UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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HUBBELL INCORPORATED

(Name of Registrant as Specified in Its Charter)

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Hubbell Incorporated
Notice of 2017 Annual Meeting of
Shareholders and Proxy Statement

May 2, 2017
9:00 a.m. local time
Shelton, Connecticut

Notice

A LETTER FROM OUR CHAIRMAN, PRESIDENT AND CEO

Dear Fellow Shareholder:

I am pleased to invite you to the Hubbell Incorporated Annual Meeting of 2014Shareholders which will be held on Tuesday, May 2, 2017 at 9:00 A.M. local time at our corporate headquarters, 40 Waterview Drive, Shelton, Connecticut 06484.

At this year’s meeting you will be asked to vote on the four proposals listed in the enclosed Notice of Annual Meeting
(1) the election of Shareholdersnine nominees to serve on our Board of Directors for a term of one year, (2) the ratification of the selection of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2017, (3) the approval, on a non-binding basis, of the compensation of our named executive officers as set forth in the 2017 Proxy Statement, and (4) the approval, on a non-binding basis, of the frequency with which executive compensation will be subject to a shareholder vote. Please take the time to review the information on each of the proposals contained inside the Proxy Statement.

The Board of Directors recommends that you voteFOR proposals 1, 2 and 3, andONE YEAR for proposal 4.

As a shareholder, it is important that your shares are represented at the Annual Meeting in person or by proxy. Last year approximately 92% of all eligible votes were cast by shareholders at the Annual Meeting once again demonstrating the strong engagement and commitment of our shareholders to Hubbell. I encourage you to cast your vote and to continue your support of this great Company and its future prosperity.

On behalf of the Board of Directors, we thank you for your share ownership in Hubbell and look forward to seeing you at the meeting.

Very truly yours,

David G. Nord

Chairman, President and Chief Executive Officer

March 15, 2017

Notice of 2017 Annual Meeting of Shareholders

Tuesday, May 6, 20142, 2017

9:00 A.M. local time

Hubbell Incorporated, 40 Waterview Drive, Shelton, Connecticut 06484

ITEMS OF BUSINESS

RECORD DATE

If you were a shareholder of record at the close of business on March 7, 2014,3, 2017, you will be entitled to notice of and to vote at the Annual Meeting.

WEBCAST

A webcast of the Annual Meeting will be available on our website,www.hubbell.com,, on Tuesday, May 6, 2014,2, 2017, starting at 9:00 A.M. local time. An archived copy of the webcast will be available on our website for 12 months following the date of the Annual Meeting. Information on our website, other than our Proxy Statement and form of proxy, is not part of our solicitation materials.

VOTING

It is important that your shares are represented at the Annual Meeting. You can vote your shares using the Internet, by telephone or by requesting a paper proxy card to complete, sign and return by mail. Voting procedures are described in the Proxy Statement on page 6,7, the Notice of Internet Availability of Proxy Materials, and on the proxy card.

By Order of the Board of Directors

Megan C. Preneta

Corporate Secretary and AssistantAssociate General Counsel

March 19, 201415, 2017

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON May 2, 2017: This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended 2016 are available at www.proxyvote.com. Have your Notice of the Internet Availability of Proxy Materials or proxy card in hand when you go to the website.

Table of contents

 

Dear Fellow Shareholder:

I am pleased to invite you to the Hubbell Incorporated Annual Meeting of Shareholders which will be held on Tuesday, May 6, 2014 at 9:00 A.M. local time at our corporate headquarters, 40 Waterview Drive, Shelton, Connecticut 06484.

At this year’s meeting you will be asked to vote on the three proposals listed in the enclosed Notice of Annual Meeting – (1) the election of twelve nominees to serve on our Board of Directors for a term of one year, (2) the ratification of the selection of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2014, and (3) the approval, on an advisory, non-binding basis, of the compensation of our named executive officers as presented in this Proxy Statement. Please take the time to review the information on each of the proposals contained inside the Proxy Statement. The Board of Directors recommends that you voteFOReach of the proposals.

As a shareholder, it is important that your shares are represented at the Annual Meeting in person or by proxy. Last year approximately 93% of all eligible votes were cast by shareholders at the Annual Meeting once again demonstrating the strong engagement and commitment of our shareholders to Hubbell. I encourage you to cast your vote and to continue your support of this great Company and its future prosperity.

On behalf of our Board of Directors, we thank you for your share ownership in Hubbell and look forward to seeing you at the meeting.

Very truly yours,

Timothy H. Powers

Chairman of the Board

March  19, 2014

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Proxy Statement

 

Annual Meeting Details

 

Date, Time and Place

 

The Annual Meeting of Hubbell Incorporated, which we refer to as Hubbell or the Company is being held on Tuesday, May 6, 20142, 2017 at 9:00 A.M. local time at our corporate headquarters, 40 Waterview Drive, Shelton, Connecticut 06484.

 

Availability of Proxy Materials

 

Your proxy is being solicited for the Annual Meeting, or any adjournment, continuation or postponement of the Annual Meeting, on behalf of the Board of Directors of the Company. On March 18, 2014,15, 2017, we mailed a Notice of the Internet Availability of Proxy Materials to all shareholders of record advising that they could view all of the proxy materials (Proxy Statement, proxy card and Annual Report on Form 10-K) online atwww.proxyvote.com, free of charge, or request in writing a paper or email copy of the proxy materials free of charge.charge. We encourage all shareholders to access their proxy materials online to reduce the environmental impact and cost of our proxy solicitation. You may request a paper or email copy of the materials using any of the following methods:

 

	•	By Internet: Go towww.proxyvote.com
	•	By Phone: 1-800-579-1639
	•	By Email:sendmaterial@proxyvote.com

 

Eligibility to Vote

 

You can vote if you held shares of Class A or Class B the Company’s common stock, par value $0.01 per share (“Common StockStock”) as of the close of business on March 7, 2014.3, 2017, which is the record date for the Annual Meeting. Each share of Class A Common Stock is entitled to twenty votes, and each share of Class B Common Stock is entitled to one vote. As of March 7, 2014,3, 2017, there were 7,167,50655,381,614 shares of Class A Common Stock and 51,933,697 shares of Class B Common Stock outstanding and eligible to vote.

 

How to Vote

 

You may vote using any of the following methods:

 

•	•By Internet: Go towww.proxyvote.com. Have your Notice of the Internet Availability of Proxy Materials or proxy card in hand when you go to the website.
	•	By Mail: If you have requested a paper copy of the proxy materials, complete, sign and return your proxy card in the prepaid envelope.
	•	In Person: Shareholders who attend the Annual Meeting may request a ballot and vote in person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or record holder and present it to the inspectors of election with your ballot to be able to vote at the meeting.
	•	By Phone: 1-800-690-6903. Have your proxy card in hand when you call and then follow the instructions.

 

You may revoke your proxy at any time prior to its use by any of the following methods:

 

	•	Delivering to the Secretary of the Company written instructions revoking your proxy
	•	Delivering an executed proxy bearing a later date than your prior voted proxy
	•	If you voted by Internet or telephone, by recording a different vote on the Internet website or by telephone
	•	Voting in person at the Annual Meeting

 

If you hold your shares in street name, you must follow the instructions of your broker, bank or other nominee to revoke your voting instructions.

 

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Directions to Meeting

 

Directions to attend the Annual Meeting where you may vote in person can be found on our website,www.hubbell.com,, in the Investor InfoInvestors section. The content of the Company’s website is not incorporated by reference into, or considered to be a part of, this Proxy Statement.

