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 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 four proposals to be considered at the Annual Meeting:

Proposal

Board’s Voting Recommendation

Page reference

Proposal 1 – Election of Directors

FOR each Nominee

1  ELECTION OF DIRECTORS

2  RATIFICATION OF AUDITORS

3 SAY ON PAY

4 SAY WHEN ON PAY12

Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay vote”)

FOR

31

Vote Required: Plurality* with Director Resignation Policy

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

Vote Required: Majority of Votes Cast**

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

The BoardProposal 3 recommends 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– Ratification of the Company’s Director Resignation Policy are discussed below. Broker discretionary voting is not allowed.
Selection of PricewaterhouseCoopers LLP as Our Independent Auditor for Fiscal Year 2020
** FOR	Majority of Votes 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 Proposals 2 and 3. Broker discretionary voting is allowed with respect to Proposal 2, but not with respect to Proposals 1, 3 and 4.
***	Abstentions and broker non-votes will not affect this proposal. Broker discretionary voting is not allowed.71

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 Proposals 1, 3 and 4, but your broker does have the discretion to vote your shares on the ratification of 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)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.

Our Vision and Values

Hubbell is a global manufacturer of quality electrical and electronic products for a broad range of applications in the Electrical and Power segments. Hubbell is committed to doing business in ways that are principled, transparent and accountable to our shareholders. We believe doing so generates long-term value.

Our Vision is to be an exceptional supplier, a valued investment, and a rewarding employer. Our commitment is underscored by the four pillars that guide us as a company.

	SERVE OUR CUSTOMERS			OPERATE WITH DISCIPLINE			GROW THE ENTERPRISE			DEVELOP OUR EMPLOYEES
We strive to exceed customerexpectations by providingexceptional service andimplementing processes thatmake it easy to do businesswith us.			We implement industry leadingprocesses to ensure a productive,safe and compliant organization,and maximize our footprint foroperational efficiency.			We continue to grow ourorganization, both throughdeveloping innovative newproducts and by acquiringcomplementary businesses.			We recruit, hire and developtalent that meets and anticipatesthe ever-changing needs of ourenterprise, while fostering aninclusive and diverse workplace.

2019 Performance Highlights

We measure our progress not only in terms of our financial accomplishments, but in the best interests of our shareholders, partners, customers, employees and the communities in which we operate.

Financial Results

Business Development

Hubbell has a proven history of successfully acquiring and integrating complementary businesses and products. In 2018, Hubbell completed the largest acquisition in its history, Aclara Technologies LLC. In 2019, Hubbell replenished its deal pipeline and closed on three acquisitions and also divested its legacy international high voltage business.

ELECTRICAL		UTILITY		PORTFOLIO MANAGEMENT
Acquired a connector business thatdesigns and manufacturers electricalconnectors and accessories for powerutilities and mass transit rail systems. Partof Hubbell’s Construction & Energy Group.		Acquired a wildlife and asset protectionmanufacturing business for electricalutilities, renewable power generators andindustrial customers. Part of Hubbell’sPower Systems Group.		Divested our Swiss high voltage businessthat was no longer core to Hubbell’soverall portfolio. Formerly part ofHubbell’s Commercial & Industrial Group.

Corporate Governance Highlights

Hubbell’s Board operates in accordance with its Corporate Governance Guidelines (the “Guidelines”) that establish its governance framework and processes. The Board reviews the Guidelines at least annually and in 2019 revised them to formally document the Board’s commitment to oversight of environmental, social and governance (“ESG”) matters. The Board continues to remain focused on oversight of Company strategy, enterprise risks, financial performance, operational planning, talent, succession, compliance and culture.

