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)

(Name of Person(s) Filing Proxy Statement)

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Tuesday, May 5, 2015

9:00 A.M. local time

Hubbell Incorporated, 40 Waterview Drive, Shelton, Connecticut 06484

ITEMS OF BUSINESS

RECORD DATEHubbell Incorporated
Notice of 2017 Annual Meeting of
Shareholders and Proxy Statement

If you were a shareholder of record at the close of business on March 6, 2015, 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 5, 2015, starting at 2, 2017
9:00 A.M.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.time
Shelton, Connecticut

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, 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 Assistant General Counsel

March 18, 2015

Table of contents

Proxy Statement	6
Proxy Summary	7
ELECTION OF DIRECTORS - ITEM 1	11
Director Qualifications and Experience	11
Director Nominees	11
Vote Requirement	14
COMPENSATION OF DIRECTORS	15
Deferred Compensation Plan	15
CORPORATE GOVERNANCE	17
Director Independence	17
Director Nomination Process	18
Board Leadership Structure	18
Board Oversight of Risk	19
Code of Ethics	19
Communications with Directors	19
Board Committees	20
Board and Committee Membership	21
Attendance	21
Additional Resources	21
VOTING RIGHTS A LETTER FROM OUR CHAIRMAN, PRESIDENT AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	22
COMPENSATION DISCUSSION AND ANALYSIS	26
Executive Summary	26
Executive Appointments	26
COMPENSATION PROGRAM	30
Overview	30
The Role of the Compensation Committee and Compensation Consultant	30
Benchmarking	31
Elements of Compensation	31
Base Salary	32CEO

Dear Fellow Shareholder:

I am pleased to invite you to the Hubbell Incorporated Annual Meeting of Shareholders which will be held on Tuesday, May 5, 20152, 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 threefour proposals listed in the enclosed Notice of Annual Meeting:Meeting (1) the election of nine 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 2015, and2017, (3) the approval, on a non-binding basis, of the Company’s Second Amendedcompensation of our named executive officers as set forth in the 2017 Proxy Statement, and Restated 2005 Incentive Award Plan.(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 voteFOReach of the proposals. 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 86%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, of the Board, President and

Chief Executive Officer

March 18, 201515, 2017

Notice of 2017 Annual Meeting of Shareholders

Tuesday, May 2, 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 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,HUBBELL INCORPORATEDwww.hubbell.com, -on Tuesday, May 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 7, the Notice of 2015Internet Availability of Proxy Materials, and on the proxy card.

By Order of the Board of Directors

Megan C. Preneta

Corporate Secretary and Associate General Counsel

March 15, 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 of Shareholders &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.

5Table of contents

 

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 5, 20152, 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, 2015,15, 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 6, 2015,3, 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 6, 2015,3, 2017, there were 7,167,50655,381,614 shares of Class A Common Stock and 50,806,526 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.www.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.

HUBBELL INCORPORATED- Notice of 2015 Annual Meeting of Shareholders & Proxy Statement6

HUBBELL INCORPORATED -Notice of 2015 Annual Meeting of Shareholders & Proxy Statement7

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 an advisory vote on the compensation of the Company’s named executive officers should be conducted every year so that shareholders may annually express their views on the Company’s executive compensation program. The Board of Directors believes that holding this advisory vote annually will provide the Company with timely and appropriate feedback on compensation decisions for its named executive officers.

 

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 Nominee1  ELECTION OF DIRECTORS

Plurality*

No

Ratification of Auditors2  RATIFICATION OF AUDITORS

FOR

3 SAY ON PAY

4 SAY WHEN ON PAY

Vote Required: Plurality* with Director Resignation Policy

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

Yes

Approval of the Second Amended and Restated 2005 Incentive Award Plan

FOR

Vote 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 votes cast and therefore will not affect the voting results with respect to the ratification of the auditors. Because brokers have theProposals 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. The approval of the Second Amended and Restated 2005 Incentive Award Plan is subject to the shareholder approval requirement of the New York Stock Exchange listing rules. Under these rules, abstentions will count as votes cast and will have the same effect as votes cast against the proposal. Broker non-votes are not considered to be votes cast and therefore will not affect thethis proposal. Broker discretionary voting results with respect to the approval of the Second Amended and Restated 2005 Incentive Award Plan.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 approval of the Second AmendedProposals 1, 3 and Restated 2005 Incentive Award Plan,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

 

