UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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METHODE ELECTRONICS, INC.

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METHODE ELECTRONICS, INC.

7401 West Wilson Avenue

Chicago, Illinois 60706

(708) 867-6777

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 12, 201315, 2016

To the Shareholders of Methode Electronics, Inc.:

Notice is hereby given that the annual meeting of shareholders of Methode Electronics, Inc. will be held on Thursday, September 12, 201315, 2016 at 11:00 a.m., Chicago time, at Methode’s corporate offices at 7401 West Wilson Avenue, Chicago, Illinois, 60706 for the following purposes:

1.

To elect a Board of Directors;

2.

To ratify the Audit Committee’s selection of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending May 3, 2014;

3.

To provide advisory approval of Methode’s named executive officer compensation; and

4.

To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

The Board of Directors recommends that you vote “FOR” each of Methode’s nominees for director, “FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm, and “FOR” advisory approval of Methode’s named executive officer compensation.

Our Board of Directors has fixed the close of business on July 17, 201318, 2016 as the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting and at any adjournment or postponement thereof.

We are furnishing materials for our annual meeting on the Internet. You may vote your shares in person by attending our annual meeting, or by proxy. To vote by proxy, you may vote using the Internet, by toll-free telephone number or, if you request and receive a paper copy of the proxy card by mail, by signing, dating and mailing the proxy card in the self-addressed, postage-paid envelope provided.Information regarding voting in personby using the Internet or by telephone is contained in the Notice of Internet Availability of Proxy Materials and the proxy statement.Materials. Instructions regarding voting by proxymail are contained on the proxy card.

It is important that your shares be represented and voted at the annual meeting. Whether or not you plan to attend the annual meeting, please vote on the matters to be considered. Thank you for your interest and cooperation.

Chicago, Illinois

July 26, 2013

METHODE ELECTRONICS, INC.

7401 West Wilson Avenue

Chicago, Illinois 60706

(708) 867-6777

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
September 12, 201315, 2016

GENERAL INFORMATION

We are furnishing this proxy statement to you in connection with the solicitation of proxies on behalf of Methode Electronics, Inc. (“Methode” or the “Company”) for use at our annual meeting of shareholders to be held on Thursday, September 12, 201315, 2016 at 11:00 a.m., Chicago time, at Methode’s corporate offices at 7401 West Wilson Avenue, Chicago, Illinois, 60706 and at any adjournment or postponement of the annual meeting. On July 26, 2013,27, 2016, we mailed our Notice of Internet Availability of Proxy Materials, which contains instructions for our shareholders to access our proxy statement and annual report over the Internet or request a paper copy of the proxy materials.

At the annual meeting, we will ask our shareholders to (i) elect our Board of Directors, (ii) ratify the Audit Committee’s selection of Ernst & Young LLP (“Ernst & Young”) to serve as our independent registered public accounting firm for fiscal 2014,2017, (iii) provide advisory approval of Methode’s named executive officer compensation, and (iv) consider and vote upon any other business which properly comes before the annual meeting.

The Board of Directors recommends that you vote “FOR” each of Methode’s nominees for director, “FOR” the ratification of Ernst & Young as our independent registered public accounting firm, and “FOR” advisory approval of Methode’s named executive officer compensation.

You may vote your shares in person, by attending our annual meeting, or by proxy. To vote by proxy, you may vote using the Internet, by toll-free telephone number or, if you request and receive a paper copy of the proxy card by mail, by signing, dating and mailing the proxy card in the self-addressed, postage-paid envelope provided.Information regarding voting in personby using the Internet or by telephone is contained in the Notice of Internet Availability of Proxy Materials and this proxy statement.Materials. Instructions regarding voting by proxymail are contained on the proxy card. Please do not submit a proxy card if you have voted by telephone or the Internet.

It is important that your shares be represented and voted at the annual meeting. Whether or not you plan to attend the annual meeting in person, please vote on the matters to be considered.

Record Date; Shares Outstanding

Our Board of Directors has fixed the close of business on July 17, 201318, 2016 as the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting and at any adjournment or postponement thereof. As of the record date, there were 37,234,340were36,926,433 shares of our common stock outstanding and entitled to vote at the annual meeting.

Quorum; Votes Required

In deciding all questions, assuming a quorum is present, a holder of Methode’s common stock is entitled to one vote, in person or by proxy, for each share held in such holder’s name on the record date. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Methode’s common stock is necessary to constitute a quorum at the annual meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum at the annual meeting. Generally, broker non-votes occur when shares held by a broker or nominee for a beneficial owner are not voted with respect to a particular proposal because the broker or nominee lacks discretionary power to vote such shares.

With respect to the election of directors, shareholders may vote (a) “for” each nominee;; (b) “against” each nominee;; or (c) to “abstain” from voting for each nominee. The election of our Board of Directors requires approval by a majority of the shares of common stock represented at the meeting and entitled to vote. With respect to the proposals to ratify the selection of Ernst & Young as our independent registered public accounting firm and theprovide advisory vote onapproval of our executive compensation, shareholders may vote (1) “for”; (2) “against”; or (3) to “abstain” from voting on each matter.  The ratification of the selection of Ernst & Youngmatter and the advisory vote on executive compensation each requiresuch matter requires approval by a majority of the shares of common stock represented at the meeting and entitled to vote. Both abstentions and broker non-votes will be considered as present but will not be considered as votes in favor of any matter. Broker non-votes are excluded from the “for,” “against” and “abstain” counts, and instead are reported as simply “broker non-votes.” Consequently, abstentions have the effect of voting against these matters, while broker non-votes have no effect as to voting for or against any such matter.

Under New York Stock Exchange rules, the proposal to ratify the selection of Ernst & Young is considered a routine item. Therefore, brokers may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions to the broker. In contrast, all other proposals set forth in this proxy statement are considered non-routine items, and brokers who have not received voting instructions from their clients may not vote on these proposals.

All properly executed and timely delivered proxies will be voted in accordance with the instructions provided. Unless contrary instructions are indicated, proxies will be voted “FOR” each of Methode’s nominees for director, “FOR” the ratification of the selection of Ernst & Young, and “FOR” advisory approval of Methode’s named executive officer compensation. The Board of Directors knows of no other business that will be presented for consideration at the annual meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment.

Voting Procedures

It is important that your shares be represented at the annual meeting. You may vote your shares in person, by attending our annual meeting, or by proxy. To vote by proxy, you may vote using the Internet, by toll-free telephone number or, if you request and receive a paper copy of the proxy card by mail, by signing, dating and mailing the enclosed proxy card in the self-addressed, postage-paid envelope provided. Information regarding voting in personby using the Internet or by telephone is contained in the Notice of Internet Availability of Proxy Materials and this proxy statement.Materials. Instructions regarding voting by proxymail are contained on the proxy card. Please do not submit a proxy card if you have voted by telephone or the Internet. You may revoke your proxy as described below.

Revoking Your Proxy

If you decide to change your vote, you may revoke your proxy at any time before the annual meeting. You may revoke your proxy by notifying our Corporate Secretary in writing that you wish to revoke your proxy at the following address: Methode Electronics, Inc., 7401 West Wilson Avenue, Chicago, Illinois 60706, attention: Corporate Secretary. You may also revoke your proxy by submitting a later-dated and properly executed proxy (including by means of the telephone or Internet) or by voting in person at the annual meeting. Attendance at the annual meeting will not, by itself, revoke a proxy.

Proxy Solicitation Expenses

The accompanying proxy is being solicited on behalf of Methode. We will bear the entire cost of this solicitation. Our directors, officers or other regular employees may solicit proxies by telephone, by e-mail, by fax or in person. No additional compensation will be paid to directors, officers and other regular employees for such services. We have retained the services of Innisfree M&A Incorporated (“Innisfree”) to serve as our proxy solicitor in connection with the annual meeting. Innisfree may assist us in soliciting proxies by telephone, email and by other means, and we expect to pay Innisfree a fee of $20,000, plus reasonable expenses.

In the event that beneficial owners of our shares request paper copies of our proxy materials, banks, brokerage houses, fiduciaries and custodians holding shares of our common stock beneficially owned by others as of the record date will be requested to forward such proxy soliciting material to the beneficial owners of such shares and will be reimbursed by Methode for their reasonable out-of-pocket expenses.

Householding of Annual Meeting Materials

We are sending only one copy of our Notice of Internet Availability of Proxy Materials and, if applicable, our proxy materials, to shareholders who share the same last name and address, unless they have notified us that they want to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save printing and postage costs. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. If you received a householded mailing this year and you would like to have additional copies of our Notice of Internet Availability of Proxy Materials and, if applicable, our proxy materials, mailed to you or you would like to opt out of this practice for future mailings, you may do so at any time by contacting us at: Methode Electronics, Inc., 7401 West Wilson Avenue, Chicago, Illinois 60706, Attention: Corporate Secretary.

CORPORATE GOVERNANCE

We are committed to maintaining high standards of corporate governance in order to serve the long-term interests of Methode and our shareholders.