INCREASED SHAREHOLDER OUTREACH AND ENGAGEMENT		Enhanced existing year-round shareholder engagement programs by adding CompensationCommittee Chair led sessions with shareholders in spring and fall.
		Conducted a third-party shareholder perception study; modified our investor communicationsin response to feedback.
COMMITMENT TO CORPORATE RESPONSIBILITY		Expanded existing Code of Business Conduct & Ethics (applicable to all Directors, Officers,employees and third parties) to establish a new standalone Third-Party Code of Conduct forthird parties. The new Third-Party Code covers areas such as conflict minerals, anti-humantrafficking, business integrity, and health, safety and environmental policies.
ROBUST OVERSIGHT OF RISKS AND OPPORTUNITIES		Board responsible for risk oversight, with specific responsibility for key risk areas (including,without limitation, cybersecurity) delegated to relevant Board committees.
		At least annual engagement with business leaders to discuss both short-term plans, long-termstrategic opportunities and their associated risks.
COMMITMENT TO SUSTAINABILITY (ES&G)		Revised the Guidelines to formally include oversight of the Company’s Environmental, Socialand Governance (ES&G) programs as part of the Board’s responsibilities.
		Further revised Nominating and Corporate Governance Committee (NCGC)’s Charter to designate NCGC with Committee oversight of ES&G related matters.
		2019 actions formalized the Board’s long-term interest and historic and on-going review andfocus on ES&G.
INCREASED DIRECTOR EDUCATION		Increased investment in Board education sessions via: third party presentations; a refreshedDirector on-boarding program; and membership in a national non-profit organization dedicatedto director education.

Additional detailson Corporate Governance on page.

Corporate Social Responsibility

Hubbell operates its business and executes on strategies that consider Hubbell’s effect on our shareholders, employees, customers, suppliers and communities. At Hubbell, we believe that we can deliver value for our stakeholders beyond mere financial returns. In 2019, Hubbell evidenced its Corporate Social Responsibility (CSR) commitment with a dedicated part of its website,www.hubbell.com, and formalized the Board’s and its Committees’ review and oversight of ES&G matters.

Notable CSR achievements in 2019, include:

Specific detailson Corporate Social Responsibility on page.

THE BOARD RECOMMENDS A VOTEFOR EACH NOMINEE FOR A ONE-YEAR TERM.

The following table provides summary information about each of the eight director nominees. Each director is elected annually by a plurality of votes cast. Existing committee assignments of the directors are described below. Each nominee is a current Director of the Company and possesses the qualifications and experience recommended by the Nominating and Corporate Governance Committee, and is approved by our Board to serve as a Director.

Our Director Nominees

THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.

Shareholder Engagement

Hubbell’s 2019 advisory Say on Pay vote on executive compensation was 58%, significantly lower than the votes we have previously received on Say on Pay, which averaged over 97% support for the last 10 years. The Board of Directors and Hubbell’s management team took these voting results very seriously and intensely engaged with our shareholders in both the spring and the fall on the topic of Hubbell’s executive compensation programs and pay for performance philosophy.

Shareholder Outreach

In addition to the Say on Pay related calls, the Company regularly engages with its shareholders over the course of a year on diverse topics such as financial performance, compensation and pay for performance matters, corporate governance and corporate social responsibility. These meetings and calls can be in person or via teleconference, management only, or led by one of our independent directors with management present. We are committed to not just continued engagement with our shareholders, but to reviewing and applying the substance of the engagement. Hubbell management routinely reports out to the Board and specific Board committees on the substance and nature of its shareholder communications.

Hubbell values the input and insight it receives from its investors.

How we engagedwith investors
		We invited our largest 25 shareholders (representing 65% of our share ownership)to discuss Hubbell’spay for performance program, compensation design, sustainability programs, governance matters andstrategy with our Compensation Committee Chair.
		We regularly report our investors’ views to our Board of Directors,and the Compensation Committeeconsiders these views when developing our executive compensation program.
		We engage with analysts through quarterly conference calls,our investor relations website, meetings,conferences and calls.
		We conducted a third-party investor perception study,led by our investor relations team, that reachedout to approximately 120 investor contacts, generating qualitative and quantitative feedback.

As a part of our shareholder outreach in 2019, we heard many different points of view from our various shareholders. We listened intently to the feedback we heard, sought to understand the perspective of our shareholders and endeavored to be responsive to their input, as outlined in the following table.

Additional detailson our compensation related shareholder engagement on page   33   .

Executive Compensation Highlights

Elements of Compensation

Hubbell compensated its named executive officers (“NEOs”) using the following elements for total direct compensation in 2019:

			Target Compensation Mix
Targeted at 50th percentile of peers	Element	Description	CEO	Other NEOs
	Salary	A competitive level of cash is provided to attract and retain  executive talent.
	Annual Cash Incentive	Amounts awarded based on achievements with respect to theCompany’s financial goals and individual performance againststrategic objectives (CEO’s design is 100% based on financialgoals).
	Long-term EquityIncentive	A mix of equity awards designed to drive Hubbell’sperformance, and align executives’ interests with shareholders.75% of equity awards are performance-based.