 

Proxy Summary

 

This summary highlights some of the important information contained in this Proxy Statement and does not include all of the information you should consider regarding the proposals being presented at the Annual Meeting. You should read the entire Proxy Statement before casting your vote. Page references are supplied to help you find more detailed information in this Proxy Statement.

 

Voting ItemsProposals

 

ItemProposal 1 - Election of Directors (Page 11)10)

 

The table below presents information on each of the nominees for Director of the Company, including their principal occupation and relevant experience. Each of the nominees is a current Director of the Company and possesses the qualifications and experience recommended by the Nominating and Corporate Governance Committee, and approved by our Board, to serve as a Director.

 

		NameDirector		Committee
Name	Principal Position		Director Since		Independent		Committee Membership*		Experience
Carlos M. Cardoso		Retired Chairman, President and CEO, Kennametal Inc.		2013		Yes		A / C		Public company officer/director, operations, international, manufacturing
Lynn J. Good		President, CEO and Vice Chair, Duke Energy Corporation		2009		Yes		A / E / N		Public company officer/director, finance, auditing, accounting, utility industry
Anthony J. Guzzi		President and CEO, EMCOR Group, Inc.		2006		Yes		A / E / F / N		Public company officer/director, operations, distribution, manufacturing
Neal J. Keating		Chairman, President and CEO, Kaman Corporation		2010		Yes		AC / E / N		Public company officer/director, international, operations, distribution
John F. Malloy		Chairman, President and CEO, Victaulic Company		2011		Yes		A / E / F		Private company officer/director, manufacturing, operations, distribution
Andrew McNally IVJudith F. Marks	CEO, Siemens USA	Senior Advisor, Hammond, Kennedy, Whitney & Company		1980	2016	Yes		CA / E / F	N	Public company officer/director, finance, merchant banking, mergersofficer, operations, strategy, business development
David G. Nord		Chairman, President and CEO, Hubbell Incorporated		2013		No		E		Public company officer/director, finance, operations, strategic planning
G. Jackson Ratcliffe		Retired Chairman, President and CEO, Hubbell Incorporated		1980		Yes		E / F		Public company officer/director, finance, legal, strategic planning
Carlos A. Rodriguez		President and CEO, Automatic Data Processing, Inc.		2009		Yes		C / F		Public company officer/director, finance, international business, mergers
John G. Russell		President and CEO,Chairman of the Boards of CMS Energy & Consumers Energy		2011		Yes		C / F / N		Public company officer/director, finance, governance, utility industry
Steven R. Shawley		Retired Senior Vice President and CFO, Ingersoll-Rand Company		2014		Yes		A / E / F		Public company officer/director, finance, audit,auditing, manufacturing
Richard J. Swift		Retired Chairman, President & CEO, Foster Wheeler Ltd.		2003		Yes		C / E / N		Public company officer/director, finance, accounting, auditing, engineering

*	A – Audit, C – Compensation, E – Executive, F – Finance, N – Nominating/Nominating and Corporate Governance.

 

ItemProposal 2 - Ratification of Auditors (Page 51)52)

 

The Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the annual financial statements for the Company for the year 2014.2017. While shareholder ratification of our independent auditors is not required, we are submitting the item to a vote as a matter of good corporate governance.

 

ItemProposal 3 (“Say on Pay”) - Advisory Vote on the CompensationApproval, by non-binding vote, of our Named Executive Officers (Page 53)

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is submitting to its shareholders an opportunity to cast an advisory (non-binding) vote on the compensation of the Company’s named executive officers (a “say on pay” vote). As discussedas contained in the Compensation Discussion and Analysis, the Company’s2017 Proxy Statement (Page 54)

Our executive compensation philosophy isprogram has been designed to attract and retain highly-talented executives, deliver compensation

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that is competitive and fair compared to relevant benchmarks, reward strong Company performance, and motivate executives to maximize long-term shareholder returns. To achieve our philosophy, the Compensation Committee has implementedobjectives, we have adopted and maintainsmaintain sound compensation governance practices withand a strong orientation toward pay-for-performance. These practices include, among others:pay for performance philosophy pursuant to which the greatest portion of an executive’s total direct compensation is variable and therefore linked to performance on both a short-term and long-term basis. For these reasons, and as described more fully in our Compensation Discussion and Analysis on page 25, the Company is seeking shareholder approval of the compensation of our named executive officers as set forth in this Proxy Statement.

 

HUBBELL INCORPORATED - 2017 Annual Meeting of Shareholders & Proxy Statement

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•Back to Contents	Making 100% of the long-term incentive award value granted to the named executive officers subject to performance-based conditions
	•	Setting performance goals and ranges at high levels and offering incentive compensation only upon achievement of such goals
	•	Capping incentive award payouts and eliminating payouts for performance below a minimum threshold
	•	Requiring executives to acquire and maintain significant ownership in Company stock equal to between 3 and 5 times their base salary
	•	Maintaining a Compensation Recovery Policy to recover performance-based compensation from our senior executives, including the NEOs, under certain prescribed acts of misconduct and/or terminate the executive

Proposal 4 (“Say When on Pay”) - Recommendation, by non-binding vote, of the frequency with which executive compensation will be subject to a shareholder advisory vote (Page 55)

 

The Company is seeking a non-binding recommendation from our shareholders on whether shareholders should have an opportunity to provide an advisory approval of the compensation of our named executive officers every year, every two years or every three years. The Board of Directors believes that its executivean advisory vote on the compensation program is designed both appropriately and effectively to achieve its overall objectives and ensure that the interests of its executives are aligned directly with the interests of its shareholders. At the Company’s 2011 Annual Meeting of Shareholders, 97% of the votes castnamed executive officers should be conducted every year so that shareholders may annually express their views on our say on pay proposal were voted in favor of the Company’s executive compensation program. We believe these strong results indicateThe Board of Directors believes that our shareholders are generally supportive of ourholding this advisory vote annually will provide the Company with timely and appropriate feedback on compensation approach. Accordingly, since 2011, the Compensation Committee has chosen largely to maintain the structure and components of thedecisions for its named executive compensation program, while continuing to evaluate its effectiveness in meeting the Company’s compensation objectives. For example, in 2013 the Committee increased the weighting of the long-term incentive award component of the NEO’s compensation to be 100% performance-based and, therefore, more closely aligned with shareholder interests.officers.

 

Although the say on pay vote is non-binding, the Compensation Committee values the opinions of shareholders and will consider the outcome of the vote when making future compensation decisions.

Vote Recommendations and Requirements

 

A quorum is required to transact business at the Annual Meeting. The presence of the holders of Class A and Class B Common Stock, in person or by proxy, representing a majority of the voting power of the Company’s outstanding shares constitutes a quorum for the Annual Meeting. Abstentions and broker non-votes are counted as present for quorum purposes.