Director Independence

Our Board of Directors has considered the independence of the nominees for director under the applicable standards of the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange. Our Board has determined that all of the nominees for director are independent under the applicable standards, except for Donald Duda, our President and Chief Executive Officer. Mr. Duda’s lack of independence relates solely to his service as an executive officer and is not due to any other transactions or relationships.

In addition, our Board of Directors has determined that each member of our Audit Committee, our Compensation Committee and our Nominating and Governance Committee satisfies the independence requirements of the applicable standards, if any, of the SEC and the New York Stock Exchange.

Board Committees

The following chart sets forth the committees of our Board:Board for fiscal 2016. On June 16, 2016, our Board, upon the recommendation of the Nominating and Governance Committee, appointed Martha Goldberg Aronson to the Compensation Committee and the Technology Committee.

If applicable, our Audit Committee reviews related party transactions and potential conflict of interest situations in accordance with the Audit Committee Charter and our Code of Business Conduct. We do not have a separate written policy regarding related party transactions and potential conflict of interest situations. Our Code of Business Conduct states that conflicts of interest are prohibited, except as approved by our Board of Directors. In reviewing any such transaction, our Audit Committee and Board of Directors would consider Methode’s rationale for entering into the transaction, alternatives to the transaction, whether the transaction is on terms at least as fair to Methode as would be the case were the transaction entered into with a third party and other relevant factors.

During the 20132016 fiscal year, our Board of Directors held 14fifteen meetings, and no director attended less than 75% of the aggregate of the total number of meetings of our Board and the total number of meetings held by the respective committees on which he or she served. Under our Corporate Governance Guidelines, our directors are expected to attend Board and shareholder meetings and meetings of committees on which they serve. Our directors are expected to meet as frequently as necessary to properly discharge their responsibilities.

Our independent directors hold regularly scheduled executive sessions at which only independent directors are present. Pursuant to our Corporate Governance Guidelines, our Chairman of the Board is the Presiding Director of such sessions.

Our Audit, Compensation, Nominating and Governance and Technology Committees operate pursuant to charters adopted by the Board, which are available on our website atwww.methode.com or in print upon any shareholder’s request. Our Corporate Governance Guidelines are also available on our website atwww.methode.com or in print upon any shareholder’s request.

Board Leadership Structure, Evaluations, Risk Oversight and Compensation Policy Risks

The Board of Directors has determined that having an independent director serve as Chairman of the Board is in the best interests of our shareholders. This structure provides for a greater role for the independent directors in the oversight of Methode and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board.

The Nominating and Governance Committee oversees the annual Board and committee evaluation process. Each year, our independent directors complete a written evaluation which focuses on Board practices, processes and skills, and seeks input on opportunities for improvement. To protect the directors’ anonymity and the integrity of the process, the directors send their completed evaluations directly to outside legal counsel. Legal counsel compiles the responses into a written report, which is then distributed to, and discussed by, the Nominating and Governance Committee and the full Board.

Our Board of Directors takes an active role, both as a whole and at the committee level, in overseeingoversees Methode’s risk management of Methode’s risks.practices. Our Board and committees review information regarding Methode’s market, competition and financial risks, as well as risks associated with Methode’s operations, employees and political risks encountered by Methode throughout the globe. In addition,Our Audit Committee discusses with management Methode’s major financial risk exposures and the steps management has taken to monitor and control such exposures, and reviews the process by which risk is managed and assessed. Our Audit Committee also reviews the Company’s cyber-security practices and policies. Our Compensation Committee evaluates risks arising from Methode’s compensation practices and policies. Our Nominating and Governance Committee reviews and evaluates Methode’s policies and practices with respect to risk management and risk assessment in areas such as business operations, human resources, international operations, intellectual property and information technology. The entire Board of Directors is regularly informed about those risksthe risk management policies and practices monitored by the various committees, as more fully described in this proxy statement and in each committee’s charter, through committee reports about such risks.committees. The Board of Directors also receives regular reports directly from officers responsible for the oversight ofassessing and managing particular risks within Methode.

We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on Methode. The Compensation Committee actively monitors the mix and design of the elements of executive compensation and believes that our compensation programs do not encourage management to assume excessive risks.

Nominating Process of the Nominating and Governance Committee

Our Nominating and Governance Committee is responsible for identifying and recommending to our Board of Directors individuals qualified to become directors consistent with criteria approved by our Board. In considering potential candidates for our Board, including with respect to nominations for re-election of incumbent directors, the Committee considers the potential candidate’s integrity and business ethics; strength of character, judgment and experience consistent with our needs; specific areas of expertise and leadership roles; and the ability to bring diversity to our Board. While the Nominating and Governance Committee charter and our Corporate Governance Guidelines do not prescribe diversity standards, the Committee considers diversity in the context of the Board as a whole, including whether the potential candidate brings complementary skills and viewpoints. The Committee also considers the ability of the individual to allocate the time necessary to carry out the tasks of Board membership, including membership on appropriate committees.

The Committee identifies potential nominees by asking current directors and others to notify the Committee if they become aware of persons, meeting the criteria described above, who may be available to serve on our Board. The Committee has sole authority to retain and terminate any search firm used to identify director candidates and has sole authority to approve the search firm’s fees and other retention terms. Historically, the Committee has not engaged third parties to assist in identifying and evaluating potential nominees, but would do so in those situations where particular qualifications are required to fill a vacancy and our Board’s contacts are not sufficient to identify an appropriate candidate.

The Committee will consider suggestions from our shareholders. Any recommendations received from shareholders will be evaluated in the same manner that potential nominees suggested by Board members are evaluated. Upon receiving a shareholder recommendation, the Committee will initially determine the need for additional or replacement Board members and evaluate the candidate based on the information the Committee receives with the shareholder recommendation or may otherwise acquire, and may,

in its discretion, consult with the other members of our Board. If the Committee determines that a more comprehensive evaluation is warranted, the Committee may obtain additional information about the director candidate’s background and experience, including by means of interviews with the candidate.

Our shareholders may recommend candidates at any time, but the Committee requires recommendations for election at an annual meeting of shareholders to be submitted to the Committee no later than 120 days before the first anniversary of the date of the proxy statement in connection with the previous year’s annual meeting. The Committee believes this deadline is appropriate and in the best interests of Methode and our shareholders because it ensures that the Committee has sufficient time to properly evaluate all proposed candidates. Therefore, to submit a candidate for consideration for nomination at the 20142017 annual meeting of shareholders, a shareholder must submit the recommendation, in writing, by March 28, 2014.29, 2017. The written notice must include:

·

the name, age, business address and residential address of each proposed nominee and the principal occupation or employment of each nominee;

·

the number of shares of our common stock that each nominee beneficially owns;

·

a statement that each nominee is willing to be nominated; and

·

any other information concerning each nominee that would be required under the rules of the SEC in a proxy statement soliciting proxies for the election of those nominees.

Recommendations must be sent to the Nominating and Governance Committee, Methode Electronics, Inc., 7401 West Wilson Avenue, Chicago, Illinois 60706. Information regarding the requirements to nominate a director at our 2017 Annual Meeting are set forth below under “Other Information -- Shareholder Proposals and Director Nominations.”

Communications with Directors

Our annual meeting of shareholders provides an opportunity each year for shareholders to ask questions of, or otherwise communicate directly with, members of our Board of Directors on appropriate matters. All of our directors serving at such time attended the 20122015 annual meeting. We anticipate that all of our directors will attend the 20132016 annual meeting.

In addition, interested parties may, at any time, communicate in writing with any particular director, or our independent directors as a group, by sending such written communication to the Corporate Secretary of Methode Electronics, Inc. at 7401 West Wilson Avenue, Chicago, Illinois 60706. Copies of written communications received at such address will be provided to the relevant director or the independent directors as a group unless such communications are considered, in the reasonable judgment of the Corporate Secretary, to be improper for submission to the intended recipient(s). Examples of shareholder communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to us or our business or communications that relate to other improper or irrelevant topics.

Code of Business Conduct and Ethics

Our Board of Directors has adopted a Code of Business Conduct that applies to our directors, principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions, as well as other employees. The code is available on our website atwww.methode.com or in print upon any shareholder’s request.

If we make any substantive amendments to the Code of Business Conduct or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, we will disclose the nature of such amendment or waiver on our website or in a report on Form 8-K in accordance with applicable rules and regulations.

Stock Ownership Guidelines

Our Compensation Committee considers stock ownership by directors to be an important means of linking their interests with those of our shareholders. We maintain stock ownership guidelines for our directors. All directors are expected to own stock with a value equal to at least five times the annual cash retainer paid to Methode directors. The requirements are subject to a five year phase-in period. Shares subject to unexercised stock options are not included for purposes of satisfying the guidelines.  Considering the applicable phase-in periods, allAll of our directors were in compliance with our stock ownership policyguidelines for fiscal 2013.  2016.

DIRECTOR COMPENSATION

We use a combination of cash and common stock to compensate our non-employee directors. Directors who are also our full-time employees are not paid for their services as directors or for attendance at meetings.

