; however, broker non-votes will have no effect on this vote.

Q:    WHAT IF I DO NOT VOTE?

A:    The effect of not voting will depend on how your share ownership is registered. If you own shares as a registered holder and you do not vote, then your unvoted shares will not be represented at the meeting and will not count toward the quorum requirement. If a quorum is obtained, then your unvoted shares will not affect whether a proposal is approved or rejected.

If you are a shareholder whose shares are not registered in your name and you do not vote, then your bank, broker or other holder of record may still represent your shares at the meeting for purposes of obtaining a quorum. In the absence of your voting instructions, your bank, broker or other holder of record may not be able to vote your shares in its discretion depending on the particular proposal before the meeting. Your broker may not vote your shares in its discretion in the election of directors; therefore, you must vote your shares if you want them to be counted in the election of directors. In addition, your broker is not permitted to vote your shares in its discretion regarding matters related to executive compensation, including the approval of the amendment and restatement of the 2011 Stock and Incentive Plan and the advisory vote to approve named executive officer compensation. However, your broker may vote your shares in its discretion on routine matters such as the ratification of the Company’s independent registered public accounting firm.

Q:    WHO MAY VOTE?

A:    You may vote at the Annual Meeting if you were a shareholder of record as of the close of business on March 2, 2015February 29, 2016 (the “Record Date”). As of the Record Date, Snap-on had 58,321,86858,123,071 shares of common stock outstanding. Each outstanding share of common stock is entitled to one vote on each proposal.

Q:    HOW DO I VOTE?

A:    While we offer four methods for you to vote your shares at the Annual Meeting, we encourage you to vote through the Internetinternet as it is the most cost-effective method. We also recommend that you vote as soon as possible, even if you are planning to attend the Annual Meeting, so that the vote count will not be delayed. Both the Internetinternet and the telephone provide convenient, cost-effective alternatives to returning your Proxy Cardproxy card by mail. If you vote your shares through the Internet, you may incur costs associated with electronic access, such as usage charges from Internet access providers. If you choose to vote your shares through the Internetinternet or by telephone, there is no need for you to mail back your Proxy Card.proxy card.

You may (i) vote in person at the Annual Meeting or (ii) authorize the persons named as proxies on the enclosed Proxy Card,proxy card, Messrs. Pinchuk and Shur, to vote your shares by returning the enclosed Proxy Cardproxy card by mail, through the Internetinternet or by telephone.

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To vote over the Internet:internet:

Log on to the Internet and goGo to www.investorvote.com/sna. Have your Proxy Cardproxy card available when you access the website. You will need the control number from your Proxy Cardproxy card to vote.

To vote by telephone:

On a touch-tone telephone, callCall1-800-652-VOTE (1-800-652-8683) 24 hours a day, 7 days a week. Have your Proxy Cardproxy card available when you make the call. You will need the control number from your Proxy Cardproxy card to vote.

To vote by Proxy Card:proxy card:

Complete, sign and return the Proxy Cardproxy card to the address indicated on the Proxy Card.proxy card.

If your shares are not registered in your name, then you vote by giving instructions to the firm that holds your shares rather than using any of the methods discussed above. Please check the voting form of the firm that holds your shares to see if it offers Internetinternet or telephone voting procedures.

Q:    WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

A:    It means your shares are held in more than one account. You should vote the shares on all of your Proxy Cards.proxy cards. You may help us reduce costs by consolidating your accounts so that you receive only one set of proxy materials in the future. To consolidate your accounts, please contact our transfer agent, Computershare Trust Company, N.A. (“Computershare”), toll-free at 1-800-446-2617, or as otherwise provided in our annual report.

Q:    WHO WILL COUNT THE VOTE?

A:    Computershare, our transfer agent, will use an automated system to tabulate the votes. Its representatives will also serve as the election inspectors.

Q:    WHO CAN ATTEND THE ANNUAL MEETING?

A:    All shareholders of record as of the close of business on the Record Date may attend the Annual Meeting. Seating, however, is limited and will be on a first arrival basis.

To attend the Annual Meeting, please follow these instructions:

Q:    CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?

A:    Yes. Even after you have submitted your proxy, you can revoke your proxy or change your vote at any time before the proxy is exercised by appointing a new proxy or by providing written notice to the Corporate Secretary and voting in person at the Annual Meeting. Presence at the Annual Meeting of a shareholder who has appointed a proxy does not in itself revoke a proxy.

Street name holders who wish to change their proxy prior to the voting thereof should contact the broker, bank or other holder of record to determine whether, and if so how, such proxy can be revoked.

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Q:    MAY I VOTE AT THE ANNUAL MEETING?

A:    If you complete a Proxy Card,proxy card, or vote through the Internetinternet or by telephone, then you may still vote in person at the Annual Meeting. To vote at the meeting, please give written notice that you would like to revoke your original proxy to one of the following:

Street name holders who wish to vote in person at the meeting will not be permitted to vote in person at the meeting unless they first obtain a proxy issued in their name from the bank, broker or other holder of record.

Q:    WHAT IF I OWN SHARES AS PART OF SNAP-ON’S 401(k) SAVINGS PLAN?

A:    Shares held by the Snap-on Incorporated 401(k) Savings Plan for which participant designations are received will be voted in accordance with those designations. Those shares for which designations are not received will be voted proportionally, based on the votes for which voting directions have been received from participants as of April 27, 2015.25, 2016.

Q:    WHO IS MAKING THIS SOLICITATION AND HOW MUCH DOES IT COST?

A:    This solicitation is being made on behalf of Snap-on Incorporated by its Board of Directors. Our officers and employees may make solicitations by mail, telephone, facsimile or in person. We have retained Georgeson Inc.LLC to assist us in the solicitation of proxies for $14,000$15,000 plus expenses. This assistance will include requesting that brokerage houses, depositories, custodians, nominees and fiduciaries forward proxy soliciting material to the beneficial owners of the stock they hold; such assistance will also include the preparation of an institutional shareholder contact list that contains these shareholders’ voting guidelines. We will bear the cost of this solicitation and reimburse Georgeson Inc. for these expenses.

Q:    WHEN ARE SHAREHOLDER PROPOSALS DUE FOR THE 20162017 ANNUAL MEETING?

A:    The Corporate Secretary must receive a shareholder proposal no later than November 13, 2015,11, 2016, for the proposal to be considered for inclusion in our proxy materials for the 20162017 Annual Meeting. To otherwise bring a proposal or nomination before the 20162017 Annual Meeting, you must comply with our Bylaws. Currently, our Bylaws require written notice to the Corporate Secretary between January 31, 2016,28, 2017, and March 1, 2016.February 27, 2017. If we receive your notice after March 1, 2016,February 27, 2017, then your proposal or nomination will be untimely. In addition, your proposal or nomination must comply with the procedural provisions of our Bylaws. If you do not comply with these procedural provisions, your proposal or nomination can be excluded. Should the Board nevertheless choose to present your proposal, the named Proxies will be able to vote on the proposal using their best judgment.

Q:    WHAT IS THE ADDRESS OF THE CORPORATE SECRETARY?

A:    The address of the Corporate Secretary is:

Snap-on Incorporated

Attention: Corporate Secretary

2801 80th Street

Kenosha, Wisconsin 53143

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Q:    WILL THERE BE OTHER MATTERS TO VOTE ON AT THIS ANNUAL MEETING?

A:    We are not aware of any other matters that you will be asked to vote on at the Annual Meeting. Other matters may be voted on if they are properly brought before the Annual Meeting in accordance with our Bylaws. If other matters are properly brought before the Annual Meeting, then the named Proxies will vote the proxies they hold in their discretion on such matters.

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ITEM 1: ELECTION OF DIRECTORS

Nominees for Election

The Board of Directors is currently comprised of ten directors.10 directors, although it will have nine directors after the 2016 Annual Meeting. This year’s Board nominees for election for one-year terms expiring at the 2017 Annual Meeting, and until their successors are elected and qualified, are listed below.

John F. Fiedler, a director since 2004, will not be standing for re-election at the 2016 Annual Meeting pursuant to the Company’s Corporate Governance Guidelines, which provide that individuals age 75 or older are Karen L. Daniel, Ruth Ann M. Gillis, Nathan J. Jones, Henry W. Knueppel, Nicholas T. Pinchuk,
Gregg M. Sherrillnot eligible to be re-nominated for Board service. The Board of Directors would like to thank Mr. Fiedler for his many important contributions and Donald J. Stebbins.years of dedicated as well as distinguished service as a member of Snap-on’s Board.

The classificationdeclassification of the Company’s Board of Directors, intofrom three classes is in the process of being phased out pursuantdirectors to the Company’s Restated Certificate of Incorporation, as amended by shareholders at the 2013 Annual Meeting, and its Bylaws. Since the 2014 Annual Meeting, directors whose terms have expired have been elected to one-year terms expiring at the next year’s Annual Meeting. The Boarda single class, will no longer be classifiedcomplete as of the 2016 Annual Meeting. Therefore, beginning with the 2016 Annual Meeting, and, at that time, all directors will be elected annually to one-year terms expiring at the next Annual Meeting, and until their successors are elected and qualified.

Ms. Gillis and Mr. Stebbins were elected to the Board effective July 18, 2014, and January 4, 2015, respectively, between meetings of shareholders. If elected by shareholders at the 2015 Annual Meeting, Ms. Gillis and Mr. Stebbins will each serve for a one-year term expiring at the 2016 Annual Meeting.

It is our policy that the Board of Directors should reflect a broad variety of experience and talents. When the Corporate Governance and Nominating Committee of the Board determines which directors to nominate for election at any meeting of shareholders, or appoints a new director between meetings, it reviews our director selection criteria and seeks to choose individuals who bring a variety of expertise to the Board within these criteria. For further information about the criteria used to evaluate Board membership, see “Corporate Governance Practices and Board Information—Nomination of Directors” below.

The following is information about the experience and attributes of the nominees and Snap-on’s other directors.nominees. Together, the experience and attributes included below provide the reasons that these individuals were selected for Board membership and/or nominated for election or re-election, as well as why they continue to serve on the Board.

NomineesBoard and are nominated for Election for Terms Expiring atre-election to the 2016 Annual MeetingBoard.

Karen L. Daniel

Director since 2005

Ms. Daniel, age 57,58, has served as Division President and the Chief Financial Officer for Black & Veatch Corporation, a leading global engineering, construction and consulting company specializing in infrastructure development in the areas of energy, water and information, since 2000. Ms. Daniel is being re-nominated as a director because, among her other qualifications, she possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, accounting/finance (including as a chief financial officer), mergers and acquisitions and strategy development; in addition, Ms. Daniel is a Certified Public Accountant. Ms. Daniel earned a Bachelor of Science degree in accounting from Northwest Missouri State University and a Master of Science degree in accounting from the University of Missouri-Kansas City.

Ruth Ann M. Gillis

Director since 2014

Ms. Gillis, age 60,61, retired in July 2014 as Executive Vice President and Chief Administrative Officer of Exelon Corporation, a utility services holding company engaged in energy generation and delivery, after serving in those roles since 2005. She was also President of Exelon Business Services Company, a subsidiary of Exelon that provides transactional and corporate services to Exelon’s operating companies. Previous roles included service as Executive Vice President of ComEd, an Exelon subsidiary, and as the Chief Financial Officer of Exelon. Prior to the merger that formed Exelon in 2000, Ms. Gillis was the Chief Financial Officer of Unicom Corp., a producer, purchaser, transmitter,

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distributor and seller of electricity. She also serves as a director of KeyCorp a bank holding company, and its subsidiary, KeyBank National Association, and Voya Financial, Inc.; she was previously a director of Potlatch Corporation until 2013. Ms. Gillis is being nominatedre-nominated as a director because, among her other qualifications, she possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, product innovation/development, information technology, operations, accounting/finance (including as a chief financial

officer), mergers and acquisitions, strategy development, executive compensation and leadership development. Ms. Gillis earned a Bachelor of Arts degree in economics from Smith College and a Master of Business Administration degree from the University of Chicago Graduate School of Business.