The following table summarizes the voting information for the threefour proposals to be considered at the Annual Meeting:

 

Item

Board Vote Recommendation

Vote Required

Broker Discretionary Voting Allowed

Election of Directors

FOR each Nominee

Plurality*1  ELECTION OF DIRECTORS

No

2  RATIFICATION OF AUDITORS

3 SAY ON PAY

4 SAY WHEN ON PAY

Ratification of Auditors

FOR

Vote Required: Plurality* with Director Resignation Policy

Vote Required: Majority of Votes Cast** Broker discretionary voting allowed

Yes

Advisory

Vote on the Compensation of our NEOs

FOR

Required: Majority of Votes Cast**

No

Vote Required: Of one year, two years or three years, the option receiving the   most votes

The Boardrecommends thatShareholders voteFOR each Nominee

The Boardrecommends thatShareholders voteFOR this proposal

The Boardrecommends thatShareholders voteFOR this proposal

The Boardrecommends thatShareholders voteONE YEAR forthis proposal

*	Plurality means that the nominees who receive the most votes cast “FOR” their election are elected as directors. Votes withheld and broker non-votes will not affect the election of directors. The terms of the Company’s Director Resignation Policy are discussed below. Broker discretionary voting is not allowed.
**	“Majority of Votes Cast”Cast means that the number of votes cast “FOR” the proposal exceed the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes are not considered to be a votevotes cast and therefore will not affect the voting results. Because brokers have theresults with respect to Proposals 2 and 3. Broker discretionary authorityvoting is allowed with respect to vote on the ratification of auditors, we doProposal 2, but not expect anywith respect to Proposals 1, 3 and 4.
***	Abstentions and broker non-votes in connection with the ratification.will not affect this proposal. Broker discretionary voting is not allowed.

 

If your shares are held by a broker and you have not instructed the broker how to vote, your shares will not be voted with respect to the election of directors or the say on pay advisory vote,Proposals 1, 3 and 4, but your broker does have the discretion to vote your shares on the ratification of the auditors.

 

The Company does not intend to present any business at the Annual Meeting other than the items described in the Proxy Statement, and has no information that others will do so. The proxies appointed by our Board of Directors (and named on your proxy card) will vote all shares as the Board recommends above, unless you instruct otherwise when you vote. If a matter not described in this Proxy Statement is properly presented at the Annual Meeting, the named proxies will have the discretion to vote your shares in their judgment.

 

Director Resignation Policy

In 2016, the Board of Directors adopted a director resignation policy whereby any director in an uncontested election who receives more votes “withheld” from his or her election than votes “for” his or her election will promptly tender his or her resignation to the Board. Following receipt of the tendered resignation and within 60 days of certification of the shareholder vote, the NCGC will consider and recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board will then, within 90 days of certification of the shareholder vote, make a determination taking into consideration the recommendation of the NCGC, the vote results, shareholder input and other relevant factors. The Board’s decision will be disclosed in a Form 8-K furnished by the Company to the SEC within four days after the decision.

Business Highlights

 

2013 was another yearHubbell is a performance-driven company with an impressive track record of strong performance forconsistently delivering increased value and returning cash to our Company. We achieved record sales and earnings per diluted share.shareholders. Net sales for the year ended 2013in 2016 were $3.184$3.5 billion, an increase of 5%3% compared to 2012;2015; reported operating margin of 15.9%13.6% in 2013 increased2016 decreased 40 basis points compared to 15.5% in 2012;2015; reported earnings per diluted share in 2013 increased 9%2016 was $5.24 compared to 2012;$4.77 in 2015; and free cash flow (defined as cash flow from operations less capital expenditures) was 99%as a percentage of net income attributable to Hubbell was 113% in 2013.2016. Each of these measures is a main driver ofare critical components to our pay for performance compensation structure as they are indicators of strong Company performance and shareholder value. The Company rewards its executives for achievements in these areas as further described in the Compensation Discussion and Analysis beginning on page 26.

25. We also remained committed to deploying our capital in value creating ways. We increased the annual dividend by 11%, spent $125M to $2.80 per share - the 9^thconsecutive year of increased dividends. Finally, acquisitions continue to be a core strategic objective and we invested approximately $173 million on three acquisitions and share repurchases, and increased spending on capital expenditures by 20% to help fund productivity programs and new product development. We also introduced four key strategic objectives designed to alignin 2016; one that will join our Electrical segment, the Company aroundother two will be reported in the concept of “One Hubbell”. These key objectives – serving our customers, operating with discipline, growing the enterprise and developing our people – have unified and energized the Company’s focus on delivering reliable, electrical solutions to our customers and attractive returns to our shareholders. In 2013, our shareholders enjoyed a total return of 28%.

Executive Appointments

On January 1, 2013, Mr. David G. Nord was appointed to the position of President and Chief Executive Officer of the Company, succeeding Mr. Timothy H. Powers, who remained our executive Chairman of the Board until his retirement in May 2013. In May 2013 he was re-elected to the Board and appointed non-executive Chairman.Power segment.

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Executive Compensation

The Company’s executive compensation program is focused on providing competitive pay to our executives for their contributions towards the Company’s strategy and goals and for delivering strong Company performance. Our pay for performance philosophy ensures that the interests of our executives are aligned with those of our shareholders by allocating a significant portion of the total compensation payable to our executives to short- and long-term performance-based goals. The balance of executive compensation takes the form of a fixed base salary, retirement and employee benefits generally offered to other employees, and limited perquisites, in each case designed to fulfil the objective of attracting and retaining key executive talent.

Primary Components of 2013 Compensation Program

 

Compensation Elements HUBBELL INCORPORATED - 2017 Annual Meeting of Shareholders & Proxy Statement		Characteristics		Purpose
Base Salary		Fixed. Cash payment based on scope of responsibility, experience and individual performance.		Offers a stable source of income based on the executive’s functional role and responsibilities, competitive position and the ability to influence Company performance.
Short-Term Incentive Awards		Variable. Performance-based opportunity. Annual cash incentive tied to achievements of designated short-term financial and strategic objectives.		Intended to motivate and reward executives for achievements of Company financial and strategic objectives.
Long-Term Incentive Awards		Variable. Performance-based opportunity. Equity incentive awards that are 100% based on performance relative to pre-established measures: 50% SARS, 25% performance based restricted stock, and 25% performance shares.		Intended to create alignment with shareholders and promote achievement of longer term financial and strategic objectives.9

Pay Mix.As shown in the charts below, the pay mix of our named executive officers and our CEO as reviewed by the Compensation Committee is consistent with external market practices:

Base Salary

Short-term Incentive Target

Long-term Incentive

HUBBELL NEOs (EXCLUDING CEO)

PEER GROUP MEDIAN

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Performance Measures.The short-term incentive award opportunities for our named executive officers are based upon achievements with respect to certain performance metrics approved by our Compensation Committee. For 2013, earnings per share, free cash flow, operating profit and certain strategic objectives were selected as the measures upon which short-term incentive awards could be earned. The performance targets, weightings and payouts for each of these measures are discussed in detail in the “Short-Term Incentive Compensation” section on page 31.

Compensation Awarded in 2013.The table below provides an overview of the compensation paid to or earned by our named executive officers in 2013 (see the complete Summary Compensation Table on page 39 for more detail):

Name and Principal Position		Salary ($)	Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Plan Earnings ($)			All Other Compensation ($)		Total ($)
D. G. Nord President and CEO		900,000		2,196,158		1,500,240		918,000		1,108,809		125,814		6,749,021
W. R. Sperry Senior Vice President and CFO		442,100		549,006		375,054		315,700		—		61,867		1,743,727
G. N. Amato Group Vice President		500,200		549,006		375,054		423,700		362,168		23,362		2,233,490
W. T. Tolley Group Vice President		441,400		396,626		270,865		281,200		160,036		41,543		1,591,670
S. H. Muse Group Vice President		450,200		335,499		229,215		327,700		—		40,655		1,383,269

Director Compensation

Our compensation program for non-management Directors consists of an annual:

	•	Board retainer - $75,000 (Chair - $100,000)
	•	Committee retainer - Audit (Member - $10,000, Chair - $20,000), Compensation (Member - $7,000, Chair - $15,000), Finance (Member - $5,000, Chair - $13,000) and Nominating and Corporate Governance (Member - $5,000, Chair - $13,000)
	•	Restricted Stock - Grant of $110,000 in value of Class B Common Stock upon election at each annual meeting which vests at the following year’s meeting if the Director is still serving (or earlier, upon death or a change in control)

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ELECTION OF DIRECTORS - ITEMPROPOSAL 1

 

The Company’s By-Laws provide that the Board of Directors shall consist of between three and thirteen Directors who shall be elected annually by the shareholders. The Board has fixed the number of Directors at twelvenine as of the 20142017 Annual Meeting.