Hubbell is a performance-driven company with an impressive track record of consistently delivering increased value and returning cash to our shareholders. We achieved record sales and earnings per diluted share again in 2014. Net sales in 20142016 were $3.4$3.5 billion, an increase of 6%3% compared to 2013;2015; reported operating margin of 15.4%13.6% in 20142016 decreased 5040 basis points compared to 2013;2015; reported earnings per diluted share in 2014 were $5.482016 was $5.24 compared to $5.47$4.77 in 2013;2015; and free cash flow (defined as cash flow from operations less capital expenditures) was 102%as a percentage of net income attributable to Hubbell was 113% in 2014.2016. Each of these measures are 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 quarterlyannual dividend 12%11% to $0.56$2.80 per share - our 7the 9^thconsecutive year of increased dividends. The Board of Directors also authorized the repurchase of up to $300 million of the Company’s Class A and Class B common stock. We returned 58% of operating cash flow to shareholders through dividends of $121 million and share repurchases of $105 million. Finally, acquisitions continue to be a core strategic objective and we invested approximately $184$173 million on seventhree acquisitions in 2014; four2016; one that joinedwill join our Electrical segment, the other two will be reported in the Power segment and three that joined the Electrical segment.

Executive Appointments

On February 1, 2014, Mr. Gerben W. Bakker was appointed to the position of Group Vice President, Power Systems, succeeding Mr. William T. Tolley who was appointed to the position of Senior Vice President, Growth and Innovation.

On May 6, 2014, the Board of Directors appointed Mr. David G. Nord to the position of Chairman of the Board, in addition to his existing role as President and Chief Executive Officer. Mr. Nord succeeded Mr. Timothy H. Powers, the former Chairman of the Board, who did not stand for reelection at the 2014 Annual Meeting of Shareholders.

On June 30, 2014, Mr. Gary N. Amato was appointed to the position of Executive Vice President, Hubbell Electrical Segment. In this role, he acquired oversight of the Hubbell Lighting business, in addition to his leadership role over the Electrical Systems business. Mr. Amato assumed responsibility for the Lighting business following the announcement of the retirement of Mr. Scott H. Muse.

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 fulfill the objective of attracting and retaining key executive talent.

HUBBELL INCORPORATED-Notice of 2015 Annual Meeting of Shareholders & Proxy Statement8

Primary Components of 2014 Compensation Program

 

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

 

 

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 2014, 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 32.

HUBBELL INCORPORATED-Notice of 2015 Annual Meeting of Shareholders & Proxy Statement9

HUBBELL INCORPORATED-Notice of 2015 Annual Meeting of Shareholders & Proxy Statement10

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 nine as of the 20152017 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 fulfill 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:

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

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 20152017 Annual Meeting of Shareholders and to serve as Directors until the 20162018 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. Messrs. Ratcliffe, McNally and Ms. Good are not standing for reelection. 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.

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

HUBBELL INCORPORATED-Notice of 2015 Annual Meeting of Shareholders & Proxy Statement11

Carlos M. Cardoso

Age: 57

Director since: 2013

Committees: Audit and Compensation

Designation: Independent

Directorships: Stanley Black & Decker, Inc., since 2007; Kennametal Inc. (2008

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

Mr. Cardoso served as Chairman, of the Board, President and Chief Executive Officer of Kennametal Inc. (a publicly(publicly traded manufacturer of metalworking tools and wear-resistant products) from January 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. Cardoso brings to the Board CEO, COO, manufacturing, international business and public company Board experience, including:

Anthony J. Guzzi

Age: 51

Director since:

	Anthony J. Guzzi
	Age: 53 Director Since: 2006 Committees: Executive, Finance, and 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. Guzzi brings to the Board CEO, COO, manufacturing, strategic development, operations, consulting, and public company board experience, including:

	Neal J. Keating
	•	Extensive experience in manufacturing and distribution having served as President, North American Distribution and Aftermarket, and President, Commercial Systems and Services of Carrier Corporation, a subsidiary of United Technologies Corporation
	•	Past experience as an engagement manager with McKinsey & Company, a prominent management consulting firm

Neal J. Keating

Age: 59

Director since:

Age: 61

Director Since: 2010

Committees: Audit, and Nominating and Corporate Governance (Chair), Compensation and Executive

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. Keating brings 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:

John F. Malloy

Age: 60

Director since: 2011

Committees: Audit and Finance

Designation: Independent

Directorships: Victaulic Company, since 2006; Lehigh Gas Partners, since 2012

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

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. Malloy brings 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:

HUBBELL INCORPORATED - Notice of 2015 Annual Meeting of Shareholders & Proxy Statement12

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

Ms. 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 subsidiary of Siemens Corporation from 2015-2016. Prior to that, she was the President and CEO of Siemens Government Technologies, Inc. from 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 2009-2011.