James P. Holden

Director since 2007

Mr. Holden, age 64, has been our Lead Director since 2009. He served 27 years in the automotive industry, including 19 years with DaimlerChrysler and its predecessor, Chrysler Corporation. He was President and Chief Executive Officer of DaimlerChrysler Corporation, a U.S. subsidiary of DaimlerChrysler AG, until 2000. Mr. Holden also serves as a director of Speedway Motorsports, Inc. and Sirius XM Holdings Inc. He previously served as a director of Motors Liquidation Company until 2011. Mr. Holden is being re-nominated as a director because, among his other qualifications, he possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, manufacturing, sales, marketing, product innovation/development, information technology, operations, accounting/finance, strategy development, executive compensation, leadership development and franchising. Mr. Holden earned a Bachelor of Science degree in political science from Western Michigan University and a Master of Business Administration degree from Michigan State University.

Nathan J. Jones

Director since 2008

Mr. Jones, age 58,59, retired in 2007 from Deere & Company, a manufacturer of agricultural, commercial and consumer equipment, where he most recently served as President, Worldwide Commercial & Consumer Equipment Division. Prior thereto, he was Deere & Company’s Senior Vice President and Chief Financial Officer, and previously served as its Vice President and Treasurer. Mr. Jones is being re-nominated as a director because, among his other qualifications, he possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, information technology, operations, accounting/finance (including as a chief financial officer), mergers and acquisitions, strategy development, executive compensation and leadership development. Mr. Jones earned a Bachelor of Business Administration degree in accounting from the University of Wisconsin-Eau Claire and a Master of Business Administration degree from the University of Chicago.Chicago Graduate School of Business.

Henry W. Knueppel

Director since 2011

Mr. Knueppel, age 66,67, retired in 2011 as Chairman of the Board and Chief Executive Officer of Regal-BeloitRegal Beloit Corporation, a manufacturer of electric motors, generators and controls, as well as mechanical motion control products. Mr. Knueppel previously served as Regal-Beloit’sRegal Beloit’s President and Chief Operating Officer and as an Executive Vice President prior thereto. Mr. Knueppel continues to serve as a director of Regal-Beloit. In addition, he is Non-Executive Chairman of the BoardRegal Beloit. Mr. Knueppel also serves as a director of Harsco Corporation, a global industrial services and engineering company;company, and was its Non-Executive Chairman of the Board until July 2014; he served as Interim Chairman and Chief Executive Officer of Harsco during 2012. In addition, Mr. Knueppel also serves as a director of WEC Energy Group, Inc. (formerly known as Wisconsin Energy Corporation and its subsidiary,Corporation); he previously served as a director of Wisconsin Electric Power Company.Company until June 2015. Mr. Knueppel is being re-nominated as a director because, among his other qualifications, he possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, manufacturing, marketing, product innovation/development, operations, accounting/finance, mergers and acquisitions, strategy development, executive compensation and leadership development. Mr. Knueppel earned a Bachelor of Arts degree in economics from Ripon College and a Master of Business Administration degree from the University of Wisconsin-Whitewater.

W. Dudley Lehman

Director since 2003

Mr. Lehman, age 64, retired in 2006 as Group President for Kimberly-Clark Corporation, a manufacturer and marketer of a wide range of consumer and business-to-business products from natural fibers. He previously served as Group President–Business to Business and as Group President–Infant and Child

Care Sectors for Kimberly-Clark. Mr. Lehman is being re-nominated as a director because, among his other qualifications, he possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, manufacturing, sales, marketing, product innovation/development, operations, strategy development, executive compensation and leadership development. Mr. Lehman earned a Bachelor of Arts degree in political science from the University of North Carolina at Chapel Hill and a Master of Business Administration degree from Wake Forest University.

Nicholas T. Pinchuk

Director since 2007

Mr. Pinchuk, age 68,69, has been Snap-on’s President and Chief Executive Officer since 2007 and Chairman of the Board since 2009. Prior to his appointment as President and CEO,Chief Executive Officer, Mr. Pinchuk served as Snap-on’s President and Chief Operating Officer, and before that as Snap-on’s Senior Vice President and President–Worldwide Commercial & Industrial Group. Before joining Snap-on in 2002, Mr. Pinchuk served in several executive operational and financial management positions at United Technologies Corporation and held various financial and engineering positions at Ford Motor Company. Mr. Pinchuk also serves as a director of Columbus McKinnon Corporation. In addition to his other experience and expertise, Mr. Pinchuk is being re-nominated as a director because it is the Company’s traditional practice to have its Chief Executive Officer serve as a member of the Board. Mr. Pinchuk earned Master and Bachelor of Science degrees in engineering from Rensselaer Polytechnic Institute and a Master of Business Administration degree from Harvard Business School.

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Gregg M. Sherrill

Director since 2010

Mr. Sherrill, age 62,63, has served as Chairman and Chief Executive Officer of Tenneco Inc., a producer of automotive emission control and ride control products and systems, since 2007. Previously, Mr. Sherrill was Corporate Vice President and President, Power Solutions of Johnson Controls Inc., a global diversified technology and industrial company. Prior to joining Johnson Controls in 1998, Mr. Sherrill held various engineering and manufacturing positions during his 22 year career at Ford Motor Company. Mr. Sherrill is being re-nominated as a director because, among his other qualifications, he possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, manufacturing, product innovation/development, operations, accounting/finance, mergers and acquisitions, strategy development, executive compensation and leadership development. Mr. Sherrill earned a Bachelor of Science degree in mechanical engineering from Texas A&M University and a Master of Business Administration degree from Indiana University’s Graduate School of Business.

Donald J. Stebbins

Director since 2015

Mr. Stebbins, age 57,58, has served as President and Chief Executive Officer, and also as a director, of Superior Industries International, Inc., a manufacturer of aluminum wheels for the automotive industry, since May 2014. Prior thereto, he provided consulting services to various private equity firms since 2012. Mr. Stebbins previously served as Chairman, President and Chief Executive Officer of Visteon Corporation, an automotive components manufacturer, from 2008 until 2012, after having served as Visteon’s President and Chief Operating Officer from 2005 until 2008. Visteon filed for Chapter 11 bankruptcy protection in 2009 and emerged from bankruptcy in 2010. Before joining Visteon, Mr. Stebbins held various positions with increasing responsibility at Lear Corporation, a supplier of automotive seating and electrical distribution systems, including President and Chief Operating Officer – Europe, Asia and Africa, President and Chief Operating Officer – Americas, and Senior Vice President and Chief Financial Officer. Mr. Stebbins also serves as a director of WABCO Holdings Inc., and was previously a director of ITT Corporation until 2014 and of Visteon until 2012. Mr. Stebbins is being nominatedre-nominated as a director because, among his other qualifications, he possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, manufacturing, sales, product innovation/development, operations, accounting/finance (including as a

chief financial officer), mergers and acquisitions, strategy development, executive compensation and leadership development. Mr. Stebbins earned a Bachelor of Science degree in finance from Miami University and a Master of Business Administration degree from the University of Michigan.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE SEVEN NOMINEES.

Shares represented by proxies will be voted according to instructions on the Proxy Card.proxy card. Only cards clearly indicating a vote against will be considered as a vote against the nominee. If the Board learns prior to the Annual Meeting that a nominee is unable to serve, then the Board may name a replacement, in which case the shares represented by proxies will be voted for the substitute nominee.

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Continuing Directors Not Standing for Election at this Meeting

Directors Continuing to Serve Until the 2016 Annual Meeting

John F. Fiedler

Director since 2004

Mr. Fiedler, age 76, retired in 2003 as the Chairman of the Board and Chief Executive Officer of BorgWarner Inc., a supplier of engineered systems and components primarily for automotive powertrain applications. Prior to joining BorgWarner, Mr. Fiedler held various management positions globally during his 30 year career at The Goodyear Tire & Rubber Company. Mr. Fiedler serves as a director of Mohawk Industries, Inc. and WABCO Holdings Inc., and was previously a director of AirTran Holdings, Inc. until 2011. Mr. Fiedler was last re-nominated as a director because, among his other qualifications, he possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, manufacturing, marketing, product innovation/development, operations, accounting/finance, mergers and acquisitions, strategy development, executive compensation, leadership development and franchising. Mr. Fiedler earned a Bachelor of Science degree in chemistry from Kent State University and a Master of Business Administration degree from the Massachusetts Institute of Technology.

James P. Holden

Director since 2007

Mr. Holden, age 63, has been our Lead Director since 2009. He served 27 years in the automotive industry, including 19 years with DaimlerChrysler and its predecessor, Chrysler Corporation. He was President and Chief Executive Officer of DaimlerChrysler Corporation, a U.S. subsidiary of DaimlerChrysler AG, until 2000. Mr. Holden also serves as a director of Speedway Motorsports, Inc. and SIRIUS XM Holdings Inc. He previously served as non-executive Chairman of Meridian Automotive Systems, Inc. until 2009, and was a director of Motors Liquidation Company until 2011 and of SMobile Systems until 2010. Mr. Holden was last re-nominated as a director because, among his other qualifications, he possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, manufacturing, sales, marketing, product innovation/development, information technology, operations, accounting/finance, strategy development, executive compensation, leadership development and franchising. Mr. Holden earned a Bachelor of Science degree in political science from Western Michigan University and a Master of Business Administration degree from Michigan State University.

W. Dudley Lehman

Director since 2003

Mr. Lehman, age 63, retired in 2006 as Group President for Kimberly-Clark Corporation, a manufacturer and marketer of a wide range of consumer and business-to-business products from natural fibers. He previously served as Group President–Business to Business and as Group President–Infant and Child Care Sectors for Kimberly-Clark. Mr. Lehman was last re-nominated as a director because, among his other qualifications, he possesses experience and/or expertise in the following areas: knowledge of Snap-on’s industry/market, international business, manufacturing, sales, marketing, product innovation/development, operations, strategy development, executive compensation and leadership development. Mr. Lehman earned a Bachelor of Arts degree in political science from the University of North Carolina at Chapel Hill and a Master of Business Administration degree from Wake Forest University.

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CORPORATE GOVERNANCE PRACTICES AND BOARD INFORMATION

Nomination of Directors

The Corporate Governance and Nominating Committee fulfills the role of a nominating committee. The material terms of the Committee’s role are included in its charter, which is available on the Company’s website at www.snapon.com. The charter requires that all members of the Committee meet the independence requirements of applicable laws and regulations, including, without limitation, the requirements imposed by the listing standards of the New York Stock Exchange (the “NYSE”).

The Committee uses a variety of means to identify prospective Board members, including the Committee’s contacts and recommendations from other sources. In addition, it may also retain a professional search firm to identify candidates. Pursuant to its charter, the Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates and has the sole authority to approve the search firm’s fees and other retention items.

The Committee will consider director candidates recommended by shareholders provided that the shareholders submitting recommendations follow the procedures set forth below. The Committee does not intend to alter the manner in which it evaluates candidates based on whether the candidate was recommended by a shareholder or not. If a shareholder wishes to suggest an individual for consideration as a nominee for election to the Board at the 20162017 Annual Meeting, and possible inclusion in the Proxy Statement, we recommend that you submit your suggestion in writing to the Corporate Secretary before October 1, 2015,2016, for forwarding to the Committee.