 

Director Qualifications and Experience

 

The Nominating and Corporate Governance Committee (“NCGC”) works with the Board annually to determine the appropriate characteristics, skills and experience for the Board and its individual members to properly oversee the interests of the Company and its shareholders.

 

The NCGC recommends candidates for Board membership using the selection criteria outlined in the Corporate Governance Guidelines and other factors it deems necessary to fulfilfulfill its objectives. Candidates are evaluated on the basis of their individual qualifications and experience, and in the context of the Board as a whole. The Board doesNCGC considers diversity when creating the pool of candidates from which it selects potential director nominees. Such diversity includes not have a formal policy ononly gender, race and ethnicity, but also diversity rather itsof experience, professional background, industry exposure and other areas. The objective is to assemble a Board with diverse experience in various areasBoard that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment. Below is a list of some of the qualifications and experience sought by the NCGC in recommending candidates for nomination to the Board:

 

	•	Ability to make independent analytical inquiries
	•	Marketing, finance, operations or other relevant public company experience
	•	Education
	Gender, race and ethnicity •	Financial literacy
	•	Professional background
	•	Corporate governance experience
	•	Current  Experience as a current or former public company officer
	•	Experience in the Company’s industry
	•	Public company board service
	•	Academic expertise in an area of the CompanyCompany’s operations •  Education
In determining whether to recommend a current Director for re-election, the NCGC will also consider:

In determining whether to recommend a current Director for re-election, the NCGC will also consider:

	•	Past attendance at meetings
	•	Service on other boards
	•	Participation in and contributions to Board activities

 

Each Director nominee possesses the appropriate qualifications and experience for membership to the Board of Directors. As a result, the Board is comprised of individuals with strong and unique backgrounds, giving the Board competence and experience in a wide variety of areas to serve the interests of the Company and its shareholders.

 

Director Nominees

 

The following nominees are proposed by the Board to stand for election at the 20142017 Annual Meeting of Shareholders and to serve as Directors until the 20152018 Annual Meeting and until their successors have been elected and qualified. All of the nominees are current Directors and were elected by the Company’s shareholders, except for Mr. Shawley who was appointed to the Board in 2014. Mr. Shawley was recommended to the Board by one of our independent directors.shareholders. In the event that any of the nominees for Director should become unavailable, it is intended that the shares represented by the proxies will be voted for any substitutes nominated by the Board of Directors, unless the number of Directors constituting the full Board is reduced. The following biographies provide information on the principal occupation of each of the Director nominees:nominees.

 

HUBBELL INCORPORATED - NoticeThe Board of 2014 Annual MeetingDirectors Recommends that Shareholders Vote “FOR” all of Shareholders & Proxy Statement11the Nominees.

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	Carlos M. Cardoso
	Carlos M. Cardoso Age: 56 Director Since: 2013 Committees: Audit and Compensation Designation: Independent Directorships: Kennametal Inc., since 2008; Stanley Black & Decker, Inc., since 2007 Age: 59 Director Since: 2013 Committees: Audit and Compensation Designation: Independent Directorships: Stanley Black & Decker, Inc., since 2007; (Kennametal Inc. 2006 - 2014)

 

Mr. Cardoso has served as Chairman, President and Chief Executive Officer of Kennametal Inc. (publicly traded manufacturer of metalworking tools and wear-resistant products) sincefrom January 2008.2008 to December 2014. Previously, he held the position of President and Chief Executive Officer (2006 – 2008), and also served as Kennametal’s Executive Vice President and Chief Operating Officer from January 2005 to December 2005, and Vice President and President, Metalworking Solutions and Services Group from 2003 to 2004.

 

Skills and Qualifications

 

Mr. Cardosobrings to the Board CEO, COO, manufacturing, international business and public company Board experience, including:

 

	•	Significant manufacturing and operations experience having served as President of the Pump Division of Flowserve Corporation, a manufacturer/provider of flow management products and services, Vice President and General Manager, Engine Systems and Accessories, for Honeywell International, Inc., a technology and manufacturing company, and Vice President Manufacturing Operations for Colt’s Manufacturing Company, LLC, a maker of firearms
	•	Membership on the Boards of Stanley Black & Decker, Inc., a diversified global provider of hand and power tools and accessories, the National Association of Manufacturers (NAM), and is Chairman of the Board of Trustees of MAPI

Lynn J. Good

Age: 54
Director Since: 2009
Committees: Audit (Chair), Executive, and Nominating and Corporate Governance
Designations: Independent; Audit Committee Financial Expert
Directorship: Duke Energy Corporation

Ms. Good has served as President Chief Executive Officerof the Pump Division of Flowserve Corporation, a manufacturer/ provider of flow management products and Vice Chair of Duke Energy Corporation (a publicly traded electric power transmission and distribution business) since July 2013. Prior to that, she served as Executiveservices, Vice President and Chief Financial Officer from 2009 to 2013, Group ExecutiveGeneral Manager, Engine Systems and President of Duke Energy’s Commercial Businesses from 2007 to 2009,Accessories, for Honeywell International, Inc., a technology and Treasurer from 2006 to 2007. She also held the position of Executivemanufacturing company, and Vice President Manufacturing Operations for Colt’s Manufacturing Company, LLC, a maker of firearms

Skills and Qualifications

Ms. Goodbrings to the Board CEO, CFO, auditing, public company board, and extensive executive management experience in the utility industry, including:

	•	Serving as President and CEO, and a Director of Duke EnergyAnthony J. Guzzi
	•	Significant financial experience as Age: 53 Director Since: 2006 Committees: Executive, Vice PresidentFinance, and CFO of Duke Energy, Senior Vice PresidentNominating and Treasurer; President of Commercial Business; and CFO and Controller of a utility holding company acquired by Duke Energy
	•	10 years as a Partner at Arthur Anderson LLP, 1 year at Deloitte & Touche LLP and 29 years as a Certified Public AccountantCorporate Governance Designations: Independent; Lead Director Directorship: EMCOR Group, Inc., since 2009

Anthony J. Guzzi

Age: 50
Director Since: 2006
Committees: Nominating and Corporate Governance (Chair), Audit, and Executive
Designations: Independent; Lead Director
Directorship: EMCOR Group, Inc., since 2009

Mr. Guzzi has served as President and Chief Executive Officer of EMCOR Group, Inc. (a publicly traded mechanical, electrical construction and facilities services company) since January 2011. Previously, he was President and Chief Operating Officer from 2004 to 2010. He also served as President, North American Distribution and Aftermarket of Carrier Corporation (HVAC and refrigeration systems), a subsidiary of United Technologies Corporation from 2001 to 2004, and President, Commercial Systems and Services in 2001.