For the fiscal year ended April 27, 2013,30, 2016, our non-employee directors received an annual cash retainer of $35,000$44,000 and an attendance fee of $1,000 for allper committee meetingsmeeting and for each board meeting other than the regularly scheduled quarterly meetings. In addition, in September 2015, the Compensation Committee, upon the recommendation of the Nominating and Governance Committee, granted each non-employee director serving at such time a stock award for 3,000 shares of common stock. Our Chairman of the Board and the ChairmanChair of each of our board committees received supplemental annual retainers in the following amounts: Chairman of the Board, $25,000; Chairman$30,000; Chair of each of the Audit Committee and the Compensation Committee, $20,000;$24,000; and ChairmanChair of each of the Nominating and Governance Committee $10,000.  Each Co-Chairman of ourand the Technology Committee, received an annual retainer of $5,000.$12,000. In addition, members of our Audit Committee and Compensation Committee (other than the Chair) received an additional annual retainer of $10,000. Pursuant to our Deferred Compensation Plan, our directors may elect to defer up to 100% of their retainers and attendance fees per year. Additional information regarding the Deferred Compensation Plan is described under “Executive Compensation Tables — Nonqualified Deferred Compensation,” below.

The following table sets forth certain information regarding compensation earned by our non-employee directors during the fiscal year ended April 27, 2013.30, 2016.

SECURITY OWNERSHIP

Five Percent Shareholders

The following table sets forth information regarding all persons known by Methode to be the beneficial owners of more than 5% of Methode’s common stock as of July 17, 2013 (except as set forth in the relevant footnotes).18, 2016.

Directors and Executive Officers

The following table sets forth information regarding our common stock beneficially owned as of July 17, 201318, 2016 by (i) each director and nominee, (ii) each of the named executive officers, and (iii) all current directors and executive officers as a group.

PROPOSAL ONE:ONE
ELECTION OF DIRECTORS

A Board of ten directors will be elected at the annual meeting. Each director will hold office until the next annual meeting of shareholders and until his or her successor is elected and qualified. All of the nominees listed below currently serve as directors. All of the nominees were recommended unanimously to our Board of Directors by our Nominating and Governance Committee and were nominated by our Board of Directors. If any of these nominees is not a candidate for election at the annual meeting, an event which our Board of Directors does not anticipate, the proxies will be voted for a substitute nominee recommended to our Board of Directors by our Nominating and Governance Committee and nominated by our Board of Directors.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE FOLLOWING NOMINEES.

Dr. Darren M. Dawson
Leroy C. and Aileen H. Paslay Dean,
College of Engineering,  
Kansas State University
Director since 2004  
Age 53  

Dr. Dawson has served as the Dean of the College of Engineering of Kansas State University since July 1, 2014. Prior thereto, Dr. Dawson served as a Professor in the Electrical and Computer Engineering Department at Clemson University, where he held various professor positions since 1990. His research interests include nonlinear control techniques for mechatronic systems, robotic manipulator systems and vision-based systems. Dr. Dawson’s work has been recognized by several awards, including the Clemson University Centennial Professorship in 2000. Dr. Dawson’s academic and technical background has provided the basis for continued contributions to the Board’s operations and deliberations.

Dr. Dawson currently serves as a Professor in the Electrical and Computer Engineering Department at Clemson University, where he has held various professor positions since 1990.  Dr. Dawson leads the Robotics and Mechatronics Laboratory, which is jointly operated by the Electrical and Mechanical Departments.  His research interests include nonlinear control techniques for mechatronic systems, robotic manipulator systems and vision-based systems.  Dr. Dawson’s work has been recognized by several awards, including the Clemson University Centennial Professorship in 2000.  Dr. Dawson’s academic and technical background has provided the basis for continued contributions to the Board’s operations and deliberations.

PROPOSAL TWO:TWO
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board of Directors is directly responsible for the appointment, termination, compensation, evaluation and oversight of our independent registered public accounting firm. Our Audit Committee has selected Ernst & Young to serve as our independent registered public accounting firm for the fiscal year ending May 3, 2014,April 29, 2017, subject to ratification of the selection by our shareholders. Ernst & Young has served as our independent registered public accounting firm for many years and is considered to be well qualified.  We entered into an engagement agreement with Ernst & Young for its fiscal 2013 services, which, among other things, contains contractual provisions that subject us to alternative dispute resolution procedures and exclude punitive damages from any monetary award.  It is anticipated that the services performed by Ernst & Young for fiscal 2014 will be subject to a similar engagement agreement.

Representatives of Ernst & Young will be present at the annual meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions.

If our shareholders do not ratify the selection of Ernst & Young, our Audit Committee will reconsider the selection. Even if the selection is ratified, our Audit Committee may select a different independent registered public accounting firm at any time during the year if it determines that a change would be in the best interests of Methode and our shareholders.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF OUR AUDIT COMMITTEE’S SELECTION OF ERNST & YOUNG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL THREE:

proposal THREE
ADVISORYadvisorY APPROVAL OF METHODE’S EXECUTIVE COMPENSATIONexecutive compensation

Section 14A of the Securities Exchange Act of 1934 requires that we provide our shareholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s compensation disclosure rules.

As described under “Executive Compensation – Compensation Discussion and Analysis,” we seek to align the interests of our executives with the interests of our shareholders and reward performance.

The advisory vote on this resolution is not intended to address any specific element of compensation, but rather the overall compensation of our named executive officers as disclosed in this proxy statement. The vote is advisory, which means that the vote is not binding on Methode, our Board of Directors or our Compensation Committee. Although this vote is nonbinding, our Board of Directors and our Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making decisions concerning executive compensation.

Shareholders may vote for or against the following resolution, or may abstain from voting. The affirmative vote of a majority of the shares present or represented at the annual meeting and entitled to vote is required to approve the proposed resolution.

We ask our shareholders to approve the following resolution:

“RESOLVED, that the compensation of Methode’s named executive officers, as disclosed in Methode’s Proxy Statement for the 20132016 Annual Meeting of Shareholders pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure, is hereby approved.”

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE

Our Board of Directors recommends a vote “FOR” THE APPROVAL OF THEthe approval of the FOREGOING RESOLUTION.

AUDIT COMMITTEE MATTERS

Report of the Audit Committee

The Audit Committee oversees our financial reporting process on behalf of our Board of Directors. Our management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. Our Board has determined that each member of our Audit Committee meets the requirements as to independence, experience and expertise established by the New York Stock Exchange. In addition, ourOur Board has determined thatdesignated Mr. Skatoff, is anMs. Goossen and Mr. Shelton as audit committee financial expertexperts as defined by the SEC. In fulfilling its oversight responsibilities, our Audit Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the year ended April 27, 201330, 2016 with management, including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements.

Our Audit Committee reviewed and discussed with our independent registered public accounting firm, Ernst & Young, which is responsible for expressing an opinion on the conformity of the audited financial statements with U.S. generally accepted accounting principles, the firm’s judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed under the standards of the Public Company Accounting Oversight Board (United States).

The Committee has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young’s communications with the Committee concerning independence, and has discussed with Ernst & Young the firm’s independence from management and Methode and considered the compatibility of nonaudit services with the firm’s independence.

Our Audit Committee discussed with our internal auditors and Ernst & Young the overall scope and plans for their respective audits. Our Audit Committee met with the internal auditors and Ernst & Young, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting. The Committee also discussed with Ernst & Young the matters required to be discussed by the Statement on Auditing StandardsStandard No. 61, as amended and as adopted by the16, Communications with Audit Committees - Public Company Accounting Oversight Board in Rule 3200T.Board.

In reliance on the reviews and discussions referred to above, the Committee recommended to our Board of Directors (and our Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended April 27, 201330, 2016 filed with the SEC.

AUDIT COMMITTEE

Walter J. Aspatore
Stephen F. Gates

Isabelle C. Goossen

Paul G. Shelton

Auditing and Related Fees

Our Audit Committee engaged Ernst & Young to examine our consolidated financial statements for the fiscal year ended April 27, 2013.30, 2016. Fees paid to Ernst & Young for services performed during the 20132016 and 20122015 fiscal years were as follows:

Pre-Approval Policy

Our Audit Committee is responsible for reviewing and pre-approving all audit and non-audit services provided by Ernst & Young and shall not engage Ernst & Young to perform non-audit services proscribed by law or regulation. In fiscal 2013,2016, 100% of audit and non-audit services were approved by the Audit Committee.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis describes the key elements of our executive compensation program, including an analysis of compensation awarded to, earned by or paid to our named executive officers in fiscal 2013.2016. For fiscal 2013,2016, our named executive officers included Donald Duda, Chief Executive Officer; Douglas Koman, Chief Financial Officer; Thomas Reynolds, Chief Operating Officer;Joseph E. Khoury, Senior Vice President; Theodore P. Kill, Vice President, Worldwide Sales; and Timothy Glandon, Vice President and General Manager, North American Operations; and Theodore Kill, Vice President, Global Sales.President. Mr. Koman retired as our Chief Executive Officer as of July 25, 2016.