To bring a nomination before the 20162017 Annual Meeting from the floor during the meeting, you must comply with our Bylaws. Our Bylaws require written notice to the Corporate Secretary between January 31, 2016,28, 2017, and March 1, 2016.February 27, 2017. If we receive your notice after March 1, 2016,February 27, 2017, then your proposal or nomination will be untimely. The notice must also meet the requirements set forth in our Bylaws. If you do not comply with these requirements, your nomination can be excluded.

The Committee has a procedure under which all director candidates are evaluated. The Company’s Corporate Governance Guidelines provide that the Board will not nominate individuals for election or re-election as directors after they have attained age 75. When evaluating a candidate’s capabilities to serve as a member of the Board, the Committee uses the following criteria: independence, the relationships that the candidate has with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company), conflicts of interest, ability to contribute to the oversight and governance of the Company, the candidate’s skill set and positions held at other companies, existing time commitments and diversity. Further, the Committee reviews the qualifications of any candidate with those of the Company’s current directors to augment and complement the skill sets of the current Board members. The Company believes that it is important for its Board to be comprised of individuals with diverse backgrounds, skills and experiences. The composition of the Board, as well as the experience and the qualities brought to the Board by our directors, are reviewed annually. While the Committee does not have a formal diversity policy and identifies qualified potential candidates without regard to any candidate’s race, color, disability, gender, national origin, religion or creed, it does seek to ensure the fair representation of all shareholder interests on the Board. The Board believes that the use of these general criteria, along with a non-discriminatory policy, will best result in a Board that evidences that diversity in many respects. The Board believes that it currently maintains that diversity.

Ms. Gillis and Mr. Stebbins, who were elected to the Board by our other directors effective July 18, 2014, and January 4, 2015, respectively, are independent directors. Ms. Gillis was initially identified to the Board of Directors as a director candidate as a result of a search conducted by Spencer Stuart, an outside consulting firm retained by the Committee and paid a fee for its services, which consisted of researching and recommending potential candidates. Mr. Stebbins was first recommended as a director candidate by Mr. Fiedler, one of our other independent directors.

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Communications with the Board

Shareholders and other interested parties who wish to communicate with the Board of Directors, individually or as a group, should send their communications to the Corporate Secretary at the address listed below. The Corporate Secretary is responsible for forwarding communications to the appropriate Board members and screens these communications for security purposes.

Snap-on Incorporated

Attention: Name of Director

c/o Corporate Secretary

2801 80th Street

Kenosha, Wisconsin 53143

Annual Meeting Attendance

All continuing directors are expected to attend the Annual Meeting of Shareholders either in person or by telephone. If a director attends by phone, he or she is also able to answer questions asked at the Annual Meeting. All directors serving at the time attended the 20142015 Annual Meeting of Shareholders in person.

Board Information

The primary responsibility of the Board is to oversee the business and affairs of the Company. The Board met eight times in 2014.fiscal 2015. All directors attended at least 75% of the total meetings of the Board and committees of which they were members in 2014; for Ms. Gillis, this refers to the period in which she served as a director. Mr. Stebbins did not join the Board until fiscal 2015. The Board also conducts regularly scheduled executive sessions of non-management directors. At these executive sessions, our Lead Director presides. Interested persons may communicate about appropriate subject matter with our Lead Director, as described above under the section titled “Communications with the Board.”

The Board is organized so that its committees focus on issues that may require more in-depth scrutiny. The present committee structure consists of the (i) Audit, (ii) Corporate Governance and Nominating, and (iii) Organization and Executive Compensation Committees. Committee reports are presented to the full Board for discussion and review.

The Board has adopted Corporate Governance Guidelines, which are available on the Company’s website at www.snapon.com.

Director Independence

The Board reviewed the independence of its members considering the independence tests promulgated by the NYSE, and has adopted categorical standards to assist it in making its determinations of director independence. These categorical standards are attached to this Proxy Statement as Appendix B.A. The Board has affirmatively determined that Ms. Daniel and Ms. Gillis and each of Messrs. Fiedler, Holden, Jones, Knueppel, Lehman, Sherrill and Stebbins are independent on the basis that they had no relationships with the Company that would be prohibited under the independence standards of the NYSE or in the categorical standards. Mr. Pinchuk, our Chairman, President and Chief Executive Officer, is not considered independent. An immediate family member of Mr. Holden’s is an employee of the Company, but is not an executive officer nor is that individual compensated in an amount requiring disclosure under Securities and Exchange Commission (“SEC”) rules; this relationship is permitted by the categorical standards and the Board determined that it did not affect Mr. Holden’s independence.

See “Other Information—Transactions with the Company” for information about Snap-on’s policies and practices regarding transactions with members of the Board.

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Board’s Role in Oversight of Risk

The Audit Committee is primarily responsible for evaluating the Company’s policies with respect to risk assessment and risk management. The Audit Committee reviews and discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control such risks. The Organization and Executive Compensation Committee oversees risks related to our compensation policies and practices. The Organization and Executive Compensation Committee receives reports and discusses whether the Company’s compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. The Corporate Governance and Nominating Committee is responsible for the oversight of risks associated with corporate governance and compliance. Periodically, the full Board itself conducts a review of risk management at the Company.

Board Leadership Structure

The Board has established the position of Lead Director to assist in overseeing the affairs of both the Company and the Board. The Lead Director is appointed by the Board and must be an independent director. The Lead Director’s responsibilities include: (i) presiding at Board meetings when the Chairman is not present; (ii) providing input to the Chairman regarding the agendas for Board and Committee meetings; (iii) presiding at all meetings of the independent directors; (iv) acting as the principal liaison between the independent directors and the Chairman on sensitive issues; and (v) being available for meetings with shareholders upon the request of the Chairman. Mr. Holden, an independent director, has served as our Lead Director since 2009.

Our Chairman is also our Chief Executive Officer and thus is not an independent director. The Company believes that having one person serve as chairman and chief executive officer allows that individual to leverage the substantial amount of information gained from both roles to lead the Company most effectively and to act as a unified spokesperson on behalf of the Company. Further, the Company believes that the designation of an independent Lead Director provides essentially the same benefits as having an independent chairman in terms of access and an independent voice with significant input into corporate governance, while maintaining Snap-on’s historical practice of generally having its chief executive officer also serve as chairman (other than at times when providing for an orderly transition of chief executive officers).

Audit Committee

The Audit Committee is composed entirely of non-employee directors who meet the independence and accounting or financial management expertise standards and requirements of the NYSE and the SEC. The Audit Committee assists the Board’s oversight of the integrity of the Company’s financial statements, the Company’s independent public accounting firm’s qualifications and independence, the performance of the Company’s independent registered public accounting firm, the Company’s internal audit function and the Company’s compliance with legal and regulatory requirements. The Audit Committee conducts an annual evaluation of its own performance. During fiscal 2014,2015, the Committee met eight times. The Board has adopted a written charter for the Audit Committee, which is located on the Company’s website at www.snapon.com. The Committee’s duties and responsibilities are discussed in greater detail in the charter. Currently, Ms. Daniel (Chair), Ms. Gillis and Mr. Jones serve on the Audit Committee. Mr. Holden served on the Committee until July 2014. The Board has determined that each member of the Audit Committee qualifies as an audit committee financial expert within the meaning of regulations promulgated by the SEC pursuant to the Sarbanes-Oxley Act of 2002.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is composed entirely of non-employee directors who meet the independence requirements of the NYSE. This Committee makes recommendations to the Board regarding Board policies and structure including size and composition of the Board, corporate governance, number and responsibilities of committees, tenure policy, qualifications of potential Board nominees, including nominees recommended by shareholders, and director compensation. In addition

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to conducting an annual evaluation of its own performance, the Committee oversees the annual evaluation of the Board. Currently, Messrs. LehmanKnueppel (Chair), Fiedler and KnueppelLehman serve on the Corporate Governance and Nominating Committee. During fiscal 2014,2015, the Committee met four times. The Board has adopted a written charter for the Corporate Governance and Nominating Committee, which is located on the Company’s website at www.snapon.com. The Committee’s duties and responsibilities are discussed in greater detail in the charter. See the section titled “Nomination of Directors” for more information regarding recommending and nominating director candidates.

Organization and Executive Compensation Committee

The Organization and Executive Compensation Committee is composed entirely of non-employee directors who meet the independence requirements of the NYSE and the SEC. This Committee oversees our corporate organization, executive succession and executive compensation programs. It recommends to the Board the appropriate level of compensation for our Chief Executive Officer and, after consulting with the Chief Executive Officer, approves the compensation of our other officers. This Committee also administers our incentive stock and compensation plans, andas well as the employee stock ownership and franchisee stock ownership plans. This Committee has also been designated by the Board to consider and conduct succession planning for the chief executive officer position with the oversight of the Board. The Committee may, in its sole discretion, retain or obtain the advice of compensation consultants, legal counsel or other advisers as it deems appropriate in connection with the discharge of its duties; prior to selecting any such adviser, the Committee considers all factors relevant to the adviser’s independence from management, including those set forth in SECNYSE and NYSESEC rules. The Committee conducts an annual evaluation of its own performance. Currently, Mr.Messrs. Sherrill (Chair), Mr. Holden and Mr. Stebbins serve on the Organization and Executive Compensation Committee. Edward H. Rensi and Roxanne J. Decyk were also members of this Committee until they left the Board in February 2014 and June 2014, respectively. During fiscal 2014,2015, the Committee met four times. The Board has adopted a written charter for the Organization and Executive Compensation Committee, which is located on the Company’s website at www.snapon.com. The Committee’s duties and responsibilities are discussed in greater detail in the charter. The Committee’s processes and procedures are described in the section titled “Compensation Discussion and Analysis.”

Availability of Certain Corporate Governance Documents

The Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and a written charter for each of the Audit Committee, Corporate Governance and Nominating Committee and the Organization and Executive Compensation Committee. The Corporate Governance Guidelines, the Code of Business Conduct and Ethics (and information about any waivers from the Code that are granted to directors or executive officers) and the committees’ charters are available on the Company’s website at www.snapon.com.

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Board Compensation

Employee Directors

Directors who are employees do not receive additional compensation for serving on the Board or its Committees.

Non-employee Directors

The annual cash retainer for each of our non-employee directors was $85,000 in fiscal 2014.2015. Annual committee chair fees were the following: Audit Committee—$20,000; Organization and Executive Compensation Committee—$15,000; and Corporate Governance and Nominating Committee—$12,500. Audit Committee members, excluding the Audit Committee Chair, received an additional annual fee of $7,500; members of the Corporate Governance and Nominating Committee and the Organization and Executive Compensation Committee, other than each committee’s chair, did not receive additional annual fees for such service. Our Lead Director received an additional annual fee of $25,000 for serving in that role. Non-employee directors do not receive Board or committee meeting attendance fees.

On February 13, 2014,12, 2015, the Board of Directors approved a grant of $130,000 worth of restricted stock to each continuing non-employee director under our 2011 Incentive Stock and Incentive Plan.Awards Plan (the “2011 Plan”). The number of restricted shares granted was based on the average closing price for the Company’s stock for the 30 business days prior to the grant date. Therefore, in fiscal 2014,2015, each continuing non-employee director other than Ms. Gillis and Mr. Stebbins, received 1,237960 restricted shares. Ms. Gillis, who was appointed to the Board in July 2014, received a prorated grant of 502 restricted shares in August 2014. The restrictions on these shares generally lapse upon the earliest of the first anniversary of the grant date, the director’s death or disability or a change of control, as defined in the 2011 Stock and Incentive Plan. The directors have full voting rights with respect to these shares and are entitled to receive cash dividends at the same rate as the dividends paid to our other shareholders. Mr. Stebbins did not receive a restricted stock grant from the Company in fiscal 2014 because he did not join the Board until fiscal 2015.