Pay for Performance

We have executed a strong pay for performance program, with the following principles:

Hubbell’s compensation program is designed to achieve the following pay for performance objectives:

	Align executive pay to our company performance and drive our business strategy.
	Attract and retain key talent.
	Align the interests of executives with our shareholders with effective pay for performance.
	Deliver competitive and fair compensation.

Long-Term Incentive

Hubbell made changes to its Long-Term Incentive program based on Shareholder feedback:

		Increased weight of performance shares from 40% to 50%
		Increased overall weight of performance-oriented equity from 70% to 75%
		Enhanced TSR Modifier

Performance Share Metrics – Relevant to our strategy and aligned with investors

Specific detailson these metrics may be found on pages 50-51 in the Compensation Discussion & Analysis section.

Management conducted a comprehensive analysis of potential internal metrics based on our strategic plan and the correlation of these metrics with TSR performance in our competitive financial peer set of companies. The Compensation Committee determined these metrics for the long-term plan based on our current and future objectives of growth, productivity and capital management, while ensuring alignment with shareholders through TSR. The Compensation Committee believes that focusing our NEOs to execute on these metrics will drive shareholder value.

Long-Term Incentive Timing Change

In 2019, Hubbell made the decision to move the timing of our annual equity grant from the fourth quarter of each year into the first quarter of the year, effective in 2020. This change is intended to align all of Hubbell’s compensation discussions with its executives to the first quarter of the calendar year, as merit salary changes and short-term incentive bonuses are already delivered in the first quarter.

The result of this change for 2019 is that there were no equity grants delivered to the NEOs in 2019 including Chairman and CEO, David G. Nord, except for those certain mid-year grants associated with 2019 promotions to new roles (including Messrs. Bakker, Sperry, Connolly and Ms. Lane). The equity grants that would have been historically delivered in December of 2019 will now be delivered in February of 2020. To ensure transparency and clarity to our shareholders, we are providing a supplemental Compensation Table in the CD&A (see page49), as well as providing the detail in the footnotes of the Summary Compensation Table (see the footnotes ofpage 58), to show the compensation for 2019 including the grant to be made in 2020, as a more “normalized” look at the true annual pay for the NEOs.

Additional detailson the timing change can be found on page   49   .

THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.

The Board has fixed the number of Directors who shall be elected by the shareholders at the 2020 Annual Meeting at eight.

Director Qualifications and Experience

The Nominating and Corporate Governance Committee (NCGC) works with the Board at least 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 (the “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 NCGC considers diversity when creating the pool of candidates from which it selects potential director nominees. Such diversity includes gender, race and ethnicity and also diversity of experience, professional background, industry exposure and other areas. The objective is to assemble a diverse Board that can best facilitate the success of the business and represent shareholder interests through the exercise of sound judgment.

Below is a list of certain 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, manufacturing or other relevant public company experience
	Financial literacy
	Professional background
	Education
	Corporate governance experience
	Experience as a current or former public company officer
	Experience in the Company’s industry
	Public company board service
	Academic expertise in areas of the Company’s operations

In determining whether to recommend a current Director for re-election, the NCGC will also consider past attendance at meetings, service on other boards and participation in and contributions to Board activities.

Each Director nominee possesses the appropriate qualifications and experience for membership on 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.

Commitment to Board Integrity, Diversity and Independence

In addition to ensuring that our director nominees possess the requisite skills and qualifications, the NCGC places an emphasis on ensuring that the nominees demonstrate the right leadership traits, personality, work ethic, independence, and diversity of background to align with our performance culture and our long-term strategic vision. Specifically, these criteria include:

	Exemplification of the highest standards of personal and professional integrity
	Potential contribution to the diversity and culture of the Board, including by virtue of age, educational background, global perspective, gender, ethnicity or nationality
	Ability to devote sufficient time to performing their Board and committee duties
	Independence from management
	Willingness to constructively challenge management through active participation in Board and committee meetings
	Subject matter expertise

The NCGC also believes that, in addition to diversity of personal characteristics and experiences, diversity of service tenures also facilitates effective Board oversight. Though Ms. Marks will not stand for re-election to the Board of Directors at the expiration of her current term, the NCGC remains committed to ensuring its continued focus on selecting diverse nominees.