Skills and Qualifications

Mr. Guzzibrings to the Board CEO, COO, manufacturing, strategic development, operations, consulting, and public company board experience, including:

	Neal J. Keating
	•	Extensive experience in manufacturing Age: 61 Director Since: 2010 Committees: Nominating and distribution having served as President, North American DistributionCorporate Governance (Chair), Compensation and Aftermarket, and President, Commercial Systems and Services of CarrierExecutive Designation: Independent Directorship: Kaman Corporation, a subsidiary of United Technologies Corporation
	•	Past experience as an engagement manager with McKinsey & Company, a prominent management consulting firmsince 2007

Neal J. Keating

Age: 58
Director Since: 2010
Committees: Audit, and Nominating and Corporate Governance
Designation: Independent
Directorship: Kaman Corporation, since 2007

Mr. Keating has served as the Chairman of the Board, President and Chief Executive Officer of Kaman Corporation (a publicly traded aerospace and industrial distribution company), since 2008. Prior to that, he held the position of President and Chief Operating Officer of Kaman from 2007 to 2008. From 2004 to 2007, he held the position of Chief Operating Officer of Hughes Supply (a wholesale distributor acquired by Home Depot).

Skills and Qualifications

Mr. Keatingbrings to the Board an extensive history of senior executive leadership and board experience, and a strong background in international operations, distribution, and mergers and acquisitions, including:

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	John F. Malloy
	Age: 62 Director Since: 2011 Committees: Finance (Chair), Audit and Executive Designation: Independent Directorships: Victaulic Company, since 2006

John F. Malloy

Age: 59
Director Since: 2011
Committees: Audit and Finance
Designation: Independent
Directorships: Victaulic Company, since 2006; Lehigh Gas Partners, since 2012

Mr. Malloy has served as the Chairman of the Board, President and Chief Executive Officer of Victaulic Company (a privately held mechanical pipe joining systems company) since 2006. Prior to that, he held the position of President and Chief Executive Officer from 2004 to 2006 at Victaulic, and also President and Chief Operating Officer from 2002 to 2004.

Skills and Qualifications

Mr. Malloybrings to the Board many years of senior management, operations, economic and strategic planning experience having served as the CEO and COO of a global manufacturing and distribution company, including:

	Judith F. Marks
	Age: 53 Director Since: 2016 Committee: Audit, and Nominating and Corporate Governance Designation: Independent

Andrew McNally IV

Age: 74
Director Since: 1980
Committees: Finance (Chair), Compensation, and Executive
Designation: Independent

Mr. McNally hasMs. Marks was appointed CEO of Siemens USA on January 1, 2017. Previously, she served as the Executive Vice President, Global Solutions at Dresser-Rand (a global supplier of custom-engineered rotating equipment for the oil, gas and power industries), a Senior Advisor for Hammond, Kennedy, Whitney & Company (a private merchant banking firm) since 2007 and as Partnersubsidiary of Siemens Corporation from 19982015-2016. Prior to 2006. He has also served as a Member of McNally Investments (a private merchant banking firm) since 2005. Previously, he heldthat, she was the position of Chairman and Chief Executive Officer of Rand McNally (printing, publishing and map-making) from 1993 to 1998, President and Chief Executive officerCEO of Siemens Government Technologies, Inc. from 1978 to 1993,2011-2015, and Vice President, Strategy and Business Development at Lockheed Martin Corporation (a publicly traded global company engaged in aeronautical and space systems, integration and technology services) from 1974 to 1978.2009-2011.

Skills and Qualifications

Mr. McNallyMs. Marksbrings to the Board many years of CEO, management and operationsstrong multi-disciplinary experience in the publishing industryareas of corporate strategy, operations, business development, and public and private company boards, as well as an extensive background in finance and merchant and investment banking,leadership for emerging geographies, including:

	David G. Nord Age: 56 Director Since: 2013 Committee: Executive Designation: Not Independent
	Age: 59 Director Since: 2013 Committee: Executive (Chair) Designation: Not Independent

Mr. Nord has served as Chairman of the Board, President and Chief Executive Officer of the Company since May 2014, and President and Chief Executive Officer since January 2013 after having2013. Previously, he served inas the role ofCompany’s President and Chief Operating Officer sincefrom June 2012. Prior2012 to that, he held the position ofJanuary 2013, and Senior Vice President and Chief Financial Officer of the Company from September 2005 to June 2012.

Skills and Qualifications

Mr. Nordbrings to the Board extensive financial, operational, and strategic planning experience, and a strong background in the manufacturing industry having served as a senior executive at 2two global manufacturing companies, including:

G. Jackson Ratcliffe

Age: 77
Director Since: 1980
Committees: Executive (Chair) and Finance Designation: Independent
Directorship: Sunoco, Inc. (1998 - 2009)

Mr. Ratcliffe has served the Company as Chairman of the Board from 1987 to 2004, and Chairman of the Board, President and Chief Executive Officer from 1987 to 2001. Previously, he held senior executive positions in the Company’s finance and legal departments.

Skills and Qualifications

As the former Chairman, President and CEO of the Company,Mr. Ratcliffebrings to the Board deep knowledge of the Company’s businesses and industry and with that extensive experience in strategic planning, mergers and acquisitions, and public company board service, including:

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Carlos A. Rodriguez

Age: 49
Director Since: 2009
Committees: Compensation and Finance
Designation: Independent
Directorship: Automatic Data Processing, Inc., since 2011

Mr. Rodriguez has served as President and Chief Executive Officer of Automatic Data Processing, Inc. (“ADP”) (a publicly traded payroll and tax processing, and business services company) since November 2011. Previously, he served as President and Chief Operating Officer of ADP from May to November 2011, as President, National Account Services and Employer Services International from 2010 to 2011, as Division President for ADP’s Small Business Services and the Professional Employer Organization from 2007 to 2010, and as Division President, Professional Employer Organization from 1999 to 2007.

Skills and Qualifications

Mr. Rodriguezbrings to the Board several years of experience as a public company executive officer and a strong background in finance, general management, international business and operations, including:

	•	Serving as the current President and CEO of ADP, one of the largest payroll and tax filing processors in the worldJohn G. Russell
	•	Holding the position of CFO Age: 59 Director Since: 2011 Committees: Compensation, Finance, and other high level finance experience with a public company acquired by ADPNominating and two privately held corporationsCorporate Governance Designation: Independent Directorships: CMS Energy Corporation and Consumers Energy Company, since 2010

John G.Mr. Russell

Age: 56
Director Since: 2011
Committees: Compensation, and Nominating and Corporate Governance
Designation: Independent
Directorships: has served as the Chairman of the Board of CMS Energy Corporation (“CMS”) and Consumers Energy Company (“Consumers”) since 2010

Mr. Russell hasMay 2016. Previously he served as the President and Chief Executive Officer of CMS Energy Corporation (“CMS Energy”) and Consumers Energy Company (“Consumers Energy”) (a publicly traded electric and natural gas utility) since 2010. Previously, hefrom 2010-2016. He also held the position of President and Chief Operating Officer of Consumers Energy from 2004 to 2010.

Skills and Qualifications

Mr. Russellbrings to the Board many years of experience as a public company executive officer and Director in the utility industry, and possesses a strong background in operations, regulated utilities and governance, including:

	Steven R. Shawley Age: 61 Director Since: 2014 Committees: Audit and Finance Designations: Independent; Audit Committee Financial Expert Directorship : GrafTech International, since 2010
	Age: 64 Director Since: 2014 Committees: Audit (Chair), Executive, and Finance Designations: Independent; Audit Committee Financial Expert Directorship: GrafTech International (2010 - 2014)

Mr. Shawley served as the Senior Vice President and Chief Financial Officer of Ingersoll-Rand Company (a publicly traded manufacturer of climate solutions, and industrial and security technologies) from 2008 to 2013. Previously, he held the position of Senior Vice President and President of Ingersoll-Rand’s Climate Control Technologies business from 2005 to 2008.

