

Mr. Milgrim was appointed to our Board on April 3, 2019. Mr. Milgrim is currently co-chair of the board of directors of ~~Promethient,~~Loar Group, Inc., a ~~Michigan-based company providing human-scaled climate control solutions~~privately held aerospace components manufacturer, since 2017. Mr. Milgrim also serves as a director of Builders FirstSource, Inc., a manufacturer of building materials and components for homebuilders and contractors, since 1999, and PGT Innovations, Inc., a ~~variety~~manufacturer and supplier of ~~applications.~~residential impact-resistant windows and doors, since his appointment in 2003. From 1997 until his retirement in 2011, Mr. ~~Kunselman previously served on the Oakland University Board of Trustees from August 2012 to November 2015, and~~Milgrim served as managing director of JLL Partners, Inc., a private equity firm focused on leveraged buyout transactions and leveraged recapitalizations of mid-market companies. Mr. Milgrim was previously an associate at Donaldson, Lufkin & Jenrette Securities Corporation, a New York-based firm providing investment banking and security brokerage services, and was an investment banking analyst at PaineWebber Inc, a stock brokerage and asset management company. Mr. Milgrim brings extensive management and board experience in the chair of the Michigan Minority Supplier Development Council from April 2012 to February 2014. Mr. Kunselman also served on the board of the FCA Foundation (former Chrysler Foundation) from 2009 to December 2015,industrial manufacturing industry as well as financial and the board of the Michigan Science Center (former Detroit Science Center) from 2008 to December 2015. Mr. Kunselman brings to the Board extensive knowledge and expertise relating to the automotive industry and operations management. Mr. Kunselman has subject matter expertise in engineering, quality, purchasing and product innovation.business analytical experience.

David A. Roberts

Director since 2018

Age 6971



Mr. Roberts was appointed to our Board on March 6, 2018, and ~~serves as a member~~was appointed Chair of ~~the Board’s Audit Committee,~~Horizon Global’s Compensation Committee ~~and Governance Committee.~~on April 16, 2019. Mr. Roberts is currently chair of the board of directors of Carlisle Companies Incorporated (“Carlisle”), a diversified manufacturing company, a position he has held since December 2016. Mr. Roberts previously served as Carlisle’s chief executive officer from June 2007 to December 2016. Prior to joining Carlisle, Mr. Roberts served as chair of the board of directors of Graco Inc., a manufacturer of fluid handling systems and components, from April 2006 to June 2007, and as president and chief executive officer from June 2001 to June 2007. In 2003, Mr. Roberts was appointed to the board of directors of Franklin Electric Co., a global leader in the manufacturing and distribution of products and systems focused on the movement and management of water and fuel, and ~~currently chairs~~is a member of its corporate governance committeeand ~~is a member of~~ its management organization and compensation committee. In September 2015, Mr. Roberts was appointed to the board of directors of SPX Corporation, a thermal equipment and services provider, and serves as chair of its compensation committee and as a member of its audit committee and nominating and governance committee. From 2012 to 2015, Mr. Roberts served on the board of directors and as the chair of the Compensation Committee of Polypore International, Inc., a leading global manufacturer specializing in microporous membranes and solutions for battery applications. Mr. Roberts began his career in the automotive industry, holding various manufacturing, engineering, and general management positions with The Budd Company, a leading automotive stamping manufacturer and supplier, Pitney Bowes, a global technology company, and FMC Corporation, a global technology and solutions provider in the agricultural, industrial and consumer markets. Mr. Roberts brings extensive experience in senior management of multinational companies, and expertise in the industrial and manufacturing sectors. Mr. Roberts’ experience from his service on various public company boards ~~will be~~is a valuable asset to the Horizon Board.