Executive Summary

Our Compensation Committee strives to reward performance andprovide compensation programs that align our executives’ interests with those of our shareholders.  Forshareholders, and appropriately reward our executives for performance against annual and multi-year objectives. The Company’s fiscal 2013,2016 revenue, income from operations and net income were the principal elementssecond highest in our Company’s history.

Following the completion of our executive compensationthe five-year, long-term incentive program included salary, a performance-based annual cash bonus, stock options, limited perquisites and welfare benefits.  

Inwhich concluded as of the end of fiscal 2015 (the “Fiscal 2011 ourLTI Program”), the Compensation Committee adopted a new five-year, equity award program.  Thislong-term incentive program continuesin October 2015 (the “Fiscal 2016 LTI Program”). A key consideration of the Compensation Committee in developing the Fiscal 2016 LTI Program was the success of the Fiscal 2011 LTI Program. During the five-year period of the Fiscal 2011 LTI Program, revenues grew at an annualized rate of 18.5%, which supported annualized pre-tax profit growth and diluted earnings per share growth of 73.0% and 47.5%, respectively. In addition, we realized strong annualized total shareholder return of 34.0% during the period. During this period, our industry-leading performance reflected the introduction of numerous new products and technologies, the benefits of selective licensing and other business arrangements, the expansion of lower-cost manufacturing facilities and further vertical integration. The Fiscal 2016 LTI Program is intended to serve ascontinue creating value for our shareholders using a key componentlong-term program that aligns pay with performance and includes a strong retention feature.

The Fiscal 2016 LTI Program consists of our executive compensation program.  This five-year program includesa mix of 60% performance-based restricted stock awards (“RSAs”), at target performance, and 40% time-based restricted stock units (“RSUs”). The Compensation Committee expects the Fiscal 2016 LTI Program to cover all long-term incentive grants to the participants through the end of fiscal 2020 (i.e., five fiscal years). The number of RSAs earned will be based on the achievement of established goals for the Company’s earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) for fiscal 2020. The EBITDA performance goals under the Fiscal 2016 LTI Program were designed to align with the Company’s targeted annual growth rate for EBITDA of 9% to 10% for the period. The RSUs are subject to a five-year vesting period based on continued service with no RSUs vesting prior to the end of fiscal 2018. See “Fiscal 2016 Long-Term Incentive Program” below for additional information regarding this program.

In addition to our Fiscal 2016 LTI Program, the fiscal 2016 compensation program for our named executive officers included a base salary and performance-based tandem cash awards (“Tandem Cash Awards”).   The vesting of the RSAs and the Tandem Cash Awards will depend on our fiscal 2015 performance.  The time-based RSUs vest annually through fiscal 2015.  Details regarding these awards, including the threshold and target levels of performance under the RSA and Tandem Cash Awards, are set forth below.  (See “Elements of Compensation -- Equity Awards – Fiscal 2011 Five-Year Equity Award Program”).  

In July 2012, after considering the report of The Delves Group, an executive compensation consulting firm, and the 2011 say-on-pay results, our Compensation Committee reviewed our executive compensation program and made certain key decisions regarding fiscal 2013 compensation,annual bonus as described below.

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The Compensation Committee decided not to increase our Chief Executive Officer’s salary for fiscal 2013.  The Compensation Committee increased the salaries of our other named executive officers by five percent.

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The Compensation Committee set fiscal 2013 annual performance-based cash bonus awards.  For our Chief Executive Officer, the amount payable pursuant to this award at the target level of performance was increased from 67% of salary to 100% of salary.  For Messrs. Koman, Glandon and Reynolds, the amount payable at the target level of performance was increased to 66% of salary and for Mr. Kill, the amount payable was increased to 60% of salary.

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For all of our named executive officers, the fiscal 2013 annual performance-based cash bonus awards included as one of the performance elements a pre-tax income measure (as adjusted for certain litigation expenses and/or settlement amounts).  Based on our fiscal 2013 performance, none of our named executive officers earned the portion of their performance-based annual bonus based on pre-tax adjusted income.

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Our Compensation Committee granted awards of stock options to our named executive officers.  As contemplated by our five-year equity award program, the number of options granted to each named executive officer equaled the number of options granted to such executive officer in each of fiscal 2011 and 2012.

In June and July of 2013, our Compensation Committee reviewed our executive compensation program after considering the report of our executive compensation consulting firm, and made certain key decisions regarding fiscal 2014 compensation, as described below.

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The Compensation Committee considered our Chief Executive Officer’s salary for fiscal 2014 in light of the fact that he had not received a salary increase in eight years and his salary was 16% lower than the median salary level reflected in our compensation consultant’s report.  The Compensation Committee also noted that the Company’s revenues increased 11.8% from fiscal 2012 to 2013 and that the Company expects revenue to increase an additional 21% to 27% in fiscal 2014.  Based on these considerations, the Compensation Committee increased our Chief Executive Officer’s salary for fiscal 2014 by 16%.  The Compensation Committee also considered the salaries of our other named executive officers for fiscal 2014, and noted that the majority of such officers had not received a salary increase for five years before last year’s increase and were also below median salary levels reflected in our compensation consultant’s report.  The Compensation Committee increased the salaries of our other named executive officers as follows: Mr. Koman and Mr. Kill, 16%; Mr. Glandon, 3%; and Mr. Reynolds, 23%.

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The Compensation Committee made fiscal 2014 annual performance-based cash bonus awards.  For our Chief Executive Officer, the amount payable pursuant to this award at the target level of performance remains at 100% of salary.  For Messrs. Koman, Glandon and Reynolds, the amount payable at the target level of performance remained at 66% of salary and for Mr. Kill, at 60% of salary.

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For all of our named executive officers, the fiscal 2014 annual performance-based cash bonus award includes as one of the performance elements a pre-tax income measure (as adjusted for fluctuations in variable compensation expense related to Methode’s stock price).  The fiscal 2014 target level of performance exceeds fiscal 2013 actual performance (adjusted for a legal settlement) by approximately 140%.  

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Our Compensation Committee granted awards of stock options to our named executive officers.  As contemplated by our five-year equity award program, the number of options granted to each named executive officer equaled the number of options granted to such executive officer in fiscal 2011, 2012 and 2013.

Our executive compensation program contains the following components and features that are designed to align the interests of our named executive officers with our shareholders’ interests.  For example,and shareholders.

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Our executives do not participate in pension plans or receive other post-retirement benefits, nor do they generally have employment or severance agreements (other than in connection with a change in control).

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	●	No excessive post-termination benefits: Our executives do not participate in pension plans or receive other post-retirement benefits, nor do they generally have employment or severance agreements (other than in connection with a change of control).
	●	No “single trigger” change of control benefits: We maintain “double-trigger” change of control agreements, and the executives are only entitled to a severance payment if an executive is terminated without cause or an executive terminates for good reason subsequent to a change of control agreements and the executives are only entitled to a severance payment following termination of employment for good reason or without cause subsequent to a change in control. · Our outstanding long-term incentive awards are composed of performance-based RSAs and Tandem Cash Awards, RSUs and stock options. · Our annual bonuses are performance based, and none of our named executive officers received a discretionary bonus in fiscal 2013. · We disclose the performance measures for our fiscal 2011 RSAs and Tandem Cash Awards and our fiscal 2013 performance-based annual bonuses in this Compensation Discussion and Analysis.    · The Compensation Committee annually engages a compensation consultant to review the competitiveness and effectiveness of our executive compensation program. · We require all of our executive officers to hold substantial amounts of our common stock.  In addition, shares of common stock underlying the RSUs will not be delivered to the executive until the earlier of the executive’s termination of employment or a change in control of Methode. · In the event we are required to restate our financial statements due to material noncompliance, our Incentive Compensation Recoupment Policy permits us to recover from our current or former executive officers certain amounts of incentive-based compensation paid within the prior three years. · Our Insider Trading Policy prohibits our directors, executive officers and certain key employees from engaging in certain transactions involving our common stock, including options trading, short sales, derivative transactions and hedging transactions.  In addition, these directors, executive officers and key employees are prohibited from holding our common stock in a margin account or otherwise pledging our common stock as collateral for a loan. · In certain circumstances, our named executive officers are entitled to a gross-up payment in connection with a change in control. The right to any such gross-up payment expires with respect to any change in control occurring on or after May 1, 2015. In addition, awards under our Fiscal 2016 LTI Program do not automatically vest upon a change in control.
	●	No excise tax gross ups: We do not provide for gross-up payments for excise taxes our executive officers may incur in connection with a change of control.
	●	Robust performance-based incentives: In general, a significant amount of each of our named executive officer’s compensation is variable compensation and “at risk” for non-payment if we fail or the executive fails to meet performance targets. Consistent with our pay-for-performance philosophy, approximately 49.6% of our Chief Executive Officer’s fiscal 2016 compensation is composed of performance-based compensation, consisting of one-fifth of the grant date fair value of the fiscal 2016 performance-based RSAs (at target performance), and the annual performance-based cash bonus.
	●	Disclosure of performance measures: We disclose the performance measures for the RSAs awarded pursuant to the Fiscal 2016 LTI Program and our fiscal 2016 performance-based annual bonuses in this Compensation Discussion and Analysis.
	●	Equity compensation best practices: Our 2014 Omnibus Incentive Plan contains certain restrictions that reflect sound corporate governance principles, including the following:

As noted above, a significant amount of our named executive officers’ compensation is “at risk” for non-payment if we fail or the executive fails to meet performance targets. Consistent with our pay-for-performance philosophy, approximately 51% of our Chief Executive Officer’s fiscal 2013 compensation is composed of performance-based compensation, consisting of RSAs, Tandem Cash Awards, options and an annual cash performance bonus.