Nomination and Election Process

Hubbell’s Directors are elected at each Annual Meeting of Shareholders and hold office for one-year terms or until their successors are duly elected and qualified. The Board of Directors nominated eight candidates for election as Directors. 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.

In searching for qualified Director candidates for election to the Board and to fill vacancies on the Board, the Board may solicit current Directors or members of executive management for the names of potentially qualified candidates, consult with outside advisors, retain a Director search firm or consider nominees suggested by shareholders. All Director candidates, 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 “Director Qualifications and Experience” section onpage 12), 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) (2) of our By-Laws, to the Secretary of the Company. 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.

Directors are elected by plurality vote. 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. 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 must promptly tender his or her resignation to the Board. See page24 for additional details on this Policy. Broker discretionary voting is not allowed, so 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 Proposal 1.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES FOR A ONE-YEAR TERM.

Director Nominees

The nominees are proposed by the Board to stand for election at the 2020 Annual Meeting of Shareholders and to serve as Directors until the 2021 Annual Meeting.

All of the nominees are current Directors previously elected by the Company’s shareholders. During the five years ended December 31, 2019, Mr. Keating, Ms. Lind, Mr. Malloy and Mr. Shawley have held the principal occupation listed in their biographies below or been retired for that period of time, as applicable. The employment history of each of the other Director nominees during such time period is reflected in their biographies. The following biographies provide information on the principal occupation of each of the Director nominees.

		CARLOS M. CARDOSO
		Age 62 Director since: 2013 INDEPENDENT AUDIT COMMITTEE FINANCIAL EXPERT Committees:   Audit   Compensation		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 board of Stanley Black & Decker, Inc., a public company and a diversified global provider of hand and power tools and accessories.   Chairman of the Board of Garrett Motion Inc., a public company and a provider of transportation systems. Directorships:   Stanley Black & Decker, Inc., since 2007;   Garrett Motion Inc., since 2018
Mr. Cardoso has served as Chairman of Garrett Motion Inc. since July 2018 and as the principal of CMPC Advisors LLC, an investment advisory firm, since January 2015. He previously served as Chairman of Kennametal, Inc. (publicly traded manufacturer of metalworking tools and wear-resistant products) from January 2008 until December 2014. He also served as President and Chief Executive Officer of Kennametal from January 2006 until December 2014. Mr. Cardoso joined Kennametal in 2003 and served as Vice President, Metalworking Solutions and Services Group and then as Executive Vice President and Chief Operating Officer before he became President and Chief Executive Officer. Mr. Cardoso was appointed Chairman of the Board of Garrett Motion Inc. in July 2018.

		ANTHONY J. GUZZI
		Age 56 Director since: 2006 INDEPENDENT LEAD DIRECTOR Committees:   Executive   Finance   Nominating and Corporate Governance		Skills and Qualifications: Mr. Guzzibrings to the Board CEO, COO, manufacturing, strategic development, operations, consulting and public company board experience, including:   Serving as Chairman, President and CEO and a Director of EMCOR Group, Inc., a publicly traded mechanical, electrical construction and facilities services company.   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. Directorship:   EMCOR Group, Inc., since 2009
Mr. Guzzi has served as Chairman of the Board, President and Chief Executive Officer of EMCOR Group, Inc. (a publicly traded mechanical, electrical construction and facilities services company) since June 2018. Previously, he was President and Chief Executive Officer of EMCOR from January 2011 to June 2018 and 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.

		NEAL J. KEATING
		Age 64 Director since: 2010 INDEPENDENT Committees:   Compensation   Executive   Nominating and Corporate Governance (Chair)		Skills and Qualifications: Mr. Keatingbrings to the Board an extensive history of senior executive leadership and board experience and a strong background in international operations, distribution, and mergers and acquisitions, including:   Serving as Chairman of the Board, President and CEO  of Kaman Corporation, a publicly traded aerospace and industrial distribution company.   Past experience as COO of Hughes Supply and Executive Vice President and COO of Rockwell Collins, Commercial Systems.   Former Managing Director and CEO of GKN Aerospace and Director of GKN plc, an international aerospace, automotive and land systems business.   Member of the Executive Committee of the Board of Trustees of the Manufacturers Alliance for Productivity and Innovation (MAPI).   Membership on the board of governors of the Aerospace Industry Association (AIA).   Member of the Board of Trustees of Embry-Riddle Aeronautical University. 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. Previously, 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).