~~Richard D. Siebert~~

~~Director since 2015~~

~~Age 65~~



Mr. Siebert was appointed to our Board on August 4, 2015. Mr. Siebert was appointed chair of the Board’s Governance Committee, effective May 8, 2018, and also serves as a member of the Audit Committee and Compensation Committee. Mr. Siebert retired from KPMG LLP (“KPMG”), a global audit, tax and finance advisory firm, in September 2012. From 2003 to September 2012, Mr. Siebert served as the managing partner of the MidAmerica business unit of KPMG, and, from 2007 to January 2012, Mr. Siebert also served as the managing partner of KPMG’s Detroit office. Previously, Mr. Siebert served as the managing partner of the Cincinnati office of KPMG, and as the audit practice lead in the St. Louis office of Arthur Andersen, a global public accounting firm. In 1976, Mr. Siebert joined Arthur Andersen, was admitted to partnership in 1987, and was instrumental in the transition of Arthur Andersen’s St. Louis office to KPMG in 2003. During his career in public accounting, Mr. Siebert served as the lead engagement partner or client service partner for a broad range of public companies. Mr. Siebert currently serves as a member of the finance council of the Archdiocese of St. Louis, and is a member of its audit committee. Mr. Siebert brings to the Board extensive knowledge and expertise in financial reporting, accounting and Sarbanes-Oxley compliance for public companies. Mr. Siebert's 36-year career in public accounting also provides him with subject matter expertise in a broad range of governance, regulatory and securities matters.

~~A. Mark Zeffiro~~

~~President, CEO and Director since 2015~~
~~Age 51~~



Mr. Zeffiro was appointed as our president and chief executive officer on June 30, 2015. Mr. Zeffiro served as Co-Chair of our Board from June 29, 2015 to February 14, 2018, and has served as president and a director of Horizon since our incorporation on January 14, 2015. From January 2015 to June 2015, Mr. Zeffiro served as group president of Cequent, comprised of the Cequent Americas and Cequent APEA reportable segments of TriMas Corporation (“TriMas”), a diversified manufacturer and Horizon’s former parent company. Mr. Zeffiro served as chief financial officer of TriMas from June 2008 to January 2015 and executive vice president of TriMas from May 2013 until January 2015. Prior to joining TriMas, Mr. Zeffiro held various financial management and business positions with General Electric Company (“GE”), a diversified technology and financial services company, and Black and Decker Corporation (“Black & Decker”), a global manufacturer of quality power tools and accessories, hardware, home improvement products and fastening systems. From 2004 to 2008, during Mr. Zeffiro’s four-year tenure with Black & Decker, he was vice president of finance for the global consumer product group and Latin America. In addition, Mr. Zeffiro was directly responsible for and functioned as general manager of Black & Decker’s factory store business unit. From 2003 to 2004, Mr. Zeffiro was chief financial officer of First Quality Enterprises, a private company producing consumer products for the health care market. From 1988 through 2002, he held a series of operational and financial leadership positions with GE, the most recent of which was chief financial officer of its medical imaging manufacturing division. In April 2015, Mr. Zeffiro was appointed to the board of directors of Atkore International Group, Inc., a manufacturer of electrical raceway solutions and is currently chair of its audit committee. Mr. Zeffiro also serves on the board of directors of the Detroit Institute of Arts, where he chairs the finance committee, and the board of trustees of Walsh College, where he sits on the academic committee. Mr. Zeffiro's position as president and chief executive officer of Horizon provides him the ability to offer the Board firsthand insight into the operations and strategic vision of the Company. Mr. Zeffiro has extensive knowledge and subject matter expertise in strategic planning, business management, mergers and acquisitions and financial accounting.