The following charts illustrate the components of fiscal 20132016 compensation for our Chief Executive Officer and for our other named executive officers.*

Chief Executive Officer

NOTE: The percentages in these charts are based on values that differ from those disclosed in the Summary Compensation Table.  For purposes of the comparisons set forth in these charts and in consideration of the purpose and structure of our fiscal 2011 five-year equity award program, we

Other Named Executive Officers

*We have included one-fifth of the grant date fair value of the fiscal 2011 RSAperformance-based RSAs (at target performance) and RSU awardsRSUs as reflected in the Alternative Summary Compensation Table on page 33 as a component of fiscal 20132016 compensation.  In addition, we have included one-fifth of the value of the Tandem Cash Awards, valued based on the grant date fair value of the RSAs.  In valuing the RSAs and the Tandem Cash Awards, we have assumed that the maximum performance level for each will be achieved.  The components of “Other” compensation are described in footnote 5 to the Summary Compensation Table.

We encourage you to read this Compensation Discussion and Analysis for a detailed discussion and analysis of our executive compensation program.

Objectives and Measurement Principles

Our executive compensation program supports our objective of enhancing shareholder value through a competitive program that attracts and retains high-quality talent and rewards executives for demonstrating strong leadership and delivering results. Our executive compensation program is designed to:

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Provide executives with a competitive pay arrangement.

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Link short-term cash incentive pay to achievement of individual and company objectives.

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Link long-term equity and cash incentive pay to achievement of company objectives.

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Align executive interests with shareholder interests by providing for capital accumulation through awards of RSAs, RSUs and stock options and encourage  significant ownership of our common stock by our executive officers.

Our Compensation Process

Our Overall Process.Our Compensation Committee is comprised entirely of independent directors and meets as often as necessary to perform its duties. In fiscal 2013,2016, our Compensation Committee met three8 times. Our Compensation Committee typically meets with Donald Duda, Chief Executive Officer, and, where appropriate, Douglas Koman, Chief Financial Officer.

Our Compensation Committee annually engages a compensation consultant to review the competitiveness and effectiveness of our executive compensation program and annually reviews tally sheet data summarizingsummaries of our named executive officers’ compensation. Our Compensation Committee also annually reviews company performance relative to peers and market indices.survey data.

Our Chief Executive Officer’s compensation is determined by our Compensation Committee. Management does not make recommendations to our Compensation Committee regarding compensation elements with respect to Mr. Duda’s compensation. For named executive officers other than Mr. Duda, compensation packages are developed and recommended by Mr. Duda, in consultation with Mr. Koman, and based on guidelines provided by our Compensation Committee. Our Compensation Committee determines whether to approve these recommendations, subject to any modifications that it may deem appropriate.

Role of Compensation Consultant. The Delves Group served asSince 2013, Frederic W. Cook & Co., Inc. (“FWC”) has provided independent executive compensation consulting services to the Compensation Committee’s independent compensation consultant in connection with settingCommittee. FWC is retained by and reports to the Compensation Committee. During fiscal 2013 compensation.  In July 2013, The Delves Group was acquired by Towers Watson & Co., a global professional services company.  In fiscal 2013, The Delves Group2016, FWC provided analysis and advice on the total direct compensation of our executive officers.  The Delves Group benchmarked our executive compensation program using survey data as well as data from a selected group of comparable companies.  following services:

In March and June, 2013,

The Compensation Committee reviewed information provided by The Delves GroupFWC addressing the independence of The Delves GroupFWC and the representatives serving the Committee. Based on this information, the Compensation Committee concluded that the work performed by The Delves GroupFWC and its representatives involved in the engagement did not raise any conflict of interest and that The Delves GroupFWC and such representatives are independent from Methodethe Company’s management.

Consideration of 20122015 Say-on-Pay Vote Results. At our 20122015 annual meeting, our shareholders approved our fiscal 20122015 executive compensation, with approximately 98% of voted shares cast in favor of the say-on-pay resolution. Our Compensation Committee considered the results of the 20122015 say-on-pay vote along with other factors when making executive compensation decisions.  In light of the long-term focus of our executive compensation program and the Compensation Committee’s satisfaction with the program, the Compensation Committee maintained our executive compensation program with the modifications described above.

Market Benchmarking and Positioning of Fiscal 2016 Executive Compensation

We strive to provide compensation opportunities that are market competitive. In order to assist the Compensation Committee achievein achieving this objective The Delves Groupfor fiscal 2016, FWC was retained to conduct a review of our executive compensation peer group and benchmark our executive compensation program using a custom peer group and third-party survey data as well as data from a selected group of comparable companies, which we refer to as the peer group.data. The Compensation Committee considers this benchmarking information in reviewing each element of our compensation program.

After considering the advice of FWC, the Compensation Committee adopted a new peer group to be used in executive compensation benchmarking for fiscal 2016 pay decisions. The peer group was changed in light of the Company’s significant growth over the prior two years. Based on the advice of FWC, the Compensation Committee approved using the fiscal 2015 peer group for fiscal 2016, subject to a few modifications. One former peer company, Measurement Specialties, was eliminated since it had been acquired and another former peer company, Powell Industries, was eliminated since it no longer satisfied the Compensation Committee’s criteria for the peer group as summarized below. Two new peer companies, OSI Systems and TTM Technologies, were added which satisfy the relevant criteria.

The peer group used for benchmarking purposes is updated periodically andin fiscal 2016 was selected using the following criteria:

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Size as measured by revenue – we generally target companies with revenue not less than half nor more than two times our annual revenue.

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Similar-type businesses – we generally target companies that are multinational and engage in businesses with similar technology, products and markets.

In assessing the financial performance of these peer companies, our Compensation Committee considers revenue growth, net profit margins, return on equity and total shareholder return.

For compensation decisions affecting fiscal 20132016 compensation, the peer group included the following companies: Bel Fuse, Inc., CTS Corporation, Franklin Electric Company, Inc., Gentex Corporation, IPG Photonics Corporation, Littelfuse, Inc., Powell Industries, Inc., Pulse Electronics Corporation, Richardson Electronics Ltd., Rogers Corporation, Semtech Corporation, SL Industries, Inc., Standard Motor Products, Inc., and Stoneridge, Inc.  

In benchmarking our compensation program The Delves Group alsofor fiscal 2016, the Compensation Committee reviewed a 2011 General Industry Survey/Regression Analysisinformation compiled by FWC from the following third-party executive pay surveys: (i) 2014 Mercer Executive Benchmark; (ii) 2014 Hewitt Total Compensation Management; (iii) 2014 Towers Watson U.S. Compensation Data Bank; and a 2011 Economic Research Institute Salary Assessor.(iv) 2014 Towers Watson Top Management.

As a general policy, we targettargeted fiscal 2016 executive officer total direct compensation (base salary,(salary, annual cash bonus and long-term incentive compensation) for our named executive officersand each component thereof in the 50th to 75th percentile.percentile range of competitive practice, which aligned with the Company’s relative positioning in terms of revenues, net income and market capitalization versus its peer group. In making benchmarking determinations for fiscal 2016 compensation, the Compensation Committee assumed that each executive would achieve the target level of performance under all performance-based awards. In addition, in valuing the fiscal 20112016 RSA and RSU awards, the Compensation Committee reviewedassumed each executive would achieve the purposetarget level of performance under the RSAs and structureincluded one-fifth of the five-year equity award program and decided it was appropriate to include one-fifth of thegrant date fair value of these shares in these comparative calculations for each ofsince the Fiscal 2016 LTI Program is intended to cover all long-term incentive grants to the participants through fiscal 2011, 2013, 2013, 2014 and 2015.2020.

In setting each compensation component for each namedour executive officer, ourofficers, the Compensation Committee also reviews historical compensation levels,considered the competitive market data, together with other relevant factors, including the individual performance and experience of each executive, retention issues, internal pay equity and consistency factors,issues, the Company’s performance, expected future contributions of each executive, historical compensation levels, tenure and industry conditions. These and other factors may affect whether total payone or more of the compensation components for eachany of our named executive officers falls withinoutside of the benchmark range. In addition, the total direct compensation, annual cash bonus and long-term incentive compensation for one or more of our named executive officers could be above or below thethis target levelsrange depending on the amounts earned under the performance-based awards.  As a general policy, we structure the executive compensation program so that approximately 45% to 65% of total direct compensation is in the form of cash.