		BONNIE C. LIND
		Age 61 Director since: 2019 INDEPENDENT AUDIT COMMITTEE FINANCIAL EXPERT Committees:   Audit   Finance		Skills and Qualifications: Ms. Lindbrings to the Board CFO, Treasurer, financing, manufacturing, mergers and acquisitions, and public company board experience, including:   Serving as Senior Vice President, CFO and Treasurer of Neenah, Inc., a global manufacturer of technical specialties products, fine paper and packaging.   Past experience as Assistant Treasurer of Kimberly-Clark Corporation, a manufacturer of personal care, consumer tissue and health care products.   Membership on the Board of U.S. Silica Holdings, a publicly traded performance materials company and one of the largest domestic producers of commercial silica.   Formerly served on the Board of Empire District Electric Company, a utility generating, transmitting and distributing power to southwestern Missouri and adjacent areas.   Formerly served on the Board of Federal Signal Corporation, a publicly traded international designer and manufacturer of products and solutions that serves municipal, governmental, industrial and commercial customers. Directorship:   U.S. Silica Holdings, Inc., since 2019 Prior Directorships:   Federal Signal Corporation, 2014-2018;   Empire District Electric Company, 2009-2017
Ms. Lind has served as Senior Vice President, CFO and Treasurer of Neenah, Inc. (a publicly traded technical specialties and fine paper company), since June 2004. Previously, Ms. Lind held a variety of increasingly senior financial and operations positions with Kimberly-Clark Corporation from 1982 until 2004.

		JOHN F. MALLOY
		Age 65 Director since: 2011 INDEPENDENT AUDIT COMMITTEE FINANCIAL EXPERT Committees:   Audit   Executive   Finance (Chair)		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:   Thirteen years of executive management experience at a leading worldwide manufacturing company.   Over fifteen years of experience in various senior level strategic planning positions at United Technologies Corporation.   Membership on the Board of Trustees of the Manufacturers Alliance for Productivity and Innovation (MAPI).   Holds a Ph.D. in economics and has taught courses in Economics at Hamilton College. Directorship:   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. Previously, 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.

		DAVID G. NORD
		Age 62 Director since: 2013 NOT INDEPENDENT Committee:   Executive (Chair)		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 two global manufacturing companies, including:   Served as the Company’s Senior Vice President and CFO for 7 years and as COO prior to his appointment to CEO in 2013.   Ten years in various senior leadership positions at United Technologies Corporation including Vice President-Finance and CFO of Hamilton Sundstrand Corporation, one of its principal subsidiaries.   Held roles of increasing responsibility at The Pittston Company, a publicly held multinational corporation and Deloitte & Touche.   Chairman of the Board of Trustees of the Manufacturers Alliance for Productivity and Innovation (MAPI) and Member and Immediate-Past Chairman of the Board of Governors of the National Electrical Manufacturing Association. Directorship:   Ryder Systems, Inc., since 2018
Mr. Nord has served as Chairman and Chief Executive Officer of the Company since June 2019 and Chairman, President and Chief Executive Officer since May 2014. Previously, he served as the Company’s President and Chief Executive Officer from January 2013 to May 2014, 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.

		JOHN G. RUSSELL
		Age 62 Director since: 2011 INDEPENDENT Committees:   Compensation (Chair)   Executive   Finance   Nominating and Corporate Governance		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:   Serving as Chairman of the boards of CMS Energy Corporation (“CMS”) and Consumers Energy Company (“Consumers”) and as Director for over fifteen years in the aggregate.   Serving as the President and CEO of CMS and Consumers and previously as COO.   Over thirty years of both hands-on and leadership experience in the utility industry, an industry that represents a significant part of the Company’s overall business. Directorships:   CMS Energy Corporation, since 2010   Consumers Energy Company, since 2010
Mr. Russell has served as the Chairman of the Boards of CMS and Consumers (a publicly traded electric and natural gas utility) since May 2016. Previously he served as the President and Chief Executive Officer of CMS and Consumers from 2010-2016. He also held the position of President and Chief Operating Officer of Consumers from 2004 to 2010.