David G. NordSkills and Qualifications

Age: 57

Director since:Ms. Marks brings to the Board strong multi-disciplinary experience in the areas of corporate strategy, operations, business development, and leadership for emerging geographies, including:

	David G. Nord
	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. Previously, he served as the Company’s President and Chief Operating Officer from June 2012 to January 2013, and Senior Vice President and Chief Financial Officer from September 2005 to June 2012.

Skills and Qualifications

Mr. Nord brings 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:

Carlos A. Rodriguez

Age: 50

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. Rodriguez brings 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:

John G. Russell

Age: 57

Director since:

HUBBELL INCORPORATED - 2017 Annual Meeting of Shareholders & Proxy Statement

13

	John G. Russell
	Age: 59 Director Since: 2011 Committees: Compensation, Finance, and Nominating and Corporate Governance Designation: Independent Directorships: CMS Energy Corporation and Consumers Energy Company, since 2010

Mr. Russell has served as the Chairman of the Board of CMS Energy Corporation (“CMS”) and Consumers Energy Company (“Consumers”) since May 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. Russell brings 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: 62

Director since: 2014

Committees: Audit and Finance

Designations: Independent; Audit Committee Financial Expert

Directorship: GrafTech International (2010 - 2014)

	Steven R. Shawley
	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. Shawley brings 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 - Notice of 2015 Annual Meeting of Shareholders & Proxy Statement13

Richard J. Swift

Age: 70

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

	Richard J. Swift
	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. Swift possesses CEO experience, extensive public company board experience, and a strong finance, engineering and corporate governance background, including:

During the five years ended December 31, 2014,2016, Mr. Guzzi, Mr. Keating, Mr. Malloy and Mr. Swift have held the principal occupation listed in their biography 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.

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.

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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 20142016

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 2014.2016. Mr. Nord receives no compensation beyond that described in the Executive Compensation section on page 41 for his service as Director.

As of December 31, 2014,2016, 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 2014.2016.

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)year, and contributions to qualifying charitable organizations up to $10,000).

The NCGC considered the nature and dollar amounts of the transactions below and determined that none were required to be disclosed 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. Rodriguez, 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 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:

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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. 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 retained the role of Chairman of the Board through the 2014 Annual Meeting of Shareholders. In connection with the succession of Mr. Nord as the Company’s CEO, the Board determined that Mr. Powers should continue to serve as the Chairman during Mr. Nord’s transition into the CEO role. The Board determined that this structure was best for the Company and its shareholders at the time, because it allowed Mr. Nord, as a new CEO, 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. Mr. Powers did not stand for reelection to the Board at the 2014 Annual Meeting of Shareholders. Onsince May 6, 2014, the Board appointed Mr. Nord as Chairman.2014. The Board has determined that combining the roles of CEO and Chairman is best for the Company and its shareholders at this time because it promotes unified leadership by Mr. Nord and allows for a single, clear focus for management to execute the Company’s strategy and business plans.

In addition, theLead Director

The Board has established the position of an independent Lead Director 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:

Currently, Mr. Guzzi is the Lead Director and is expected to hold this position until the 20152019 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 leadership of Mr. Nord as Chairman, President and CEO, the counterbalancing role of the Lead Director and a Board comprised of effective and independent Directors, the Board believes that its current leadership structure is appropriate at this time.

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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 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 Board’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 Internal Auditcapital structure or acquisition strategy, and Legal Departments alsothe 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 appropriate Board Committeeat regular intervals during the year 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; reportsstrategic planning activities and risks relevant to execution of audits conducted by the Internal Audit Department; Code of Ethics or compliance-related matters; major litigation and regulatory issues; and any other matters broughtstrategy. In addition, from time 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. 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 2015,2016, 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.

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.

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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 which are available on the Company’s website atwww.hubbell.com, or in the case of the Executive Committee Charter, in Article III, Section 1, of the Company’s 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 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 Mr. Shawley is an “audit committee financial expert” as defined by the SEC. The Audit Committee met 9 times in 2014.

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 2014.

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.

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 17 and 18 for more information on the actions taken by the Committee in these areas. The Nominating and Corporate Governance Committee met 4 times in 2014.

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Board and Committee Membership

See the “Director Independence” and “Director Nomination Process” sections on page 19 for more information on the actions taken by the Committee in these areas.

Attendance

During 2014, nine 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 four 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 20142016 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.

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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 6, 2015,3, 2017, the Company had outstanding 7,167,50655,381,614 shares of Class A Common Stock and 50,806,526 shares of Class B Common Stock. The following table sets forth as of March 6, 20153, 2017 the beneficial owners known to us of more than 5% of the Company’s Class A and Class B Common Stocks:Stock:

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The following table sets forth as of March 6, 20153, 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.