Consistent with our pay-for-performance philosophy, our executive compensation program is generally structured so that a significant amount of each of our named executive officers’ compensation is variable compensation and “at risk” for non-payment if we fail or the executive fails to meet performance targets.  The proportion

Components of compensation that is at risk increases with the executive’s level of responsibility.Fiscal 2016 Compensation

Elements of Compensation

Base Salary. Our Compensation Committee establishes base salaries on an annual basis, taking into account the guideline benchmark target, levels of responsibility, prior experience and breadth of knowledge, potential for advancement, recent promotions, past performance, internal equity issues and external pay practices. In general, we target annual base salariessetting fiscal 2016 salary levels, the Compensation Committee reviewed advice from FWC regarding market practices and considered Mr. Duda’s recommendations for our named executive officers at the 50th percentile among companies in our peer group and comparable companies within the applicable compensation surveys and databases.  In June 2012, after considering the benchmarking information provided by The Delves Group,other than himself.

After deliberation, the Compensation Committee decided not to increase our Chief Executive Officer’sMr. Duda’s and Mr. Koman’s salary for fiscal 2013.by 3.0%, to increase Mr. Khoury’s salary by 7.0% and to increase Mr. Kill’s salary by 5.0%. The Compensation Committee increaseddecided to maintain Mr. Glandon’s salary at the same level for fiscal 2013 salaries of our other named executive officers by five percent.  2016 as fiscal 2015.

Annual Performance-Based Bonuses. In July 2012,2015, our Compensation Committee established fiscal 2016 annual performance-based cash bonus awardsopportunities for all executive officers.  These awards were made pursuant tocertain of our 2010 Cash Incentive Plan. In general, we target annual bonuses for our named executive officers inafter considering the 50th to 75th percentile range among companies in our peer groupguideline benchmark target, the individual performance and comparable companies within the applicable compensation surveysexperience of each executive, retention issues, internal pay equity and databases.industry conditions. The Compensation Committee reviewed advice from FWC regarding market practices and considered Mr. Duda’s recommendations for officers other than himself. In setting the performance measures, our Compensation Committee considered, among other matters, past performance, the fiscal 20132016 operating budget, Methode’s strategic plan, product development matters and general economic conditions and Methode’s strategic plan.  After considering the benchmarking information provided byconditions. The Delves Group, the Compensation Committee increaseddetermined that 70% of the annual performance-based cash bonus for Messrs. Duda, Koman and Khoury would continue to be based on a pre-tax income measure (as adjusted for acquisitions and related expenses and divestitures and related gains/losses and expenses) and 30% based on sales objectives and/or individual objectives. For Mr. Kill, the pre-tax income measure represents 30% of the annual performance-based cash bonus and 70% is tied to sales objectives. The maximum amount payable with respect to our Chief Executive Officerthe pre-tax income measure was set at the target level200% of performance from 67% of salary to 100% of salary.  For Messrs. Koman, Glandon and Reynolds, the amount payable at the target level of performance was increasedin order to 66% of salary and foralign the award with competitive practice among the peer group. After considering Mr. Kill,Glandon’s transition to a new role within the amount payable was increased to 60% of salary.

For fiscal 2013,Company, the Compensation Committee selected a performance measure tieddecided not to pre-tax income (as adjustedaward him an annual performance-based bonus for certain litigation expenses and/or settlement amounts).  For Messrs. Duda, Glandon and Reynolds, this performance measure represented 70% of the target bonus.  For Mr. Koman and Mr. Kill, the net income measure represented 50% and 30%, respectively, of the target bonus.  Based on our fiscal 2013 performance, none of our named executive officers earned the portion of their performance-based annual bonus based on pre-tax adjusted income.  2016.

For all of our named executive officers other than Mr. Koman, the other performance measure required an increase in new business sales.  Based on our fiscal 2013 performance, these named executive officers earned the portion of their bonus based on the increase in sales.  Mr. Koman’s other performance measures included measures specific to his area of responsibility as described below.  Mr. Koman earned the portion of his bonus based on these measures.

Set forth below is an outline of the annual performance-based cash bonus awards awarded for fiscal 20132016 performance, including the maximum bonus, the relevant performance measures and the bonus paid.

*     Payouts are prorated for performance falling between established performance objectives.

Discretionary Cash Bonus.  From time to time, our Compensation Committee awards discretionary cash bonuses to the executive officers for exceptional or unusual performance.  Historically, such discretionary cash bonuses have been granted in connection with significant involvement in the negotiation, due diligence and integration of an acquired business, the development of a new product line or the recruitment of a significant new customer.  In fiscal 2013, none of our named executive officers were awarded a discretionary cash bonus.

Equity Awards – Fiscal 2013.  As contemplated by our five-year equity award program, stock options were the only equity awards made to our named executive officers in fiscal 2013.  The exercise price for the options is $8.64, the closing price on the grant date, and the options vest one-third upon each of the first, second and third anniversaries of the grant date.  The number of options granted to each named executive officer equaled the number of options granted to such executive officer in each of fiscal 2011 and 2012.  Our Compensation Committee believes that equity-based compensation is one of the most effective means of ensuring that our executive officers have a continuing stake in our long-term success.  In general, we target equity awards for our named executive officers near the 75th percentile among companies in our peer group and comparable companies within the applicable compensation surveys and databases.

Equity Awards – Five-Year Equity Award Program Launched in Fiscal 2011.  In fiscal 2011, our Compensation Committee adopted a five-year equity award program composed of performance-based RSAs, annual stock option awards, time-based RSUs, and a Tandem Cash Award.In valuing the fiscal 2011 RSA and RSU awards for benchmarking purposes, the Compensation Committee reviewed the purpose and structure of the five-year equity award program and decided it was appropriate to include one-fifth of the value of these shares for this purpose.  As the termination date for this program approaches, the Compensation Committee will begin to consider programs or structures for future equity awards.

Set forth below is a table and discussion outlining the fiscal 2011 awards:

Performance-Based RSAs.  The number of RSAs that will vest depends on Methode’sinternal enterprise value at the end of fiscal 2015 (“2015 IEV”). For this purpose, 2015 IEV equals the product of (i) fiscal 2015 EBITDA and (ii) 7.5 (the historic multiple of EBITDA), subject to adjustment for cash, short-term investments, debt, preferred stock, certain equity issuances, certain acquisitions and changes in the dividend rate.  The awards reflect a threshold 2015 IEV of $429.9 million (the “Threshold”) and a target 2015 IEV of $600.9 million (the “Target”).  The following chart sets forth the portion of the RSAs that will vest based on 2015 IEV.

Dividends will not be paid on the RSAs until the shares have vested.  At such time as the shares vest, the executive is entitled to a payment based on the dividends declared during the restricted period and the number of shares earned.

In the event of an executive’s termination of employment due to death, disability or qualified retirement prior to the end of fiscal 2015, vesting will be determined based on fiscal 2015 performance, subject to proration based on the date of termination. In the event of a change of control, the RSAs are subject to vesting as described below.

In structuring these RSAs, the Compensation Committee recognized that many of Methode’s products require design-in and have long lead times before related sales and profits are realized (frequently as long as 3-5 years).  The Compensation Committee established the performance hurdles for these RSAs based on its review of management’s five-year projections.  For each executive, the RSAs granted represent approximately 40% of the shares that would have been awarded over a five-year period based on historical practices.

RSA Tandem Cash Awards.  In connection with the grant of the fiscal 2011 RSAs, the Compensation Committee granted Tandem Cash Awards to our management team. The amount payable will depend on three factors: (i) 2015 IEV; (ii) the number of RSAs awarded to the executive (the “RSA Number”); and (iii) the closing price of our common stock as of May 1, 2015 (the “Stock Price”).  The performance threshold is 2015 IEV of $600.9 million (the “Tandem Cash Threshold”) and the performance target is 2015 IEV of $726.5 million (the “Tandem Cash Target”).

The following chart sets forth the amounts payable based on 2015 IEV.

No dividends will be paid with respect to the Tandem Cash Awards.  In the event of an executive’s termination of employment due to death, disability or qualified retirement, payment will be accelerated or made under the Tandem Cash Awards in the same manner as described above for the RSA awards.  In the event of a change of control, payment under the Tandem Cash Awards is described below.

RSUs.  The RSUs will vest 20% each year on the last day of Methode’s fiscal year and be 100% vested on the last day of fiscal 2015, provided the executive remains employed.  In order to best align the interests of management with our shareholders, shares of common stock will not be delivered to the executive until the earlier of the executive’s termination of employment or a change of control of Methode and the executive is not permitted to dispose of these RSUs prior to such event.  Dividends will not be paid on the RSUs until the units have vested.  Following vesting and until the delivery of the underlying common stock, each executive is entitled to a quarterly payment in an amount equal to the aggregate per share cash dividend paid during the quarter multiplied by the number of vested RSUs held by the executive.  For each executive, these RSUs represent approximately 20% of the shares that would have been awarded over a five-year period based on historical practices.  The Compensation Committee believes that these RSUs serve as a valuable retention vehicle.