Directors have the option to receive up to 100% of their fees, including the annual retainer, in cash or shares of common stock under the Amended and Restated Directors’ 1993 Fee Plan, which we refer to as the “Directors’ Fee Plan.” Under the Directors’ Fee Plan, non-employee directors receive shares of our common stock based on the fair market value of a share of our common stock on the last day of the month in which the fees are paid. Directors may choose to defer the receipt of all or part of their shares and fees to a deferral account. The Directors’ Fee Plan credits deferred cash amounts with earnings based on market rates of return. Earnings on deferred cash amounts were based on the applicable market rates, which from January 1, 20142015 to December 31, 2014,2015, averaged 3.72%3.01%. Dividends on deferred shares of common stock are automatically reinvested.

Directors also are entitled to reimbursement for reasonable out-of-pocket expenses they incur in connection with their travel to and attendance at meetings of the Board or committees thereof. In addition, non-employee directors who are not eligible to participate in another group health plan may participate in our medical plans on the same basis as our employees; however, non-employee directors must pay the full premium at their own expense. Eligibility to participate in our medical plans ceases upon termination of service as a director. In addition, pursuant to the Company’s employee tool purchase plan, directors are eligible to take advantage of employee discount prices up to a maximum of $5,000 per year, the same limit applicable to Company retirees, who are also eligible to participate in the plan.

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Set forth below is a summary of compensation for each non-employee director in fiscal 2014:2015:

Table 1: Director Compensation

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The restrictions on the shares of restricted stock granted to non-employee directors in fiscal 20142015 generally lapse upon the earliest of the first anniversary of the grant date, the director’s death or disability or a change of control, as defined in the 2011 Stock and Incentive Plan. The restrictions on the restricted stock units (“RSUs”) granted from fiscal 2009 through fiscal 2012, and on the shares of restricted stock granted prior to fiscal 2009, lapse upon the earliest of the director’s retirement from the Board, the director’s death or a change of control, as defined in the 2011 Stock and Incentive Plan or its predecessor.

Stock Ownership Guidelines for Directors

Snap-on believes that it is important for directors to maintain an equity stake in Snap-on to further align their interests with those of our shareholders. Directors must comply with stock ownership guidelines as determined from time to time by our Board. The ownership guidelines for directors require that each director must own Snap-on shares equal to three times the director’s annual base cash retainer within five years from the start of the next calendar year after such director’s initial election or appointment. Currently, sevenall nine of our nine non-employee directors have met the ownership guidelines. Ms. Gillis and Mr. Stebbins have until January 1, 2020, and January 1, 2021, respectively, to comply with these guidelines.

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The Board of Directors proposes that shareholders ratify the selection by the Audit Committee of Deloitte & Touche LLP (“D&T”) to serve as the Company’s independent registered public accounting firm for the 2015 fiscal year.2016. Pursuant to the Sarbanes-Oxley Act of 2002 and regulations promulgated by the SEC thereunder, the Audit Committee is directly responsible for the appointment of the independent registered public accounting firm. Although shareholder ratification of the Audit Committee’s selection of the independent registered public accounting firm is not required by our Bylaws or otherwise, we are submitting the selection of D&T to our shareholders for ratification to permit shareholders to participate in this important decision. If the shareholders fail to ratify the Audit Committee’s selection of D&T as the Company’s independent registered public accounting firm for 2015fiscal 2016 at the Annual Meeting, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select a different independent registered public accounting firm. Representatives of D&T will be at the Annual Meeting to answer your questions and to make a statement if they so desire.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015.FISCAL 2016.

AUDIT COMMITTEE REPORT

The duties and responsibilities of the Audit Committee are set forth in a written charter adopted by the Board, which is located on the Company’s website at www.snapon.com. The Audit Committee reviews and reassesses this charter annually and recommends any changes to the Board for approval.

During fiscal 2014,2015, the Audit Committee met eight times. In the exercise of its duties and responsibilities, the Committee members reviewed and discussed the audited financial statements for fiscal 20142015 with management and the independent registered public accounting firm. In addition, the Audit Committee members met to discuss the earnings press releases and interim financial information contained in each earnings press release with the Chairman, President and Chief Executive Officer, the Senior Vice President-FinancePresident–Finance and Chief Financial Officer, the Vice President and Controller, and the independent registered public accounting firm prior to public release.

The Audit Committee also discussed with the independent registered public accounting firm those matters required to be discussed by the Public Company Accounting Oversight Board’s (“PCAOB”) Auditing Standard No. 16, CommunicationCommunications with Audit Committees. In addition, the independent registered public accounting firm provided to the Audit Committee the written disclosures required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and the Audit Committee discussed with the independent registered public accounting firm their independence. Based on their review and discussions and subject to the limitations on the role and responsibilities of the Audit Committee in its charter, the Audit Committee recommended to the Board that the audited financial statements be included in Snap-on’s Annual Report to shareholders on Form 10-K to be filed with the Securities and Exchange Commission.SEC.

Karen L. Daniel, Chair

Ruth Ann M. Gillis

Nathan J. Jones

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DELOITTE & TOUCHE LLP FEE DISCLOSURE

The Audit Committee selects our independent registered public accounting firm for each fiscal year. During the fiscal year ended January 3, 2015,2, 2016, D&T was employed principally to perform the annual audit, including audit services related to the Company’s Sarbanes-Oxley Section 404 compliance, and to render tax advice and compliance services. The following table sets forth the amount of fees for professional services rendered by D&T as of and for the fiscal years ended January 2, 2016 (fiscal 2015) and January 3, 2015 (fiscal 2014) and December 28, 2013 (fiscal 2013).

The Audit Committee has adopted a policy for pre-approving all audit and non-audit services provided by the independent registered public accounting firm. These procedures include reviewing a budget for audit and permitted non-audit services. The budget includes a description of, and a budgeted amount for, particular categories of non-audit services that are recurring in nature or anticipated at the time the budget is submitted. Audit Committee pre-approval is required to exceed the budgeted amount for a particular category of services and to engage the independent registered public accounting firm for any service that was not pre-approved. The Audit Committee considers whether the provision of such services are consistent with the SEC’s rules on auditor independence and whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service. The Audit Committee considered the non-audit services provided by D&T in fiscal 20142015 and 20132014 and determined that the provision of those services is compatible with maintaining auditor independence. The Audit Committee has also delegated pre-approval authority to the Committee Chair, provided that any pre-approval by the Committee Chair is reported to the Audit Committee at its next regularly scheduled meeting. The Audit Committee periodically receives a report from members of management and the independent registered public accounting firm on the services rendered and fees paid to the independent registered public accounting firm to ensure that such services are within the pre-approved amounts.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the number of shares of Snap-on common stock beneficially owned by each non-employee director or nominee for director, Messrs. Kassouf, Pagliari, Pinchuk, Shur and Ward (the “named executive officers” or “NEOs”), and all current directors and executive officers as a group, as well as each person or entity known to us to be the beneficial owner of more than 5% of our common stock, as of March 2, 2015the close of business on February 29, 2016 (the “Record Date”). Beneficial owners include the directors and executive officers, their spouses, minor children and family trusts. Unless otherwise indicated in the footnotes, the individuals and entities listed below have sole voting and investment power over their shares.

Table 2: Security Ownership of Certain Beneficial Owners and Management

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation Discussion and Analysis provides information regarding the objectives and elements of our compensation program with respect to the compensation of the executive officers named in the Summary Compensation Table herein (the “named executive officers” or “NEOs”) and listed below:

At the 20142015 Annual Meeting, we held a shareholder advisory vote to approve our executive compensation policies and decisions. OverApproximately 98% of shares voted supported the proposal and, therefore, the advisory resolution regarding executive compensation was approved. Although the vote was non-binding, the Company, the Board of Directors and the Organization and Executive Compensation Committee of the Board (the “Committee”) all pay close attention to our shareholders’ views regarding the Company’s executive compensation policies and decisions. Based on the vote, the Committee believes that our shareholders generally support the Company’s executive compensation philosophy, program and decisions.

Executive Summary

Performance Overview

We believe Snap-on’s fiscal 2015 results further validated our 2014 financial results reinforced the strengthability to build upon our unique combination of Snap-on’s value proposition of making work easier forcapabilities in serving serious professionals performing critical tasks in workplaces of consequence. Our commitment to this positioning guidestasks. We also believe these results provided further evidence that we are successfully navigating our path along ourstrategic runways for coherent growth: enhancing the franchise network, expanding within the vehicle repair shop owners and managers,garage, extending to critical industries and building in emerging markets. At the same time, we remain dedicatedremained committed to runways forongoing operating improvement embodied inthrough our Snap-on Value Creation Processes in the areas of safety, quality, customer connection, innovation and rapid continuous improvement (“RCI”). This balanced approach again yielded encouraging results in 2014.fiscal 2015. Net sales of $3.4 billion for the year increased 2.3% from fiscal 2014; organic sales growth (excluding foreign currency translation and acquisition-related sales) was 7.1%. With significant international operations, Snap-on is subject to foreign currency fluctuations, which, largely due to the strengthening of the U.S. dollar in fiscal 2015, adversely impacted our reported sales for the year of $3.3 billion increased 7.2% from 2013, including 6.9% organic sales growth (excluding acquisition-related sales and foreign currency translation)by 5.2%. Operating margin before financial services of 16.3%17.7% improved 120140 basis points from 15.1%16.3% a year ago, reflecting both higher sales and savings from RCI initiatives. Operating earnings from financial services grew to $149.1of $170.2 million in 2014,increased 14.2%, primarily due to the growth of our financial services portfolio. Net earnings of $421.9$478.7 million increased 20.4%13.5% year over 2013 levels,year, and diluted earnings per share reached a record at $7.14. $8.10.

We believe our commitment to our strategic initiatives for both growth and improvement will enable us to create long-term value for our shareholders. The table below provides 2014fiscal 2015 financial highlights:

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Our executive compensation philosophy and programs are structured to pay for operating and individual performance, as described in this section and in “Executive Compensation Information” below. Our positive results are driven by our executives, and their teams, who are rewarded for this performance. In 2014,fiscal 2015, our overall executive compensation levels generally increased from 2013fiscal 2014 as a consequence of the Company’s positive results. Our pay program is aligned with our key long-term and short-term strategic business objectives. As results improve, our shareholders and associates, including our executives, are rewarded. However, if results decline or do not improve, our executives’ compensation is reduced accordingly.

Compensation Strategy and Objectives

Snap-on’s executive compensation program is designed to:

Our goal is to design a compensation program that rewards executive officers for operating performance, as well as corporate and personal performance goals. As such, the majority of our executive officers’ total compensation opportunity is placed at risk by tying it to annual and long-term performance incentive plans. In addition, our objective is to properly balance financial and strategic performance, short- and long-term performance and cash and equity compensation.

Our overall compensation program consists of base salary, cash-based annual incentives and long-term incentives, which are granted in the form of stock options, performance share unitsPSUs and performance-based RSUs. The total targeted direct compensation mix for the Chief Executive Officer (“CEO”) and the other named executive officers is illustrated in the following pie charts:

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Our current target annual and long-term incentive programs balance a number of different performance metrics:

We believe that the performance metrics outlined above, coupled with stock price, focus our executives on the important factors that drive our business and create value for our shareholders.