		STEVEN R. SHAWLEY
		Age 67 Director since: 2014 INDEPENDENT AUDIT COMMITTEE FINANCIAL EXPERT Committees:   Audit (Chair)   Executive   Finance		Skills and Qualifications: Mr. Shawleybrings to the Board extensive leadership experience as a public company executive officer and Director and a strong background in finance, accounting and audit, including:   Over fourteen years of experience as a public company officer, including serving as the Senior Vice President and CFO of Ingersoll Rand Inc. and President of one of its major business sectors.   Holding multiple financial roles of increasing responsibility over the course of 30+ years including audit, accounting, financial planning and as the controller of Westinghouse Electric Corporation’s largest manufacturing division and CFO of its Thermo King subsidiary.   Served on the board of a public company and as Chair of its Audit Committee. Prior 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.

CorporateGovernance

The Board of Directors has adopted the Company’s Corporate Governance Guidelines (the “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 11 times in 2019.

GovernanceSnapshot
	Shareholders have identicaleconomic and voting rights -each share of Common Stock is entitled to one vote.
	Directors areelected annuallyby shareholders to serve a one-year term.
	Corporate funds or resources are not used for direct contributions to political candidates or campaigns.
	Independent Board members meet regularly inExecutive Sessions, without management present.
	56%of our Board has atenure of seven years or less.
	To maintain a diverse Board, Director nominees are evaluated on their background and experience and alsogender, race and ethnicity.
	Directorcompensation is reviewed annuallywith advice from our independent compensation consultant and benchmarked for competitiveness.
	There areno related party transactionswith our Directors, officers and significant shareholders.
	OurDirector Resignation Policyrequires any director who fails to receive a majority of the votes cast to promptly tender his or her resignation.
	Board and Committees may hireoutside advisors independentfrom management.

Board Leadership Structure

Chairman

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.

Mr. Nord has served as Chairman and Chief Executive Officer of the Company since June 2019. Previously, Mr. Nord served as Chairman, President and Chief Executive Officer from May 2014 to June 2019. 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 from Mr. Nord and allows for a single, clear focus for management to execute the Company’s strategic and business plans.

Independent Lead Director

The Board has established the position of an independent Lead Director to serve a three-year term. The Board believes that a three-year term is appropriate for the Lead 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 2022 Annual Meeting. Following the 2022 Annual Meeting, the Board shall, upon recommendation from the NCGC, appoint a director for the next three year Lead Director term. 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 composed 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 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.

Director Independence

The Guidelines indicate that the Board shall be composed of a majority of independent Directors. Eight of our nine directors are independent. In evaluating the independence of Directors, each year the NCGC reviews all direct and indirect 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 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 Conduct compliance certifications, case submissions filed with the Company’s confidential communication resource and Company donations to charitable organizations with which a Director may be affiliated (noting that The Harvey Hubbell Foundation’s various matching gift programs are available to all Directors, officers and employees and that such programs match eligible gifts made to qualifying charitable organizations and educational institutions up to $25,000 in the aggregate in a calendar year).

The NCGC considered the nature and dollar amounts of the transactions with Directors and determined that none was 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 thresholds. As a result of this review, the Board determined that each of the current Directors is independent other than Mr. Nord. In addition, the Board determined that Mr. Swift, who served as a director during 2019 but did not stand for re-election at the 2019 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.

Board Oversight of Risk

Members of senior management assist the Board and its 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 activities and risks relevant to execution of the strategy. In addition, from time to time, independent consultants with specific areas of expertise are engaged to discuss topics that the Board and management have determined may present a material risk to the Company’s operations, plans or reputation.

In 2019, as part of our 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.

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 Security and Exchange Commission (“SEC”) regulations.

Audit Committee

STEVEN R. SHAWLEY (CHAIR) Members: Carlos M. Cardoso Bonnie C. Lind John F. Malloy		9 Meetings in 2019	98% Attendance	Independence 4/4
		Key Oversight Responsibilities   Oversees the Company’s accounting and financial reporting and disclosure processes.   Appoints the independent auditor and evaluates its 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.   Reviews the Company’s cybersecurity plans, policies, threats and prevention strategies with management.

The Board of Directors has determined that all members of the Audit Committee are financially literate and meet the NYSE standard of having accounting or related financial management expertise. Each member of the Audit committee is an “audit committee financial expert” as defined by the SEC.