Stock Options.  These options vest one-third upon each of the first, second and third anniversaries of the grant date.  The same number of options were granted to each named executive officer in fiscal 2013 as in each of fiscal 2011 and 2012.  It is currently anticipated that the Compensation Committee will grant the same number of options to each executive in fiscal 2014 and 2015.  For each executive, the aggregate number of options expected to be awarded from fiscal 2011 through fiscal 2015 represents approximately 40% of the shares that would have been awarded over a five-year period based on historical practices.

Change of Control – Impact on Equity Awards.  In the event of a change of control, the number of RSAs that vest and the amount payable under the RSA Tandem Cash Awards will depend on Methode’sexternal enterprise value as of the date of the change of control (the “EEV”).  For this purpose, EEV shall equal the fair market value of Methode as determined by the bona fide offer for the purchase of Methode’s common stock in the proposed change of control transaction.  The following chart sets forth the portion of the RSAs that will vest based on EEV.

The following chart sets forth the amounts payable under the RSA Tandem Cash Awards in connection with a change of control based on EEV.  For this purpose, the stock price equals the common stock per share consideration paid in connection with the change of control.

In the event of a change of control, all unvested RSUs and stock options will become immediately and fully vested.

Other Benefits and Perquisites. ExecutiveOur U.S.-based executive officers are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life, disability and, as applicable, our 401(k) savings plan (with a company contribution equal to three percent (3%) of salary, subject to certain limitations), in each case, on the same basis as our other employees, subject to applicable law.employees. Our U.S.-based executive officers are also provided deferred compensation opportunities through a non-qualified Deferred Compensation Plan. We have never contributed any amounts to the Deferred Compensation Plan on behalf of any of the named executive officers. For a description of the Deferred Compensation Plan, please see “Executive Compensation Tables — Nonqualified Deferred Compensation,” below. In addition, a few perquisites are provided to the named executive officers. Perquisites include a company car allowance, professional association dues and provision for an annual physical exam.

Change inof Control PaymentsArrangements. We have entered into change inof control agreements with all of our named executive officers.officers, other than Mr. Khoury, that provide certain benefits upon termination in connection with a change of control event. As a Lebanese resident, Mr. Khoury is entitled certain payments in the event of his termination under the Lebanese Labor Laws. These change of control agreements are designed to promote stability and continuity of senior management if a change of control event were to occur, both of which are in the best interest of Methode and our shareholders. In the event the payments to be received by the executive officer in connection with a change in control occurring before May 1, 2015 exceed the tax code safe harbor by at least 25%, theOur executives are entitled to a gross-up

payment to provide the executive officer with an amount, on an after-tax basis, equal to any excise taxes payable by the executive officer under the tax laws in connection with such change in control payments.  In the event these payments exceed the tax code safe harbor by less than 25%, the amount to be paid to the executive will be equal to the maximum amount allowed under the tax code safe harbor.  In the event of a change in control occurring on or after May 1, 2015, the executives are no longernot entitled to a gross-up payment.payment for excise taxes under our change of control agreements. In addition, our change of control agreements are “double trigger” whereby the executives are only entitled to a severance payment if an executive is terminated without cause or an executive terminates for good reason subsequent to a change of control. Our change inof control provisions for the named executive officers are summarized below under “Potential“Executive Compensation − Potential Payments Upon Termination or Change of Control.”

Fiscal 2016 Long-Term Incentive Program

During fiscal 2016, our Compensation Committee adopted a five-year, long-term incentive program consisting of a mix of 60% performance-based RSAs, at target performance, and 40% time-based RSUs (the “Fiscal 2016 LTI Program”). The number of RSAs earned will vary based on performance relative to established goals for threshold, target and maximum performance. Performance will be based on the Company’s earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) for fiscal 2020, subject to certain adjustments, including adjustments for certain acquisitions and divestitures completed during the five-year performance period. The RSUs are subject to a five-year vesting period based on continued service with no RSUs vesting prior to the end of fiscal 2018. The Compensation Committee intends for the Fiscal 2016 LTI Program to cover all long-term incentive grants to the participants through fiscal 2020.

A key consideration of the Compensation Committee in Control.”developing the Fiscal 2016 LTI Program was the success of the prior five-year, long-term incentive program which concluded as of the end of fiscal 2015 (the “Fiscal 2011 LTI Program”). The Fiscal 2011 LTI Program included performance-based RSAs, performance-based tandem cash awards, RSUs and stock options. During the five-year period of the Fiscal 2011 LTI Program, revenues grew at an annualized rate of 18.5%, which supported annualized pre-tax profit growth and diluted earnings per share growth of 73.0% and 47.5%, respectively. In addition, we realized strong annualized total shareholder return of 34.0% during the period. During this period, our industry-leading performance reflected the introduction of numerous new products and technologies, the benefits of selective licensing and other business arrangements, the expansion of lower-cost manufacturing facilities and further vertical integration The Compensation Committee concluded that the Fiscal 2011 LTI Program succeeded in focusing our executive officers on growing the Company and appropriately rewarded our executive officers for creating value for our shareholders.

The Compensation Committee intends for the Fiscal 2016 LTI Program to continue creating value for our shareholders using a long-term program that aligns pay with performance and includes a strong retention feature. In structuring the Fiscal 2016 LTI Program, the Compensation Committee considered the advice of FWC, its independent executive compensation consultant, regarding market practices, award mix and size, possible performance criteria and alternative program structures. The Compensation Committee also considered Mr. Duda’s recommendations for officers other than himself.

The Compensation Committee considered multiple approaches for the Fiscal 2016 LTI program, including the use of annual grants and alternative performance periods. After careful review, the Compensation Committee determined that the five-year program is appropriate after considering the success of the Fiscal 2011 LTI Program discussed above, as well as the lengthy sales and product development cycles and significant upfront capital requirements for many of the Company’s products. The Compensation Committee believes the five-year term will focus our executive officers on the Company’s long-term objectives and retain our top executive talent over the period.

The Fiscal 2016 LTI Program is comprised entirely of equity awards in order to directly align the interests of our executive officers with those of our shareholders. The Compensation Committee believes that the award mix of 60% performance-based RSAs, at target performance, and 40% time-vested RSUs supports the Company’s operating performance and retention objectives, respectively. Unlike the Fiscal 2011 LTI Program, stock options and performance-based tandem cash awards are not components of the Fiscal 2016 LTI Program, in part due to accounting considerations, including the high costs of stock options relative to historical grants. Instead, the Compensation Committee elected to place greater emphasis on the performance-based RSAs, which are subject to forfeiture if the performance goals are not met.

The Compensation Committee applied adjusted EBITDA as the RSA performance metric because it is one of the primary operating metrics tracked by the Company and its shareholders. The adjusted EBITDA performance goals set forth below align with the Company’s targeted 9% to 10% annual growth rate for EBITDA for the period. The adjustments to EBITDA for acquisitions and divestitures are designed to mitigate unintended windfalls to management for transactions and also to safeguard management from unintended penalties for shareholder-friendly transactions that negatively impact the fiscal 2020 performance results.

In general, the Compensation Committee targeted the Fiscal 2016 LTI Program awards in the 50th to 75th percentile range of competitive practice, which aligned with the Company’s relative positioning in terms of revenues, net income and market capitalization versus its peer group. In making these benchmarking determinations, the Compensation Committee assumed that each executive would achieve the target level of performance under the RSAs and included one-fifth of the grant date fair value of these shares in these comparative calculations. In determining the size of the award to each of our executive officers, the Compensation Committee also considered other relevant factors, including the individual performance and experience of each executive, internal pay equity and consistency issues, expected future contributions of each executive, historical compensation levels and tenure.

The table below sets forth the number of target RSAs and RSUs awarded to Messrs. Duda, Koman, Khoury and Kill. The Compensation Committee decided not to make an award to Mr. Glandon at this time due to his transition to a new role within the Company. The awards to Messrs. Duda, Koman and Khoury were made in October 2015 and the awards to Mr. Kill were made in April 2016.

  * The number of shares earned will depend on performance and may be up to 150% of this number.

Performance-Based RSAs. The number of RSAs earned will vary based on performance relative to established goals for threshold performance, target performance and maximum performance. The executive will not earn any shares if threshold performance is not met. Performance will be based on the Company’s EBITDA for fiscal 2020, subject to certain adjustments, including adjustments for acquisitions and divestitures. The performance measures and corresponding percentages of the target shares earned are set forth below.

 * Payouts are interpolated for performance falling between established performance measures.

Dividends will not be paid on the RSAs until the shares have been earned. At such time, the executive will be entitled to a dividend equivalent payment based on the dividends declared during the restricted period and the number of shares earned.