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Governance

Over the past several years, we have maintained sound compensation practices and adjusted our program to better reflect good governance practices and standards. For example,

Compensation Program and Philosophy

The Committee is composed solely of independent directors, as determined under NYSE listing standards. The Committee oversees Snap-on’s executive compensation program. The Committee’s responsibilities are set forth in its charter, which is available on the Company’s website at www.snapon.com.

Snap-on’s philosophy is to place a significant amount of each executive officer’s pay at risk so that he or she is rewarded for achieving Snap-on’s long-term and short-term strategic business goals, taking into consideration both internal business and external shareholder perspectives. We determine target total direct compensation levels (base salary plus target annual and long-term incentives) for our executive officers based on several factors, including:

We believe that:

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To further emphasize our pay for performance philosophy, we generally derive base salaries from the median for comparable positions reflected in the Market Data (described below). Our targeted total direct compensation levels are designed to generally fall within reasonable competitive boundaries, which we believe are at or somewhat above the median of the Market (described below), with stretch goals built into our incentive plans to achieve above the 50th percentile. In fiscal 2014,2015, reflective of our continuing positive performance, we expect our actual total direct compensation levels towill fall near the 70th75th percentile of Market Data based on information used during the compensation planning process. Each element of our compensation program is outlined below.

In addition to base salary and incentive compensation, the Committee also oversees benefits and other amounts payable to executive officers, including retirement benefits and potential benefits that may be payable in a situation involving a change of control of the Company. Retirement benefits are intended both to recognize, over the long term, services rendered to the Company and to ensure that we can attract and retain high quality executive officers.executives. The Committee periodically reviews market practices with respect to these other types of compensation. For further discussion about these benefits, see “Other Benefits,” “Retirement and Deferred Benefits” and “Change of Control and Other Employment-related Agreements” below.

The Company does not provide other perquisites to executive officers.

The Company does not have any specific compensation agreements with the NEOs other than the change of control agreements described below. The Committee periodically reviews these agreements and compares the level of benefits payable thereunder to those offered at other companies, and believes these types of agreements remain important to the Company.

Severance for executive officers, outside of a change of control event, is determined on a case-by-case basis; therefore, there are no special agreements with the NEOs.

Committee Practices

The Committee has the sole authority to retain and terminate a consulting firm to assist in the evaluation of the compensation of the CEO and other executive officers and has the sole authority to approve the consultant’s fees and other retention terms. As part of the process to retain an executive compensation consultant, the Committee considers the consultant’s representations with respect to theirits practices and approach to maintaining independence. To further ensure independence, our executive compensation consultant reports directly to the Committee. The analyses performed by our consultant on competitive marketplace practices are referred to as the “Market” or “Market Data.”

The Committee reviews data that reflects the Market as a benchmark to provide one reference point for compensation practices as well as a source of comparative information to assist in determining various components of an executive officer’s direct compensation; however, it does not use this information to mathematically calculate compensation nor limit itself to the range produced by the Market Data. The Committee reviews the Market Data in general terms, and we believe it is important for the Committee to use its judgment and discretion to address individual circumstances rather than to simply aim for a level of compensation that falls within a specific range of the Market Data. Therefore, the information in the Market Data is not used to limit the discretion of the Committee in establishing compensation levels for executive officers.

The Committee has retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) to provide ongoing advisory services to the Committee. These services include, but are not limited to: providing updates on trends in executive compensation practices; reviewing and making recommendations on the Company’s overall compensation strategy; providing input and reviewing CEO and other executive

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officer salary increases and incentive targets; reviewing incentive program design; updating the peer group; and performing market analyses. Semler Brossy does no other work for the Company other than acting as an advisor to the Committee. The Committee reviewed the independence factors set forth in applicable SECNYSE and NYSESEC rules, and determined that the retention of Semler Brossy did not give rise to any conflict of interest in fiscal 2014.2015.

The following 16 publicly-traded companies comprised the Company’s peer group for the fiscal 20142015 compensation planning cycle:

Peer companies are reviewed on a biennial basis. Peer companies’ revenue and/or market value are within a reasonable range relative to the Company, are direct competitors of the Company and/or have similar business characteristics or compete with us for executive talent. We believe that the peer group data provides an understanding of specific pay levels and mix for named executive officers, as well as broader pay designs and practices for a specific group of companies. We also believe that this data provides us with a good basis for an external review of the relationship between pay and performance. To supplement peer group compensation data, our compensation consultant gathers and reviews information from surveys that are available from widely recognized experts in the compensation field, namely Towers Watson & Co.

The same peer group shown above is being used for the fiscal 20152016 compensation planning cycle.

The Committee annually reviews and approves, in consultation with its compensation consultant, the base salaries of each executive officer in view of Market Data, aneach individual’s annual performance review and any related merit adjustment recommended by our CEO.CEO, as well as Market Data. Salary adjustments are generally made annually (“merit increase”) or in conjunction with a change in responsibility.

Generally, the Committee begins its consideration of the next year’s total compensation at its November meeting. During these meetings, matters such as changes in Market Data, plan philosophy and design, expected performance and historical performance are discussed. Final determinations of plan designs, annual incentive targets and long-term incentive compensation awards are made at the Committee’s February meeting, which is held in conjunction with a regularly scheduled Board meeting shortly after the public release of the prior year’s financial results. At that meeting, the Committee also is able to review prior year performance and the status of prior awards of long-term incentive compensation. The Committee has found that considering those matters at a February meeting allows the Committee to factor in both the prior year’s actual financial results and the current year’s operating plan. In some cases, financial goals for incentive plan awards may be finalized shortly after the February meeting, allowing the Committee to further consider items from that meeting. Occasionally, grants of long-term incentive compensation are made at other meetings in special cases such as promotions or new hires.

Stock options and other long-term incentives are awarded effective as of the Board or Committee meeting date anddate. Stock options have an exercise price equal to the closing price of Snap-on common stock as reported on the NYSE on the grant date, which is either that date or a specified future date (the “grant date”).

Upon the request of the Committee, various Company personnel compile and organize information, arrange meetings and act as Company support for the Committee’s work. As discussed in further detail below, our CEO is also involved in making compensation recommendations for other executive officers, which are considered by the Committee; however, management (including the CEO) does not have any involvement in the determination of the CEO’s compensation.

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Total Direct Compensation—Cash and Incentive

Three elements comprised the total direct cash and incentive compensation for Snap-on’s executive officers in 2014:fiscal 2015:

Base Salary

We provide base salaries in order to attract and retain high quality individuals. The median of base salaries in the Market Data is generally used as a reference point to compare and assist in the establishment of our executive officers’ base salaries. Base salaries, however, are not mathematically derived from these medians because we believe that it is appropriate for the Committee to use its discretion in setting base salaries. ThereAs a result, there are variances from the median of the Market Data due to factors such as performance, individual experience, tenure in the position, prior salary and prior salary.variations in the Market Data. The Committee reviews executive officers’ salaries, including those that are substantially above or below the median, and also considers a number of other factors such as job responsibilities and changes in job responsibilities, achievement of specified Company goals, retention, demonstrated leadership, performance potential and Company performance when determining base salary. While the factors that are considered in setting base salaries are not weighted or ranked in any particular way, it is expected that individuals would gradually move higher in salary ranges as their performance improves and as they gain experience with the Company and in their position.

The Committee regularly monitors and considers appropriate adjustments to the base salaries of those executives who fall significantly outside our compensation philosophy. In November 2013,2014, after reviewing Market Data prepared by Semler Brossy and considering the factors discussed above, we determined that the base salaries of our executive officers were, in the aggregate, below Market median. The base salaries of our NEOs ranged from 15%14% below Market median to 4%6% above Market median. We inherently expect variances among executives, and the differences among current salary levels largely reflect specific intent and situations (e.g., internal equity or experience).

Messrs.Mr. Pagliari Kassouf and Shur werewas determined to be below Market median. In March 2014,2015, a 5.5%5.8% increase was awarded to Mr. Pagliari, in April 2014, an increase of 5.0% was awarded to Mr. Kassouf, and in August 2014, Mr. Shur received an increase of 4.7%, bringing theirhis base salariessalary closer to Market median. Messrs. Pinchuk, Ward, Kassouf and WardShur were determined to be at Market median. The Board of Directors approved a base salary increase of 3.0% for Mr. Pinchuk, effective in August 2014,2015, consistent with the overall level of merit increases across the Company. In April 2014, Mr.2015, Messrs. Ward and Kassouf received a 4.5%4.4% and 5.2% base salary increase.increases, respectively, and in August 2015, Mr. Shur received an increase of 4.5%, reflecting their positive performance during the year. See the Summary Compensation Table below for the base salaries of the NEOs.

Annual Incentives

We provide annual cash incentives for our executive officers and approximately 1,000 other salaried employees under the 2011 Incentive Stock and Awards Plan (the “2011 Stock and Incentive Plan”). At the Annual Meeting, we are asking our shareholders to approve the amendment of the 2011 Stock and Incentive Plan so that we can continue to offer incentives to participants under the plan; for more information, see “Item 3: Approval of the Amendment to, and Restatement of, the Snap-on Incorporated 2011 Incentive Stock and Awards Plan” below.

Annual incentive compensation is intended to place a significant part of each executive officer’s total annual compensation at risk (i.e., pay for performance only). While base salaries are generally compared to Market median, as previously discussed, annual incentive targets are designed to generally fall within reasonable competitive boundaries, with stretch goals built into our incentive plans to achieve above the 50th percentile. However, as is the case with base salaries, the Committee exercises discretion and is not bound by the range provided by the Market Data. In aggregate, our 2014fiscal 2015 annual

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incentive targets for our NEOs excluding Mr. Pinchuk, were at the 50th percentile of the Market. Mr. Pinchuk was deemed to be below the 50th percentile. As a result, the Committee approved an annual incentive target increase for Mr. Pinchuk from 100% to 125% of his base salary.

The 2014fiscal 2015 annual incentive targets for each of the NEOs are set forth in the following table:

The general plan design for all participants in the annual incentive plan, including the NEOs, in 2014fiscal 2015 provided for a 50% weighting on consolidated financial results, focused on operating income and return on net assets employed before interest and taxes (“RONAEBIT”), and a 50% weighting for personal strategic business goals, which included additional quantifiable measures where possible. These proportions reflect the Committee’s belief that annual incentives should drive shareholder value by focusing employees on the success of the overall Company and encouraging collective behavior, while still allowing for flexibility to meet changing business challenges. It is the philosophy of the Committee and management that to receive a payout on the consolidated financial results component of the annual incentive award, the Company needs to achieve a RONAEBIT at least equal to its weighted- average cost of capital (“WACC”) since the Committee and Board believe that a return greater than WACC represents the threshold for enhancing value to shareholders.

Annual goals were set and approved by the Committee at its February 20142015 meeting. Bonus awards earned during the year were paid in February 2015.2016. See the table below for the weighting of the components of the 2014fiscal 2015 annual incentive plan:

Consolidated Financial Results Component

The Committee utilized operating income and RONAEBIT as the operating performance measures for the Company-wide portion of the 2014fiscal 2015 annual incentive award. These measures were chosen because they are consistent with the Company’s growth goals and objectives. The Committee believes they are important factors in driving shareholder value, and these measures are regularly used to assess consolidated financial performance internally, as well as externally.

For each operating performance measure, the Committee set three different performance levels (in order of rank)—“threshold,” “target” and “maximum.” Participants could earn up to twice their target percentage for performance at the “maximum” level and 25% of their target percentage for performance at the “threshold” level. Payments were adjusted proportionately and interpolated for actual performance that fell between the “threshold,” “target” and “maximum” levels.