Compensation Committee

JOHN G. RUSSELL (CHAIR) Members: Carlos M. Cardoso Neal J. Keating Judith F. Marks(1)		5 Meetings in 2019	95% Attendance	Independence 4/4
		Key Oversight Responsibilities   Determines and oversees the Company’s execution of its compensation programs and employee benefit plans.   Reviews and approves all compensation of the CEO and officers of the Company, with input from the independent compensation consultant.   Appoints the independent compensation consultant and evaluates its independence and performance annually.   Determines stock ownership guidelines for the CEO and officers of the Company.   Reviews and approves of the Company’s peer companies.

Executive Committee

DAVID G. NORD (CHAIR) Members: Anthony J. Guzzi Neal J. Keating John F. Malloy John G. Russell Steven R. Shawley		Did not meet in 2019	Did not meet in 2019	Independence 5/6
		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.

Finance Committee

JOHN F. MALLOY (CHAIR) Members: Anthony J. Guzzi Bonnie C. Lind John G. Russell Steven R. Shawley		4 Meetings in 2019	95% Attendance	Independence 5/5
		Key Oversight Responsibilities   Oversees the Company’s financial and fiscal affairs and reviews proposals regarding long-term and short-term financing, material acquisitions, dividend policies, stock repurchase programs and changes in the Company’s capital structure.   Reviews the Company’s major capital expenditure plans and monitors the Company’s insurance programs.   Reviews the administration and management of the Company’s pension plans and investment portfolios.

Nominating and Corporate Governance Committee

NEAL J. KEATING (CHAIR) Members: Anthony J. Guzzi Judith F. Marks(1) John G. Russell		5 Meetings in 2019	95% Attendance	Independence 4/4
		Key Oversight Responsibilities   Develops the Company’s corporate governance guidelines and monitors adherence to its principles.   Approves related person transactions.   Evaluates director independence and compensation.   Identifies qualified individuals to become Board members, recommends nominees for election or appointment to the Board and oversees the Board’s and management’s performance evaluation and succession planning process.    Oversees the development and administration of the Company’s corporate social responsibility/ES&G program.

See the “Nomination and Election Process” section onpage 13 and the “Director Independence” section onpage 20 for more information on the actions taken by the Nominating and Corporate Governance Committee in these areas.

Board Practices and Procedures

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 (the “Code of Conduct”) that supports the Company’s commitment to the people we serve, the communities we work in, the Company and each other. Our Code of Conduct covers many areas of professional conduct ranging from conflicts of interest, ethical business conduct, employment 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 Conduct and require all Directors and officers to certify compliance with the Code of Conduct policy. The Code of Conduct can be viewed on the Company’s website atwww.hubbell.com.

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 NCGCNominating and Corporate Governance Committee (“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 HighlightsShareholder Outreach and Engagement

Hubbell isWe value shareholders’ perspectives and have a performance-driven companyregular process throughout each year to discuss a range of topics, including our performance, strategy, executive compensation, environmental, social and governance matters. Discussions with an impressive track recordour shareholders assist us to set goals and expectations for our performance and facilitate identification of consistently delivering increased valueemerging issues that may affect our strategies, corporate governance, compensation practices and returning cash toother aspects of our operations.

Our shareholder engagement program includes investor conferences, investor events and one-on-one discussions with our shareholders. Net salesIn 2019, our Board’s Compensation Committee Chairs (retired and new), participated in 2016 were $3.5 billion, an increase16 conference calls with shareholders (representing approximately 65% of 3% comparedoutstanding shares) to 2015; reported operating margindiscuss a wide range of 13.6% in 2016 decreased 40business performance, governance, sustainability and compensation topics. In addition, our Chairman and CEO, Chief Financial Officer, General Counsel and other members of senior management engaged with our shareholders on a frequent basis points comparedyear-round, to 2015; reported earnings per diluted share in 2016 was $5.24 compared to $4.77 in 2015;discuss Hubbell’s strategy, financial and free cash flow (defined as cash flow from operations less capital expenditures) as a percentage of net income attributable to Hubbell was 113% in 2016. Each of these measures are critical components to our pay for performance compensation structure as they are indicators of strong Companybusiness 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 25. We also remained committed to deploying our capital in value creating ways. We increased the annual dividend 11% 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 in 2016; one that will join our Electrical segment, the other two will be reported in the Power segment.ES&G programs.