In the event of an executive’s death or disability, he will earn all of the Target Shares. In the event of an executive’s qualified retirement, the executive will be eligible to earn a prorated number of shares based on the number of months during the 60-month performance period that have elapsed prior to retirement and Methode’s fiscal 2020 adjusted EBITDA. In the event of a change of control in which the successor company does not assume the RSAs, the executive will earn a prorated number of the Target Shares based on the number of months during the 60-month performance period that have elapsed prior to the change of control. If the successor company assumes the RSAs and, if the executive is terminated without cause or resigns for good reason within a period of timeafter the transaction (two years for Messrs. Duda and Koman and one year for Messrs. Khoury and Kill), then the executive will earn a prorated number of the Target Shares based on the number of months during the 60-month performance period that have elapsed prior to termination of employment. The Compensation Committee believes these provisions regarding the treatment of the RSAs in the event of death, disability, retirement or a change of control reflect fair and reasonable treatment under these scenarios based on current governance best practices and competitive standards.

Time-Based RSUs. The RSUs are subject to a five-year vesting period based on continued service, with 30% vesting at the end of fiscal 2018, 30% at the end of fiscal 2019,and 40% vesting at the end of fiscal 2020. Following vesting, the delivery of the stock underlying the RSUs will be deferred until the earlier of the executive’s termination of employment or a change of control. Dividend equivalents will not be paid on the RSUs until the units have vested. Following vesting and until the delivery of the underlying common stock, each executive will be entitled to a quarterly payment in an amount equal to the aggregate per share cash dividend paid during the quarter multiplied by the number of vested RSUs held by the executive.

In the event of an executive’s death or disability, all unvested RSUs will become immediately and fully vested. In the event of an executive’s qualified retirement, a prorated number of RSUs will vest based on the months during the 60-month vesting period that have elapsed prior to retirement. In the event of a change of control in which the successor company does not assume the RSUs, all unvested RSUs will become immediately and fully vested. If the successor company assumes the RSUs and, if the executive is terminated without cause or resigns for good reason within a period of timeafter the transaction (two years for Messrs. Duda and Koman and one year for Messrs. Khoury and Kill), then all unvested RSUs will become immediately and fully vested. The Compensation Committee believes these provisions regarding the treatment of the RSUs in the event of death, disability, retirement or a change of control reflect fair and reasonable treatment under these scenarios based on current governance best practices and competitive standards.

Significant Policies and Procedures

Stock Ownership Policy. Our Compensation Committee considers stock ownership by management to be an important means of linking management’s interests with those of our shareholders. After considering the importance of stock ownership, our Compensation Committee maintains stock ownership guidelines for our executive officers. The amount of stock required to be owned increases with the level of responsibility. The requirements are subject to a phase-in period in the event of a new hire or a promotion. Our Chief Executive Officer is expected to own stock with a value at least equal to six (6) times his base salary and our Chief Financial Officer and Chief Operating Officer areis expected to own stock with a value at least equal to three (3) times theirhis base salary. All other executive officers are expected to own stock with a value at least equal to two (2) times their base salary. Vested RSAs vestedand all RSUs granted prior to fiscal 2011 and vested and unvested RSUs granted in fiscal 2011 are included in the calculation of stock ownership for purposes of these guidelines. The value of each executive officer’s common stock holdings is determined as of the end of each fiscal year based on the average daily closing price of Methode’s common stock for such fiscal year.Our Chief Executive Officer was in compliance with our stock ownership guidelines for fiscal 2013. All of our othernamed executive officers were in compliance with our stock ownership guidelines for fiscal 2013, except for one Vice President.  In fiscal 2012, the amount of stock required to be held by this executive officer was increased from a value at least equal to one (1) times his base salary to at least two (2) times his base salary.  In light of this increased requirement and certain tax considerations, the Compensation Committee waived the non-compliance by this executive officer for fiscal 2013 and 2014.2016.

Insider Trading Policy. Our Insider Trading Policy prohibits our directors, executive officers and certain key employees from engaging in certain transactions involving our common stock, including options trading, short sales, derivative transactions and hedging transactions. In addition, these directors, executive officers and key employees are prohibited from holding our common stock in a margin account or otherwise pledging our common stock as collateral for a loan.

Policy With Respect to Deductibility of Compensation. Section 162(m) of the Code generally denies corporate tax deductions for annual compensation exceeding $1 million paid to certain employees (generally the chief executive officer and the three other most highly compensated executive officers of a public company, but excluding the chief financial officer), unless that compensation qualifies as performance-based compensation under a shareholder approved plan and meets certain other technical requirements. While it is the general intention of our Compensation Committee to maximize deductibility, our Compensation Committee seeks to make decisions that are in the best interest of Methode and ourits shareholders, even if those decisions do not result in full deductibility under Section 162(m). Our Compensation Committee and Mr. Duda frequently workhave worked together to diminish the amount of non-deductible compensation paid to Mr. Duda.  As part of this process, Mr. Duda has agreed to defer significant amounts of compensation through fiscal 2013 and beyond.  

Clawback Policy. In the event we are required to restate our financial statements due to material noncompliance, our Incentive Compensation Recoupment Policy permitsrequires us to recover from our current or former executive officers certain amounts of incentive-based compensation paid within the prior three (3) years.

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussion, our Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Paul G. Shelton, Chairman

Warren L. Batts

Darren M. Dawson

Isabelle C. Goossen

Christopher J. Hornung

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table sets forth certain summary information regarding the compensation awarded to, earned by or paid by us to, or for the account of, our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers (the “named executive officers”) for the threesix fiscal years ended April 27, 2013.30, 2016.

Grants of Plan-Based Awards

The following table sets forth certain information regarding grants of plan-based awards to the named executive officers during the fiscal year ended April 30, 2016.

Grants of Plan-Based Awards

The following table sets forth certain information regarding grants of plan-based awards to the named executive officers during the fiscal year ended April 27, 2013.

Alternative Summary Compensation Table

As discussed in “Compensation Discussion and Analysis-Fiscal 2016 Long-Term Incentive Program,” in fiscal 2016, our Compensation Committee adopted a five-year, long-term equity incentive program consisting of a mix of 60% performance-based RSAs, at target performance, and 40% time-based RSUs (the “Fiscal 2016 LTI Program”). The number of RSAs earned will vary based on performance relative to established goals for threshold, target and maximum performance. Performance will be based on the Company’s earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) for fiscal 2020, subject to certain adjustments for acquisitions and divestitures completed during the five-year performance period. The RSUs are subject to a five-year vesting period based on continued service with no RSUs vesting prior to the end of fiscal 2018. The Compensation Committee intends for the Fiscal 2016 LTI Program to cover all long-term incentive grants to the participants through fiscal 2020.

A key consideration of the Compensation Committee in developing the Fiscal 2016 LTI Program was the success of the prior five-year, long-term incentive program adopted in fiscal 2011 (the “Fiscal 2011 LTI Program”). The Fiscal 2011 LTI Program included performance-based RSAs, performance-based tandem cash awards, RSUs and stock options. The vesting of the performance-based RSAs and tandem cash awards were based on the achievement of internal enterprise value hurdles at the end of fiscal 2015. The time-based RSUs vested annually through fiscal 2015. Stock options were granted annually from fiscal 2011 through fiscal 2015.

Under the SEC’s proxy statement disclosure rules, the grant date fair value of the number of RSAs eligible for vesting at the target level of performance and the total number of RSUs awarded under the Fiscal 2016 LTI Program has been reported in the Summary Compensation Table above in fiscal 2016. Similarly, the grant date fair value of the total number of RSAs and RSUs awarded under the Fiscal 2011 LTI Program has been reported in the Summary Compensation Table above in fiscal 2011. The amounts earned pursuant to the performance-based tandem cash awards under the Fiscal 2011 LTI Program have been reported in the Summary Compensation Table above in fiscal 2015.

The Company is presenting the following Alternative Summary Compensation Table in order to illustrate how the Compensation Committee views annualized total compensation in light of the Fiscal 2016 and Fiscal 2011 LTI Programs. The Compensation Committee believes that due to the front loaded nature of the RSA and RSU awards under the programs and the reporting of the tandem cash award values in fiscal 2015, the compensation amounts disclosed in the Summary Compensation Table overstate compensation attributable to fiscals 2011, 2015, and 2016 and understate compensation attributable to fiscals 2012, 2013 and 2014.

The values in this table differ from the values disclosed in the Summary Compensation Table on page 30 of this proxy statement in that the value of the RSAs and the RSUs have been annualized equally over the respective five-year LTI program period. In addition, the amounts earned under the tandem cash awards and reported entirely as fiscal 2015 compensation in the Summary Compensation Table have been annualized equally over fiscal 2011 through fiscal 2015. In both the Summary Compensation Table and the Alternative Summary Compensation Table, the values for the RSA and RSU awards reflect grant date fair values calculated in accordance with the applicable accounting rules. The Alternative Summary Compensation Table below has been revised as described and does not comply with SEC rules for the Summary Compensation Table. Shareholders should not view this alternative table as a substitute for the Summary Compensation Table on page 30 and should review this Alternative Summary Compensation Table together with the Summary Compensation Table and other compensation tables contained herein that have been prepared in accordance with SEC rules.

Alternative Summary Compensation Table