Skills and Qualifications

Mr. Shawleybrings to the Board extensive leadership experience as a public company executive officer and Director, and a strong background in finance, accounting and audit, including:

HUBBELL INCORPORATED - 2017 Annual Meeting of Shareholders & Proxy Statement

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	Richard J. Swift Age: 69 Director Since: 2003 Committees: Compensation (Chair), Executive, and Nominating and Corporate Governance Designation: Independent Directorships: CVS/Caremark Corporation, since 2006; Ingersoll-Rand Company, PLC, since 1995; Kaman Corporation, since 2002; Public Service Enterprise Group Incorporated, since 1994
	Age: 72 Director Since: 2003 Committees: Compensation (Chair), Executive, and Nominating and Corporate Governance Designation: Independent Directorships: CVS/Caremark Corporation, since 2006; Ingersoll-Rand Company, PLC, since 1995; Kaman Corporation, since 2002; Public Service Enterprise Group Incorporated, since 1994

Mr. Swift served as the Chairman of the Financial Accounting Standards Advisory Council from 2002 to 2006. Previously, he held the position of Chairman, President and Chief Executive Officer of Foster Wheeler Ltd. (design, engineering, construction and other services) from 1994 to 2001.

Skills and Qualifications

Mr. Swiftpossesses CEO experience, extensive public company board experience, and a strong finance, engineering and corporate governance background, including:

During the five years ended December 31, 2013,2016, Mr. Cardoso,Guzzi, Mr. Keating, Mr. Malloy Mr. McNally, Mr. Ratcliffe, Mr. Shawley and Mr. Swift have either been retired or held the principal occupation listed in their biography above.above or been retired for that period of time. The employment history of each of the other Director nominees during such time period is reflected in their biographies above.

HUBBELL INCORPORATED -Notice of 2014 Annual Meeting of Shareholders & Proxy Statement14

Vote Requirement

Directors are elected by plurality vote. Votes withheld and broker non-votes will not affect the election of Directors. Pursuant to the terms of our Director Resignation Policy, any director in an uncontested election who receives more votes “withheld” from his or her election than votes “for” his or her election will promptly tender his or her resignation to the Board. See page 9 for additional details on this Policy.

The Board of Directors Recommends that Shareholders Vote “FOR” all of the Nominees.

COMPENSATION OF DIRECTORS

The NCGC annually reviews all forms of independent Director compensation in relation to other U.S. companies of comparable size and the Company’s competitors, and recommends changes to the Board, when appropriate. The NCGC is supported in this review by Exequity LLP (“Exequity”), an independent outside compensation consultant engaged by the NCGC, which provides compensation consultation and competitive benchmarking.

As a result, of this review, the Director compensation program reflects a mainstream approach to the structure of the compensation components and the method of delivery.

The In 2016, following the annual review, the Board of Directors, upon the recommendation of the NCGC, determined to maintain the value of total director compensation as reflected in the table describes the components of non-management Director compensation:below.

Deferred Compensation Plan

The Company maintains a Deferred Compensation Plan for non-management Directors (“Deferred Plan for Directors”) which enables Directors, at their election, to defer all or a portion of their annual Board and Committee retainers into:

The Deferred Plan for Directors also enables such Directors, at their election, to defer all or a portion of their annual restricted share grant into:

Generally, all distributions under the Deferred Plan for Directors are paid only after termination of service, and may be paid in a lump sum or in annual installments, at the Director’s election. However, in the event of a change of control, all amounts credited to a Director’s account are paid in a lump sum, with amounts credited as stock units immediately converted into a right to receive cash.

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Director Compensation Table for Fiscal Year 20132016

The following table shows the compensation paid by the Company to non-management Directors for service on the Company’s Board of Directors during fiscal year 2013.2016. Mr. Nord receives no compensation beyond that described in the Executive Compensation section on page 3941 for his service as Director.

As of December 31, 2013,2016, the following table shows the balance in each non-management Directors’ (i) stock unit account (each stock unit consists of one share each of Class A and Class B Common Stock) and (ii) restricted stock unit account (each restricted stock unit consists of one share of Class B Common Stock) under the Deferred Plan for Directors. See the “Deferred Compensation Plan”Plan for Directors” section on page 1516 for additional information:

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CORPORATE GOVERNANCE

The Board of Directors has adopted the Company’s Corporate Governance Guidelines (“Guidelines”) to assist the Board in the exercise of its responsibilities and to best serve the interests of the Company and its shareholders. The Guidelines reflect the Board’s commitment to good governance through the establishment of policies and procedures in areas it believes are critical to the enhancement of shareholder value. It is the Board’s intention that these Guidelines serve as a framework within which the Board can discharge its duties and foster the effective governance of the Company. The Board of Directors met 910 times in 2013.2016.

Director Independence

The Guidelines indicate that the Board shall be comprised of a majority of independent Directors. In evaluating the independence of Directors, each year the NCGC reviews all relationships between Directors (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company or any of its subsidiaries) and the Company and its subsidiaries in accordance with the rules of the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission (“SEC”) and considers whether any relationship is material. The NCGC also reviews responses to annual questionnaires completed by each of the Directors, a report of transactions with Director-affiliated entities, Code of EthicsConduct compliance certifications, case submissions filed with the Company’s confidential communication hotline,resource, and Company donations to charitable organizations with which a Director may be affiliated (noting that The Harvey Hubbell Foundation Educational Matching Gifts Program is available to all Directors, officers and employees and matches eligible gifts up to a maximum of $4,000$5,000 made by an individual in a calendar year). Following reviewyear, and discussion, the NCGC and the Company’s Secretary provide the results of this analysis and supporting informationcontributions to the Board of Directors.qualifying charitable organizations up to $10,000).

In evaluating and determining the independence of the Directors, the NCGC considered that in the ordinary course of business, transactions may occur between the Company and its subsidiaries and entities with which some of the Directors are or have been affiliated. For example:

The NCGC considered the nature and dollar amounts of the above transactions below and determined that none were required to be disclosed as a related party transaction under the federal securities laws or otherwise impaired the applicable Director’s independence as all of these ordinary course transactions were significantly below the NYSE bright-line independence threshold of the greater of $1 million, or 2% of the other company’s sales, and were immaterial to all companies involved. As a result of this review, the Board has determined that each of the current Directors is independent other than Mr. Nord. In addition, the Board determined that Mr. Nord isRodriguez, who served as a director during 2016 but did not stand for re-election at the 2016 Annual Meeting, was independent. In evaluating and determining the independence of the Directors, the NCGC considered an independent Director becausethat in the ordinary course of his employment asbusiness, transactions may occur between the Company’s current PresidentCompany and CEO.its subsidiaries and entities with which some of the Directors are or have been affiliated. For example:

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Waiver to Stand for Re-Election

The Guidelines provide that upon reaching age 72 a director shall not stand for re-election unless the Board, based upon the recommendation of the NCGC, makes an exception to this standard as deemed appropriate in the interests of the Company’s shareholders. Mr. Ratcliffe reached the age of 72 in March 2008 and since then has been granted waivers of this guideline in recognition of his extensive managerial experience and deep knowledge of the Company’s businesses. Mr. McNally reached age 72 in November 2011 and was granted a waiver in 2012 and 2013 for his invaluable Company experience and insights gained from serving the Company’s shareholders as a Director for over thirty years. As a result, the NCGC and Board determined that a waiver of the guideline continued to be appropriate for Mr. Ratcliffe and Mr. McNally in connection with the 2014 election of Directors.