Under the relevant plans, the Committee has broad discretion in determining goals, results and payments, including modifying goals to reflect corporate developments, such as acquisitions, adjusting results or changing an individual’s goals. However, it only uses this discretion after setting goals when it believes it is appropriate to better reflect the intentions of these incentives and further the interests of

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the Company and its shareholders. The Committee also can consider unusual financial circumstances. During fiscal 2014, corporate goals were adjusted to reflect the May 2014 Pro-Cut International, Inc. (“Pro-Cut”) acquisition. Other than adjusting for that acquisition, theThe Committee did not use its discretion in fiscal 2015 to otherwise change corporate goals or the amount of any annual incentive award to executive officers as compared to the amounts calculated according to the goals.

2014 Consolidated Financial Goals and Results

The 2014fiscal 2015 goals and actual results for Company financial performance are set forth in the table below and are further explained in this section. Unless otherwise indicated in the discussion below, the corporate goals are presented as adjusted for the Pro-Cut acquisition.

In setting the 2014fiscal 2015 operating income targets, the Committee considered the then-projected macroeconomic outlook, the annual operating plans approved by the Board and the performance of Snap-on as well as its peers. The “threshold” operating income metric was set at $465.8$526.6 million, essentially equal to the prior year’s result.result, as adjusted for currency fluctuations. The “target” operating income metric was set 11% over the “threshold,” and “maximum” was set 25% above the “threshold.” The Committee considered the “target” operating income metric a substantial improvement over the results achieved in 2013fiscal 2014 and the “maximum” operating income metric the product of achieving exceptional stretch goals.

In setting the 2014fiscal 2015 RONAEBIT goals, the Committee adhered to its philosophy that the Company should achieve at least its WACC for participants to receive any payout based on consolidated financial results. It also considered the projected macroeconomic outlook, the annual plan approved by the Board and the Company’s growth strategies, as well as their impact on assets. TheBased on those considerations, the “threshold” level of RONAEBIT was set at 23.8%26.0%, a level that the Committee believed added shareholder value when coupled with a substantial level of operating income. The “target” level was set 5.0five percentage points higher than the “threshold” level, reflecting reasonable performance above the Company’s WACC, and the “maximum” level required an additional 4.9five percentage point increase beyond the “target” level and was considered a significant stretch.

A payment at the “threshold” level could be earned in one of three ways: (i) if the Company achieved the “threshold” level on both operating income and RONAEBIT; (ii) if operating income at 10% below the level realized in 2013fiscal 2014 was achieved and RONAEBIT equaled the “target” level; or (iii) if RONAEBIT equaled the Company’s WACC and the Company achieved 5.5% above the “threshold” level operating income. Realizing at least a 25% “threshold” payment was considered minimally acceptable because it would require recognizable improvement in one of the measures while maintaining acceptable levels of performance on the other measure.

In February 2015,2016, after comparing the Company’s consolidated financial results for 2014fiscal 2015 to the consolidated financial performance goals, the Committee approved a vested award amount of 133.3%

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137.6% relative to the consolidated financial results component of the annual incentive plan. The Company achieved a RONAEBIT performance of 30.5%34.7%, between the “target” and “maximum” levels. Operating income improvement of 15.6%14.6% as compared to 2013,fiscal 2014, excluding the effect of foreign currency translation, resulted in performance between the “target” and “maximum” levels.

Personal Strategic Business Goals Component

As previously discussed, 50% of each executive officer’s annual incentive is based on the achievement of personal strategic business goals. Inclusion of these personal strategic business goals is intended to incent a focus on specific objectives that are critical to the individual’s role at the Company. Our objective is to set goals under the plan that are quantitative and measurable where possible; however, certain personal strategic business goals are, by necessity, somewhat subjective in nature. Each personal strategic business goal was weighted individually and scored separately; therefore, not all goals had to be achieved in order to receive a payout on this component of the plan.

Achievement of personal strategic business goals ranges from 0% to 200% of target. The 2014fiscal 2015 personal strategic business goals for each of the NEOs and the weighting of each individual goal, as well as the Committee’s determinations related to the goals, where appropriate, are summarized as follows:

Mr. Pinchuk:

Asian expansion continued throughThe net van count increased in fiscal 2015; franchisee sales assistance programs improved van capabilities, including franchisee financial processes, inventory count procedures and returns processing, resulting in enhanced franchisee productivity, profitability and strength; significant new products were added to several critical industry product launches,lines; new products were introduced in the repair shop space, further reinforcing the Company’s position in that market; expansion in Asia continued with the opening of several new Blue-Point stores in China and India, the addition of distributors and resellers and distributors to the extensionsales channel, and the enhancement of training seminars;region-wide sales increased in targeted critical industries; the net van count remained stable and franchisees’ selling time continued to increase through productivity improvements; repair shops’ product portfolio was further enhanced; Pro-Cuttraining; Ecotechnics S.p.A was successfully acquired and integrated;integrated, and multiple further acquisition opportunities continue to be assessed.evaluated.

SOC exceeded its profitabilityprofit and performance targets; communicationtargets, which included lower-than-planned net losses, and interactionactive participation in investor-related events and meetings occurred both domestically and internationally, reinforcing the Company’s position with the investment community were positively maintained; and the strategic funding strategy continues to be successfully executed.institutional investor community.

TheStrengthening of the Snap-on management team continued to be strengthened through external hiring, with a particular focus on engineering talent, and internal development of key, high-potential associates, along with the advancementreassignment of high potential associates to different businesses and geographies, expanding the exposure and knowledge of these individuals; high quality engineers were added throughout the organization; and CEO succession planning.planning progressed.

Performance improvement continued to be driven throughout the Company, as Snap-on Value Creation is embracedProcesses are widely embraced; numerous Shingijutsu and RCI events occurred across the organization—organization, resulting in manufacturing, distribution, and office locations; safety, quality and RCI efforts drove margin and operatingfurther profit improvements; customer connection and innovation resulted in significant expansion, to product offerings in critical industries; and the Company registered an encouraging increase in operating income margin compared to last year, including significant margin increasesimprovement in itsthe European-based hand tools business.business; the Company’s unique customer connection resulted in innovative ideas and expanded product offerings; and Snap-on’s safety record continues to exceed industry standards.

After a review of Mr. Pinchuk’s performance, the Committee determined that Mr. Pinchuk’s resulting payout was 130%135% for his personal strategic business goals.

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Mr. Pagliari:

The Company exceeded its full year financial plan for both sales and net income and continued to increase its overall financial strength;income; corporate business development workedexplored multiple potential acquisition targets, working closely with operating management to assess potential acquisition opportunities;management; and communicationactive participation in investor-related events and interaction withmeetings occurred both on the investment community were positively maintained.domestic front and internationally.

Collaboration between corporate finance and operations was robust and effective; participation at international and operational events provided developmental opportunities for the business groups was broad based, resulting in improved potentialcorporate finance staff; and support for operations and RCI cost saving initiatives is intended to provide prospective long-term profit generation RCI cost savings and a strong internal control environment.for the Company.

SOC’s operating income exceeded expectations and portfolio net losses were lower than planned.

After a review of Mr. Pagliari’s performance, the Committee approved a payout of 130%133% for his personal strategic business goals.

Mr. Ward:

The RS&I Group significantly increased its profitability achieving newand sales compared to last year; however, it slightly missed its sales and operating income records.targets.

Several major newNew products were launched successfully both domesticallyacross all of the RS&I Group’s divisions, enhancing product offerings to repair shop owners and internationally, including in emerging markets.managers.

TheCustomer connection is fully embraced by the RS&I Group drove continued developmentGroup. Thousands of Snap-on Value Creation across its businesses through expanded customer surveys, seminarscustomers were surveyed post-purchase, facilitating internal training on sales, delivery, installation and customerproduct innovation. Face-to-face shop visits, interviews and observations further strengthening its connection to customers. Snap-on Value Creation has been introduced toenhanced the Pro-Cut team and integrationunderstanding of safety and RCI principles is underway.innovations that will make customers’ work easier.

Teams within Mr. Ward’s organizationRS&I Group associates continued to work closely with businesses throughout the CompanyCompany’s Asia/Pacific team to develop new productsfurther enrich the development, production and programs that directly benefited areas outsidedelivery of his overall span of responsibility.equipment products. Collaborating with the Snap-on Tools Group, the RS&I associates worked along-side the Company’s Asia Pacific management and engineersGroup also developed comprehensive market support programs to enhance the equipment product lineaid franchisees in that region.selling diagnostic products.

After a review of Mr. Ward’s performance, the Committee approved a payout of 122%117% for his personal strategic business goals.

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Mr. Kassouf:

The Snap-on Tools Group achieved significant increases in sales and profitability, while reaching all ofexceeding its business plan targets.

The Snap-on Tools Group worked closely withproduct development, quality, manufacturing and compliance teams were deployed to assist business units throughout the Company’s Asia Pacific management to procure product and establish distribution stores for mid-tier brands in that region. Product launches were initiated through the van channelCompany, resulting in increasedimproved sales and profitability of several business unitsprofit in the company. In addition, the Group’s marketing and logistics support was expanded to benefit other Snap-on groups.those businesses.

SOC’s operating income exceeded expectations and portfolio net losses were lower than planned.

NetThe net van count was maintained at a stableincreased in fiscal 2015. Franchisee sales assistance programs increased and effective level.improved franchisee financial processes, inventory count procedures and returns processing, resulting in enhanced franchisee productivity, profitability and strength.

The Snap-on Value Creation ProcessProcesses continued to drive deeper customer connection, further enhancing innovationconnections, resulting in multiple customer ideas being converted into new products; process capability and technology, to establishquality labs were enhanced in the Snap-on Tools Group’s plants; customer service, operations and encourage safer working environments, and to identify areasfranchisee productivity increased as a result of continuous improvement.RCI initiatives. Safety metrics continuedimproved, continuing to exceed industry benchmarks. RCI resulted in increased cost savings and profitability.

After a review of Mr. Kassouf’s performance, the Committee approved a payout of 137%147% for his personal strategic business goals.

Mr. Shur:

Personnel from theThe legal department remain engagedteam continued to engage with business units providingand corporate staff, offering guidance and support on negotiations, contracts and contracts with key customers and on applicable issue resolution, as needed.resolution.

IntegrationGlobal integration of the legal team continues to advance,department continued, fostering coordination and cross-training and the expansionsupport of roles improved both domestically and globally.a unified legal team.

Compliance programs have expanded to include salesSales agents distributors and freight forwarders. Legal training in areas such as franchising law, competition compliance, government contracts and workplace harassment have been widely provided to Snap-on associates.trained and certified. Broad legal training continued throughout the organization.

Annual visits with state and federal legislators continued.continued in fiscal 2015. Legislative developments have been monitored, especially in areas critical to the Company.

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After a review of Mr. Shur’s performance, the Committee approved a payout of 121%119% for his personal strategic business goals.

Overall payments to the NEOs based on the achievement of consolidated financial results and personal strategic business goals, ranged from 127% to 135%142% of target. See the Summary Compensation Table below for payouts made to our NEOs under the Company’s annual incentive plan.

Long-term Incentive Compensation

We also provide long-term incentive compensation to our executive officers and other key employees through the 2011 Stock and Incentive Plan. The 2011 Stock and Incentive Plan allows the granting of stock options, stock appreciation rights (“SARs”), performance shares, performance-based share units,PSUs, restricted stock and RSUs (in addition to cash-based incentives, as previously discussed). We believe stock-based awards help align the financial interests of management with those of our shareholders since the ultimate value of stock-based awards is tied to the value of Snap-on’s stock. At the Annual Meeting, we are asking our shareholders to approve the amendment of the 2011 Stock and Incentive Plan so that we can continue to offer these types of incentives to participants under the plan; for more information, see “Item 3: Approval of the Amendment to, and Restatement of, the Snap-on Incorporated 2011 Incentive Stock and Awards Plan” below.

Similar to annual incentive targets, long-term incentive targets are designed to generally fall within reasonable competitive boundaries, with stretch goals built into our incentive plans to achieve above the 50th percentile. However, as indicated above, we do not aim for any particular numerical equivalency and use our judgment to respond to specific circumstances. Additionally, the actual payouts of long-term incentives can vary significantly from target because of the potential variation in performance over the period measured (in the case of long-term performance-based awards) and because of changes in the market price of our stock (in the case of both stock options and stock-based awards). These types of awards rewardrecognize financial and personal performance over a longer period of time than base salary and annual incentives.

In 2014,fiscal 2015, our long-term incentive compensation grants for executive officers, as in past years, were comprised of stock options, performance-based share unitsPSUs and performance-based RSUs. We targeted more value inemphasize performance-based vehicles because we believe they focus executive officers and key employees on financial performance that is more under their control and which the Committee believes drives shareholder value over the long term. We continued to provide a portion of long-term compensation in stock options with time-based vesting, which reward employees based upon the appreciation of the market value of our shares and, thus, directly mirror our investors’ experience. In 2014,fiscal 2015, the aggregate long-term incentive compensation level of our NEOs was above Market median, reflecting the Company’s positive financial results.

In granting long-term incentive awards, we take into account the following subjective and objective factors:

The Committee believes that using Company stock for a significant portion of these awards provides executive officers with an additional potential equity stake in the Company and helps further align the interests of the executive officers with those of our shareholders.

Grants of long-term incentives are generally made at the Committee’s February meeting, which is held in conjunction with a regularly scheduled Board meeting and after the public release of the prior year’s financial results, although the final financial targets may be set after the February meeting, allowing the

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Committee to consider items from that meeting. Options have an exercise price equal to the closing price of Snap-on common stock as reported on the NYSE on the grant date and generally vest in three equal annual increments beginning on the first anniversary of the grant. Occasionally, grants of long-term incentives are made at other meetings in special cases, such as promotions or new hires.

Prior to making a grant, the Committee considers potential dilution, the Company’s then-current share price and the volatility of ourthat share price. When determining eligibility and granting awards, the Committee considers market practice, levels of responsibility and the individual’s contributions to the Company. In 2014,fiscal 2015, in order to develop the grant range guidelines for various personnel grades (including both executive officers and other participants), the Committee reviewed market conditions and practice, as well as the estimated value of each grant. The grant, date present value is determined using the Black-Scholes valuation model for comparison to the Market.model.

Stock Options

In February 2014,2015, we granted stock options and stock-settled SARs that vest over a three year period to approximately 260255 employees. The Committee considered the total recommended grant size for all participants and reviewed the specific recommendations made by Mr. Pinchuk for grants to the executive officers. After considering the recommendations as compared to outstanding shares and expected dilution, the Committee then made the final grant decisions related to the executive officers and also approved the total grant size for all other participants.

We granted our NEOs options to purchase 255,000257,000 shares, consisting of individual grants ranging from options to purchase 14,000 to 130,000 shares. In the aggregate, the number of options granted to executive officers was between the target and the maximum of the guidelines, reflecting the Committee’s evaluation of Company performance and individual contributions. The Committee approved the amounts awarded to each NEO based on their contributions and individual performance. We estimated that the total February 20142015 stock option and stock-settled SARs grants would result in a 1.2% “burn rate” (options and stock-settled SARs granted as a percentage of fully diluted common shares outstanding), which fell within the guidelines established by the Committee and nearbelow the 50th percentile of our peer group. See the Grants of Plan-Based Awards Table below for further information regarding stock options awarded to each of the NEOs.

Long-term Performance-Based Share Units

In February 2014,2015, the Committee made grants to 4546 key employees of performance-based share unitsPSUs that vest depending upon the achievement of operating performance criteria over a three year period; each unit is equivalent to one share of our common stock. The Committee believes that the use of these criteria serves to focus executive officers and key employees on Company operating and financial performance that the Committee believes drives shareholder value over the long term. In addition, the Committee believes that providing for the payout of these awards in shares rather than cash further aligns the interests of management with those of our shareholders.

Similar to the process discussed above related to the granting of options, the Committee made the final long-term performance plan grant decisions for executive officers and approved the total recommended grant size for other participants. In 2014,fiscal 2015, we granted our NEOs 30,899 long-term performance-based share units.24,876 PSUs. Individual grants to the NEOs ranged from 1,6111,285 to 15,62012,658 units. In the aggregate, the number of performance-based share unitsPSUs granted to executive officers was between the target and maximum of the guidelines again reflecting the Committee’s evaluation of Company performance and individual contributions.

Vesting of the performance-based share unitsPSUs awarded in 2014fiscal 2015 will depend uponon cumulative performance relative to therevenue growth and RONAEBIT goals set for fiscal years 2014, 2015, 2016 and 2016, which are based upon revenue growth and RONAEBIT.2017. These two measures have been consistently used for our prior long-term plans. We use these measures because they are consistent with the Company’s growth goals and objectives to

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increase returns to shareholders. We regularly use RONAEBIT as a measure of return to evaluate performance. As previously noted, the methodology used

to calculate RONAEBIT is consistent with that used to calculate WACC. The table below provides examples of vesting at the performance levels under these plans:

We intend that payments at the “target” level for performance-based share unitsPSUs and RSUs (which are discussed below), combined with the value of stock options, would provide total long-term compensation within reasonable competitive boundaries of Market Data. In setting the levels of performance required to earn various percentages of long-term performance-based share units,PSUs, the Committee considered current levels of RONAEBIT and sales, the current year’s plan, the Company’s WACC, industry and Gross Domestic Product (“GDP”) growth rates, and past performance. In addition, the Committee considered longer range strategic plans establishing expectations for improved performance over the three-year performance period.

In order to achieve “target” levels of performance on the matrix, revenue for the 2014fiscal 2015 to 20162017 period would need to improve from recent performance and RONAEBIT would need to significantly exceed the Company’s WACC. “Target” level revenue growth was set at the 2013fiscal 2014 revenue level, plus the projected average GDP growth rate plus 3% annually, which was considered reasonably challenging given the prevailing economic and industry environment. “Target” RONAEBIT was set at a level 67% greater than the Company’s WACC, which the Committee believes would result in significant enhancement of shareholder value.

The “maximum” level of revenue growth was set at the 2013fiscal 2014 revenue level, plus the projected average GDP growth rate plus 6% annually. This was considered an exceptional stretch over “target.” The “maximum” RONAEBIT metric was also set at a level that was considered an exceptional stretch because, assuming a consistent net asset base, it would require an additional $260$252 million, or 20%, in annual operating income above “target” over the three-year performance period.

The “threshold” level of revenue growth was set at the 2013fiscal 2014 revenue level, plus the projected average GDP growth rate. The “threshold” RONAEBIT metric was set 33% above the Company’s WACC. This was considered acceptable given that the Committee believes that any return over the Company’s WACC would add shareholder value. A “threshold” level of payment could be earned by achieving the “threshold” on both the revenue growth and RONAEBIT metrics. It could also be earned in one of two other ways. If revenues remain at 2013fiscal 2014 levels, RONAEBIT would need to grow to the “target” level. Alternatively, if RONAEBIT met the Company’s WACC, revenues would need to achieve the “target” level. Realizing at least a 25% “threshold” payment was considered minimally acceptable because it would require recognizable improvement in one of the measures while maintaining at least current levels, or modest increases, on the other measure.

As part of the long-term performance plans, the Committee considers any acquisitions and divestitures or other significant changes in business practices that occur during the performance period and makes what it considers appropriate adjustments to performance measures to reflect the financial effects of these events on those measures. The 2012 to 2014 andfiscal 2013 to 2015 plans wereplan was adjusted to reflect the May 2013 acquisition of Challenger Lifts, Inc.

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In February 2015,2016, the Committee approved the outcome of long-term performance-based share unitsthe PSUs granted in 2012fiscal 2013 based on financial performance during fiscal 2012, 2013, 2014 and 2014.2015. The metrics for those awards and actual performance are set forth in the table below:

Actual performance during the period on these metrics was a RONAEBIT of 28.6%31.3% and revenues of $3,278$3,353 million; as a result, performance-based share units were earned at 121.8%122.5% based on financial performance during the 2012fiscal 2013 to 20142015 plan period.

In February 2015,2016, the Committee also had discussions relating to targets for the 2015fiscal 2016 to 20172018 plan. The Committee continued the same approach as used in 2014fiscal 2015 and the same general financial metrics for these future goals. The Committee believes that the current structure and metrics continue to incent management appropriately and thereby enhance shareholder value.

Performance-Based Restricted Stock Units

The Committee also grants performance-based units, designated as RSUs, that have a one-year performance period based on operating income and RONAEBIT performance reflected in the consolidated financial results component of the Company’s annual incentive plan and an additional two year cliff vesting schedule. The Committee’s intent in continuing to grant these awards is to emphasize the importance of the first year’s results in setting the future growth of the Company, while also adding an important retention element for our executive officers. The Committee believes the RSU program is appropriate because it combines the benefits of time-based awards while also incorporating the value of focused, performance-based considerations.

Consistent with the granting of options, SARs and performance-based share unitsPSUs discussed above, the Committee made the final RSU grant decisions for executive officers and approved the total recommended grant size for other participants. In 2014,fiscal 2015, we granted our NEOs 30,89824,874 RSUs. Individual grants to the NEOs ranged from 1,6111,285 to 15,62012,658 RSUs. In the aggregate, the number of RSUs granted to executive officers was between the target and maximum of the guidelines, again reflecting the factors discussed above.

Based on the Company’s performance on the financial metrics (operating income and RONAEBIT), reported above in “Total Direct Compensation—Cash and Incentive—Annual Incentives—Consolidated Financial Results Component,” executive officers earned approximately 133.3%137.6% of the RSUs granted. The RSUs earned will vest at the end of fiscal 2016,2017, assuming continued employment, and will be paid out shortly thereafter.

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Stock Ownership Guidelines

The Company’s stock ownership guidelines for its top executives are based on a multiple of base salary using a six month average stock price to value the holdings. Stock ownership includes shares held outright, deferred shares, those in 401(k) plans, shares purchased through a dividend reinvestment and

direct stock purchase plan, RSUs that have been earned (but have yet to vest) and the “in the money” value of vested stock options, net of an assumed 40% tax rate. The ownership multiples range from one to six times, based on an executive’s salary grade and level of responsibility. Executives are expected to reach the stock ownership guidelines within a five year time frame. The Committee has the authority to pay up to 50% of the annual incentive payout in restricted stock if it is determined that an executive is not making reasonable progress towards reaching the guidelines. The Committee reviews progress toward ownership guidelines annually at its August meeting. In August 2014,2015, based on our six month average stock price, all of our executive officers had met their current ownership guidelines.