Director Nomination Process

In searching for qualified Director candidates for election to the Board and to fill vacancies on the Board, the Board may solicit current Directors or members of executive management for the names of potentially qualified candidates, consult with outside advisors, retain a director search firm or consider nominees suggested by shareholders. All nominees for election of Director in 2017 are current Directors of the Company. In 2016, the Company did not utilize the services of any third party firms or advisors to identify or assist in the evaluation of director candidates.

All Director candidates, including any Director candidates recommended by shareholders, are reviewed and evaluated by the NCGC in relation to the specific qualifications and experience sought by the Board for membership (as discussed in the “Election of Directors” section on page 11)10), and the Board’s needs at that time. A candidate whose qualifications and experience align with this criteria is then interviewed by members of the NCGC, other Board members, and executive management to further assess the candidate’s qualifications and experience and determine if the candidate is an appropriate fit. Candidates may be asked to submit additional information to support their potential nomination and references may be requested. Upon reviewing the candidate as a whole, the NCGC considers whether to recommend the candidate’s nomination to the Board. If the Board approves of the NCGC recommendation, the candidate is then nominated for election by the Company’s shareholders or appointed by the Board to fill a vacancy, as applicable.

Any shareholder who intends to recommend a candidate to the NCGC for consideration as a Director nominee should deliver written notice, which must include the same information requested by Article I, Section 11(a)11(A) (2) of our By-Laws, to the Secretary of the Company with the following information about the nominee:candidate:

Any such notice should be delivered to the Company sufficiently in advance of the Company’s annual meeting to permit the NCGC to complete its review in a timely fashion.

Board Leadership Structure

The Company’s By-Laws require the Board to choose the Chairman of the Board from among the Directors and provide the Board with the ability to appoint the CEO of the Company as the Chairman of the Board. This approach gives the Board the necessary flexibility to determine whether these positions should be held by the same person or by separate persons based on the leadership needs of the Company at any particular time. The Board believes that there is no single, generally accepted approach to providing Board leadership, and that each of the possible leadership structures for a board must be considered in the context of the individuals involved and the specific circumstances facing a company at any given time. Accordingly, the optimal board leadership structure for a particular company may vary as circumstances change.

Effective January 1, 2013, the Board appointed Mr. Nord has served as the Company’sChairman, President and CEO succeeding Mr. Powers who will remain Chairman of the Company since May 2014. The Board through the 2014 Annual Meeting. In connection with the succession of Mr. Nord as the Company’s CEO, the Boardhas determined that Mr. Powers should continue to serve ascombining the Chairman during the transitionroles of the CEO role to Mr. Nord. The Board determined that this structureand Chairman is best for the Company and its shareholders at this time because it allowspromotes unified leadership by Mr. Nord asand allows for a new CEO,single, clear focus for management to dedicate himself to operational matters during this transition phase, while providing for Board leadership continuity by allowing Mr. Powers to focus on Board-related matters. The Company adopted a similar board leadership structure during its previous leadership transition when from 2001 to 2004, to assist inexecute the transition of leadership from Mr. Ratcliffe (the Company’s former Chairman, Presidentstrategy and CEO) to Mr. Powers, the Board determined that the Company was best served by having one person serve as the Chairman of the Board and another person serve as President and CEO.business plans.

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In addition, theLead Director

The Board has established the position of an independent Lead Director who is appointed from the full Board membership, upon the recommendation of the NCGC, to serve a one-yearthree-year term commencing immediately following the Company’s Annual Meeting. The Board believes that a three-year term is appropriate for the Lead Director:Director as it affords greater continuity and allows the Lead Director to gain a better understanding of Board and management dynamics and build relationships with the other Directors. The Lead Director is responsible for:

At such times as the Chairman is an independent director, the Chairman serves as the Lead Director. Currently, Mr. Guzzi is the Lead Director and is expected to hold this position until the 20142019 Annual Meeting. The Board believes that its present leadership structure and composition provides for independent and effective oversight of the Company’s business and affairs as further demonstrated by the fact that its members are current or former CEOs, CFOs or COOs of major companies in similar industries, its Audit, Compensation, and Nominating and Corporate Governance Committees are comprised entirely of Directors who meet the independence requirements of the NYSE, and Mr. Nord is the only Director who is a member of executive management. Given the strong operational leadership of Mr. Nord as Chairman, President and CEO, the continuing oversight by Mr. Powers as Chairmancounterbalancing role of the Board,Lead Director and a Board comprised of effective and independent Directors, the Board believes that its current leadership structure is appropriate at this time.

However, Mr. Powers is not standing for re-election to the Board at the 2014 Annual Meeting. In light of Mr. Powers’ retirement after the 2014 Annual Meeting, the Board is evaluating its leadership needs based on the Company’s circumstances after his retirement, as discussed above, and expects to appoint a new Chairman of the Board after the Annual Meeting based on the results of this evaluation.

Board Oversight of Risk

The Board of Directors is responsible for overseeing the Company’s risk management practices, and Committees of the Board assist it in fulfilling this responsibility.

The Audit Committee routinely discusses with management the Company’s policies and processes with respect to risk assessment and risk management, the Company’s major financial risk exposures, and the actions management has taken to limit, monitor or control such exposures. Annually, the full Board reviews with management the implementation and results of the Company’s Enterprise Risk Management Program (“ERMP”). The ERMPenterprise risk management program which identifies and quantifies a broad spectrum of enterprise-wide risks in various categories, such as hazards,strategic, operational, compliance, financial operational, strategic and technical,information technology, and related action plans.

The ERMP is integratedBoard’s other committees - Compensation, Nominating and Corporate Governance, and Finance – oversee risks associated with their respective areas of responsibility as set forth in their charters. For example, the Finance Committee considers risks associated with the Company’s capital structure or acquisition strategy, and the Compensation Committee considers risks associated with its compensation plans and policies. The committees provide detailed reports to the full Board of Directors on risks and other matters that may have been considered and evaluated during its meetings.

Members of senior management assist the Board and committees with their risk oversight responsibilities through routine discussions of risks involved in their specific areas of responsibility. For example, our principal business leaders will report to the Board at regular intervals during the year on the Company’s strategic planning process so that any risk identified as strategic in nature has an action plan in placeactivities and risks relevant to mitigate or eliminate it.

The Company’s Internal Audit and Legal Departments also reportexecution of the strategy. In addition, from time to the appropriate Board Committee on any significant risk exposures they have encountered in the course of their work that may impact the Company. Such risk exposures may arise from reviews of cases submitted to the Company’s confidential communication hotline, Listen Up; reports of audits conducted by the Internal Audit Department; Code of Ethics or compliance-related matters; major litigation and regulatory issues; and any other matters brought to its attention from other functionaltime, independent consultants with specific areas of expertise are engaged to discuss topics that the Company thatBoard and management have determined may present a material risk to the Company’s operations, plans or reputation. Management reports provided to a Board Committee on risk exposures may include detailed risk descriptions, analyses, investigations, action plans and timelines, as appropriate. Progress reports are routinely provided until the risk is satisfactorily mitigated or eliminated. Each Board Committee, as part of its reporting responsibilities under its Charter, discusses the nature and status of these risk reports with the full Board and with Company management in attendance, if appropriate. In between regular meetings, Board members may directly contact management at their discretion to review and discuss any risk-related or other concerns that may have arisen.

In 2013,2016, as part of its risk management activities, the Company reviewed with the Compensation Committee its compensation policies and practices applicable to all employees that could affect the Company’s assessment of risk and risk management and determined that such compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The Board does not believe that its role in the oversight of the Company’s risks affects the Board’s leadership structure.