Clawback Policy

The Company’s Clawback Policy covers all elements of its incentive compensation program. Pursuant to the policy, the Company has the right to clawback, or recoup, an incentive award (in whole or in part), including annual and long-term incentives, received by an employee in the event that the employee benefited from an incentive award and it is later discovered that: (i) a financial statement error resulted in a restatement or an inaccurate operating metric measurement resulted in an inappropriate incentive award; (ii) the employee engaged in misconduct that caused the financial statement restatement or inaccurate operating metric measurement; and (iii) a lower payment would have been made to the employee based on the restated financial result/operating metric. The Committee also has the right to recoup any such incentive compensation (in whole or in part) from the Company’s top 2524 executives. The Committee has the sole discretion to determine whether an employee’s conduct has or has not met any particular standard of conduct under law or Company policy. The Committee may, in determining appropriate remedial action, take into account penalties or punishments imposed by third parties, such as law enforcement agencies, regulators or other authorities. The Committee’s ability to determine the appropriate punishment for the wrongdoer is in addition to, and not in replacement of, any remedies or sanctions imposed by such authorities or any other third party actions.

Other Benefits

Our executive officers receive additional benefits also available to other salaried employees. For example, we provide executive officers and other U.S. salaried employees with health insurance (where the employee pays a portion of the premium), vacation pay and sick pay. The Company does not provide its executive officers with automobiles or club memberships, nor does it reimburse “social expenses,” except to the extent that they are specifically, directly and exclusively used to conduct Company business. There are no other perquisites or similar benefits for executive officers that are not consistent with those of other salaried employees. Perquisites were compared against our peers, and we found our policy to be conservative relative to the market.

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Retirement and Deferred Benefits

The Company maintains two types of retirement plans covering its executive officers, a defined benefit pension program and a defined contribution program where eligible employees and executives may receive matching contributions. Benefits are provided through both “qualified” and “non-qualified” plans; the non-qualified plans are designed to “restore” the benefit levels that may be limited by Internal Revenue Service (“IRS”) regulations. The Company also maintains a deferred compensation plan that functions as a defined contribution plan.

The Defined Benefit Program includes the Snap-on Incorporated Retirement Plan (the “Pension Plan”) and the Snap-on Incorporated Supplemental Retirement Plan for Officers (the “Supplemental Plan”). The Pension Plan is a defined benefit retirement plan that covers substantially all U.S. salaried employees, with minimum service requirements. (The Company maintains separate retirement arrangements for hourly employees.) The Pension Plan is a “qualified” retirement plan under the Internal Revenue Code (the “Code”) and is, therefore, subject to the Code’s limits on covered compensation and benefits payable. The NEOs also participate in the Supplemental Plan, which is a non-qualified excess benefit and supplemental retirement plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

The Pension Plan has been established for over 70 yearsserves as a general benefit for salaried employees. We have made periodic changes to incorporate various regulatory changes and trends in the employment market. The most recent significant plan change occurred in 2001 whenPension Plan includes an account-balance formula was incorporated for new employees;and a 401(k) plan matching contribution was also adopted in 2001 to complement the account-balance feature. At that time, participants were given a choice of converting their benefit to the account-based formula (with an opportunity for a 401(k) plan match) or continuing with the final average pay times years of service formula. Precise benefits also depend upon the payment alternative chosen by the participant. In order to ensure compliance with IRS nondiscrimination requirements, in 2008, the pay-credit schedule for the account-based formula was modified and a minimum interest credit of 3.75% was adopted, and in 2012, several subsidies, including early retirement subsidies, were frozen in the final average pay formula, effective December 31, 2012.formula.

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The Supplemental Plan, commonly referred to as a supplemental executive retirement plan or “SERP,” was established in 1983 and covers approximately 90 active and former executives, including the NEOs. The Supplemental Plan was also changed in 2001 to incorporate thehas a final average pay formula and an account-balance formula. Active executives participating in the Supplemental Plan at that time were given a choice to have their Supplemental Plan retainformula, both of which are based on the final average pay times years of service formula or to switch to the newand account-balance formula, without regard to the choice they madeformulas in the Pension Plan. The same changes that were made during 2008 and 2012 to the Pension Plan were also made to the Supplemental Plan.

The Defined Contribution Program includes the Snap-on Incorporated 401(k) Savings Plan (the “401(k) Plan”), and the Snap-on Incorporated Deferred Compensation Plan (the “Deferred Compensation Plan”). Depending upon the Pension Plan formula applicable to the participant (account-based or final average pay times years of service), the Company matches a portion of employee contributions to the 401(k) Plan. The Deferred Compensation Plan is primarily intended to allow eligible participants to defer base salary and incentive compensation; however, the Company may also make matching contributions to restore 401(k) Plan matching contributions limited by IRS regulations. Some participants may use this plan for retirement savings or to defer base salary or incentive compensation.

Focusing on retention considerations and reflecting our belief that these benefits should be earned over time, employees step-vest in the Company’s 401(k) Plan match over a period of four years, and an employee must have three years of continuous employment before becoming vested in account-based benefits under the Defined Benefit Program.

The Committee believes it is appropriate to maintain all four of these plans, taken together, to provide adequate retirement benefits that are comparable to the competitive market and are an additional incentive for the participants to provide for their own retirement.

Other Benefits

Our executive officers receive additional benefits also available to other salaried employees. For example, we provide executive officers and other U.S. salaried employees with health insurance (where the employee pays a portion of the premium), vacation pay and sick pay. The Company does not provide its executive officers with automobiles or club memberships, nor does it reimburse “social expenses,” except to the extent that they are specifically, directly and exclusively used to conduct Company business. There are no other perquisites or similar benefits for executive officers that are inconsistent with those of other salaried employees. Perquisites were compared against our peers, and we found our policy to be conservative relative to the market.

Change of Control and Other Employment-related Agreements

Snap-on does not generally enter into employment-related agreements, including with its executive officers. Although the Committee believes that it is appropriate to have change of control agreements in place, as described below, it believes that the Company is better served by maintaining the ability to

continuously evaluate the performance of its executive officers without the constraints of specific employment agreements. Snap-on occasionally enters into severance or other agreements with individuals that the Company hires from outside in order to provide for severance or retirement benefits in recognition of foregone opportunities at such individual’s prior employer.employer; however, Snap-on does not currently have any such agreements covering its executive officers.

The Company maintains change of control agreements with all of its current NEOs, as well as selected other key personnel. In the event of a transaction involving a change of control of the Company, senior executives and key personnel would typically face a great deal of pressure, including uncertainty concerning their own future. Such arrangements help assure their full attention and cooperation in the negotiation process.

The Committee periodically reviews the change of control agreements and believes that the Company’s agreements are conservative compared to the Market as evidenced by: the “double trigger” element of the agreements, which narrows the circumstances in which payments might be made; two times multiples for severance and other benefits; a provision for the continuation of health, disability, life and other insurance benefits, pension credit and 401(k) Plan matching for two years; and the lack of a tax gross-up feature. The change of control agreements allow for a reduction in payments so as to avoid adverse excise tax consequences to the executive officer.

See “Potential Payments on Change of Control and Other Employment-related Agreements” below for further information about these agreements.

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Tax Aspects of Executive Compensation

Section 162(m) of the Code generally limits the corporate tax deduction for compensation paid to certain executive officers that is not “performance based” to $1 million annually. While it is our intention to structure most compensation so that Section 162(m) does not adversely impact Snap-on’s tax deduction, there may be instances in which we determine that we cannot structure compensation accordingly. In those instances, the Compensation Committee may elect to structure elements of compensation (such as the CEO’s base salary or certain qualitative factors in annual incentives) to accomplish business objectives that it believes are in the best interests of the Company and its shareholders, even though doing so may reduce the amount of Snap-on’s tax deduction for related compensation. We believe that substantially all compensation paid in 2014fiscal 2015 will be tax deductible. Shareholder approval of the amendment to, and restatement of, the 2011 Stock and Incentive Plan at the Annual Meeting is intended to allow full tax deductibility of any performance-based awards granted under that plan for the next five years.

Other provisions of the Code also can affect the decisions that we make. Under Section 280G of the Code, a 20% excise tax is imposed upon executive officers who receive “excess” payments upon a change of control of a public corporation to the extent the payments received by them exceed an amount approximating three times their average annual compensation. The excise tax applies to all payments over one times annual compensation, determined by a five year average. A company also loses its tax deduction for “excess” payments. There are no gross-up features in our change of control agreements.

In addition, the Code was amended to provide a surtax under Section 409A of the Code with respect to various features of deferred compensation arrangements of publicly-held corporations, mostly for compensation deferred on or after January 1, 2005. We made the appropriate changes to our Defined Contribution and Defined Benefit Programs and employment agreements to help ensure there are no adverse effects on the Company or executive officers as a result of these Code amendments. We do not expect these changes to have a material tax or financial consequence on the Company.

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Compensation Committee Report

The duties and responsibilities of the Organization and Executive Compensation Committee of the Board of Directors (the “Compensation Committee” or the “Committee”) are set forth in a written charter adopted by the Board and can be found on the Company’s website at www.snapon.com. The Compensation Committee reviews and reassesses this charter annually and recommends any changes to the Board for approval.

As part of the exercise of its duties, the Compensation Committee has reviewed and discussed the above “Compensation Discussion and Analysis” contained in this Proxy Statement with management. Based upon that review and those discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be incorporated by reference in the Company’s Annual Report on Form 10-K and included in this Proxy Statement.

Gregg M. Sherrill, Chair

James P. Holden

Donald J. Stebbins

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Executive Compensation Information

Table 3: Summary Compensation Table

The amounts in the “Bonus” column for 2012 for Messrs. Pagliari and Shur reflect cash payments pursuant to their retention agreements (the “Retention Agreements”), which vested on December 17, 2012. The Retention Agreements were entered into in 2009 and were intended to help ensure that the Company continued to retain the services of these employees as well as to motivate these individuals in challenging economic times. Under the Retention Agreements, the employee was entitled to receive a stated cash payment three years from the grant date, provided that the individual remained employed by the Company through such date.

The actual value, if any, that an optionee will realize upon exercise of an option will depend on the excess of the market price of our common stock over the exercise price on the date the option is

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exercised, which cannot be forecasted with reasonable accuracy. The ultimate value of performance-based share units (“PSUs”) and performance-based restricted stock units (“RSUs”) will depend upon the number of units that vest and the market price of our common stock at vesting. Performance-based share unitsPSUs and RSUs vest based upon actual performance as compared to pre-defined goals for revenue growth or operating income and RONAEBIT; performance-based share unitsRONAEBIT. PSUs have a three-year performance period and RSUs have a one-year performance period followed by a two-year cliff vesting.vesting schedule. In all years presented in the Summary Compensation Table above, eachthe named executive officer (the “NEOs”) could earn up to two times the value listed in the “Stock Awards” column for performance at “maximum.”

As a result of the Company’s performance, approximately 121.8%122.5% of the 2012-2014 performance-based share unitsfiscal 2013-2015 PSUs were earned, as discussed above in “Compensation Discussion and Analysis—Total Direct Compensation—Cash and Incentive—Long-term Incentive Compensation—Long-term Performance-Based Share Units.”

Based on the Company’s performance in 2014,fiscal 2015, approximately 133.3%137.6% of the RSUs granted in 20142015 were earned by each NEO. These RSUs will vest at the end of fiscal 2016,2017, assuming continued employment, and will be paid out shortly thereafter. See “Compensation Discussion and Analysis—Total Direct Compensation—Cash and Incentive—Long-term Incentive Compensation—Performance-Based Restricted Stock Units” for more information.

Based on the Company’s performance in 2013,fiscal 2014, approximately 108.3%133.3% of the RSUs granted in 20132014 were earned by each NEO. These RSUs will vest at the end of fiscal 2015,2016, assuming continued employment, and will be paid out shortly thereafter.

Based on the Company’s performance in 2012,fiscal 2013, approximately 87.9%108.3% of the RSUs granted in 20122013 were earned by each NEO. These RSUs vested at the end of fiscal 20142015 and were paid out shortly thereafter.

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Table 4: Grants of Plan-Based Awards 20142015