Code of Business Conduct and Ethics

The Company requires its Directors and officers to act in accordance with the highest standards of ethical conduct and has adopted a Code of Business Conduct and Ethics Policy(“Code of Conduct”) that supports the Company’s commitment to the people we serve, the communities we work in, the Company and each other. Underlying this commitment is a strong set of core values of– integrity, responsibility, respect for the individual,discipline, collaboration, and a commitment to excellence.excellence – that guide our actions and decisions. Our Code of Ethics PolicyConduct covers many areas of professional conduct ranging from conflicts of interest, ethical business conduct, employment policies,practices, compliance with applicable laws and regulations, protection of Company assets and confidential information, and reporting obligations. Each year, to strengthen the Company’s commitment to ethical conduct, we provide training on various aspects of the Code of Ethics PolicyConduct and require all Directors and officers to certify compliance with the Code of EthicsConduct Policy. Waivers to the Code of EthicsConduct for Directors and executive officers may be granted only by the Board of Directors or an appropriate Board Committee and, along with any amendments, will be promptly disclosed to Company shareholders on the Company’s website. The Code of Ethics PolicyConduct can be viewed on the Company’s website atwww.hubbell.com.

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Communications with Directors

Shareholders and interested parties may communicate with the full Board, the Lead Director, the non-management Directors as a group, or with individual Directors by using either of the following methods:

Communications will be forwarded to the specific Director(s) requested by the interested party. General communications will be distributed to the full Board, or to a specific member of the Board depending on the material outlined in the communication. Certain items unrelated to the duties and responsibilities of the Board will not be forwarded including job inquiries and resumes, business opportunities, junk or mass mailings, spam, or any hostile, improper, threatening or illegal communication.

Board Committees

The Board of Directors has established the following standing Committees to assist it in fulfilling its responsibilities: Audit, Compensation, Executive, Finance, and Nominating and Corporate Governance. The principal responsibilities of each of these Committees are described generally below, and in detail in their respective Committee Charters. The Charters for each of the Board Committees, except the Executive Committee,which are available on the Company’s website atwww.hubbell.com.www.hubbell.comThe Charter for, or in the case of the Executive Committee is incorporated intoCharter, in Article III, Section 1, of the Company’s By-Laws which is also available on the website.By-Laws. The Board has determined that each member of the Audit, Compensation and Nominating and Corporate Governance Committees is independent for purposes of the NYSE listing standards and SEC regulations.

Audit Committee

8 meetings in 2016

Members: Steven R. Shawley (Chair) Carlos M. Cardoso John F. Malloy Judith F. Marks

Key Oversight Responsibilities • Oversees the Company’s accounting and financial reporting and disclosure processes • Appoints the independent auditors and evaluates their independence and performance annually • Reviews the audit plans and results of the independent auditors • Approves all audit and non-audit fees for services performed by the independent auditors • Reviews and discusses with management and the independent auditors matters relating to the quality and integrity of the Company’s financial statements, the adequacy of its internal controls processes, and compliance with legal and regulatory requirements

The Audit Committee is responsible for oversight of the Company’s accounting and financial reporting and disclosure processes. Among its responsibilities, the Audit Committee appoints the independent auditors and evaluates their independence and performance annually, reviews the audit plans and results of the independent auditors and internal auditors, and approves all audit and non-audit fees for services performed by the independent auditors. The Audit Committee also reviews and discusses with management and the independent auditors matters relating to the quality and integrity of the Company’s financial statements, the adequacy of its internal controls processes, and compliance with legal and regulatory requirements. The Audit Committee routinely meets in private sessions with the independent auditors, management and the internal auditors to facilitate the free and open communication of matters relating to Company’s financial statements and disclosures. The Board of Directors has determined that each member of the Audit Committee is financially literate, at least one member of the Audit Committee meets the NYSE standard of having accounting or related financial management expertise, and that Ms. Good and Mr. Shawley areis an “audit committee financial experts”expert” as defined by the SEC. The Audit Committee met 8 times in 2013.

Compensation Committee	5 meetings in 2016
Members: Richard J. Swift (Chair) Carlos M. Cardoso Neal J. Keating John G. Russell	Key Oversight Responsibilities •   Determines and oversees the Company’s execution of its compensation philosophy •   Approves all compensation of the CEO and other members of senior management •   Oversees the development and administration of the Company’s compensation and benefit plans

The Compensation Committee determines and oversees the Company’s execution of its compensation philosophy, approves all compensation of the CEO and other members of senior management, and oversees the development and administration of the Company’s compensation and benefit plans. For more information on the responsibilities of and actions taken by the Compensation Committee, see the “Compensation Discussion and Analysis” section beginning on page 26. The Compensation Committee met 5 times in 2013.

Executive Committee	Did not meet in 2016
Members: David G. Nord, (Chair) Anthony J. Guzzi Neal J. Keating John F. Malloy Richard J. Swift Steven R. Shawley	Key Oversight Responsibilities The Executive Committee may meet during intervals between meetings of the Board of Directors and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Company, except certain powers set forth in the By-Laws of the Company.

Executive Committee

The Executive Committee meets during intervals between meetings of the Board of Directors and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Company, except certain powers set forth in the By-Laws of the Company.

Finance Committee

The Finance Committee oversees the Company’s financial and fiscal affairs and reviews proposals regarding long- and short-term financing, material acquisitions, dividend policies, stock repurchase programs, and changes in the Company’s capital structure. The Finance Committee also reviews the Company’s major capital expenditure plans, monitors tax rates and the Company’s insurance programs, and reviews the administration and management of the Company’s pension plans and investment portfolios.

HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement20

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for the development of the Company’s corporate governance guidelines and the adherence to its principles. The Committee approves related person transactions, evaluates director independence and compensation, and reviews matters relating to the Code of Ethics Policy. The Committee’s duties also include identifying qualified individuals to become Board members, recommending nominees for election or appointment to the Board, and overseeing the Board’s and management’s performance evaluation and succession planning process. See the “Director Independence” and “Director Nomination Process” sections on pages 18 and 55page 19 for more information on the actions taken by the Committee in these areas. The Nominating and Corporate Governance Committee met 4 times in 2013.

Board and Committee Membership

Attendance

During 2013, seven Directors then in office2016, no Director attended 100%fewer than 75% of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings and Committee meetingsheld by all Committees of which they were a member, and five Directors attended 75% or more of the aggregate number of Board meetings and Committee meetings of which they weresuch Director served as a member. Board members are expected to attend the Annual Meeting of Shareholders. At the 20132016 Annual Meeting, all Directors then in office were in attendance.

Additional Resources

The Corporate Governance Guidelines and the following additional materials relating to corporate governance are published on our website atwww.hubbell.com.

HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement21

VOTING RIGHTS AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company has two classesa single class of stock: Class A Common Stock and Class B Common Stock. Each share of Class A Common Stock is entitled to twenty votes, and each share of Class B Common Stock is entitled to one vote. On March 7, 2014,3, 2017, the Company had outstanding 7,167,50655,381,614 shares of Class A Common Stock and 51,933,697 shares of Class B Common Stock. The following table sets forth as of March 7, 20143, 2017 the beneficial owners known to us of more than 5% of the Company’s Class A and Class B Common Stocks:Stock:

HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement   22

HUBBELL INCORPORATED - Notice of 2014 Annual Meeting of Shareholders & Proxy Statement23

The following table sets forth as of March 7, 20143, 2017 information regarding the beneficial ownership of the Company’s Class A and Class B Common Stocks by each Director, the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the three other most highly paid executive officers of the Company (collectively, the “named executive officers” or “NEOs”), and by all Directors and executive officers of the Company as a group.