~~Denise Ilitch~~

~~Chair of the Board, Director since 2015~~
~~Age 62~~



Ms. Ilitch was appointed to our Board on June 29, 2015. Ms. Ilitch became Chair of the Board on February 14, 2018, formerly serving as Co-Chair of the Board from July 1, 2016 to February 14, 2018. Ms. Ilitch served as chair of the Board's Compensation Committee until August 16, 2016, and is currently a member of the Board’s Compensation Committee, Audit Committee and Governance Committee. Ms. Ilitch is currently president of Ilitch Enterprises, LLC, a business operations management company, a position she has held since 2005. From 2000 to 2004, Ms. Ilitch served as president of Ilitch Holdings, Inc., an entertainment industries, food, fundraising and real estate development services company. From 1996 to 2004, Ms. Ilitch served as president of Olympia Development, LLC, a real estate development company. Ms. Ilitch currently serves as a trustee for the Skillman Foundation and as a regent on the University of Michigan Board of Regents, where she is a member of the health affairs committee. Ms. Ilitch has previously served as a board member of numerous community organizations, including the Detroit Branch of the NAACP, the Detroit Branch of the Federal Reserve Bank of Chicago, Detroit Renaissance, and the Karmanos Cancer Institute. She also co-chaired the 2009 Detroit Crisis Turnaround Team and served as a Detroit Red Wings Alternate Governor for the National Hockey League and as a board member of Major League Baseball. Ms. Ilitch brings to the Board more than 30 years of experience as a business executive and community leader. As a businesswomen and attorney, Ms. Ilitch has extensive knowledge and subject matter expertise in business development, corporate law and government policy.

~~Richard L. DeVore~~

~~Director since 2015~~

~~Age 62~~



Mr. DeVore was appointed to our Board on June 29, 2015. Mr. DeVore serves as chair of the Board's Audit Committee, and as a member of the Compensation Committee and Governance Committee. Mr. DeVore is currently executive vice president of PNC Bank, N.A., a member of the PNC Financial Services Group (“PNC”), one of the United States’ largest diversified financial services organizations. Mr. DeVore was appointed executive vice president of PNC in November 2001 and, in his current role, he serves as president for the Detroit and Southeast Michigan regions and chairs the local PNC Foundation. From January 2009 through July 2010 (after its acquisition by PNC), he also served as the chief credit officer and as member of the board of directors of National City Bank, a financial services organization. Mr. DeVore previously held various chief credit officer and managerial positions with PNC from 1991 through 2001. Mr. DeVore currently serves on the boards of Business Leaders for Michigan, Oakland University, the Detroit Economic Club, the Detroit Symphony Orchestra, the Detroit Regional Chamber and Ann Arbor SPARK. Mr. DeVore has also taught banking and finance courses at Wayne State University. Mr. DeVore brings to the Board more than 39 years of financial institutions experience andunique insights into credit market conditions and corporate capital structure. Mr. DeVore has extensive knowledge and subject matter expertise in finance, mergers and acquisitions and risk management.

~~Maximiliane C. Straub~~

~~Director since 2018~~
~~Age 54~~



Ms. Straub was appointed to our Board March 6, 2018, and serves as a member of the Board’s Audit Committee, Compensation Committee and Governance Committee. Ms. Straub is currently executive vice president of finance, controlling and administration, North America, and chief financial officer of Robert Bosch LLC, a subsidiary of Robert Bosch GmbH (“Bosch”), a leading global supplier of technology and services, since 2010. She joined Bosch in 1993 where she held positions of increasing responsibility with Bosch affiliates in the U.S., Germany and France, and eventually served as president of Bosch’s chassis systems full brakes division in North America from 2006 to 2010. Ms. Straub currently serves as chair of the board of directors of Inforum, a professional organization focused on creating strategic connections to help advance professional women in Michigan and the Midwest. In 2017, she was appointed to the board of directors of MTS Systems Corporation, a leading global supplier of high performance test systems and sensors. In 2010 and 2015, Ms. Straub was recognized by Automotive News as one of the ‘Top 100 Women in the Auto Industry’. Ms. Straub’s extensive operations background and experience in the areas of finance, accounting, human resources, information technology, strategic planning, and mergers and acquisitions contribute to her international, automotive and leadership qualifications. The Horizon Board will benefit from Ms. Straub’s strong operational and international business expertise.

Board Leadership Structure and Management

~~The Board was led by Co-Chairs A. Mark Zeffiro and Denise Ilitch until February 14, 2018, at which time~~In connection with obtaining the Second Lien Term Facility described elsewhere in this proxy statement, on April 3, 2019, the size of the Board ~~determined that it is in~~increased from seven to nine directors, and Messrs. Henderson, Kennedy, Langdon, Milgrim, Weber and Wilson were appointed to fill the ~~Company’s best interests to be led by Ms. Ilitch, as sole~~newly created directorships and vacancies created from the director resignations of Richard L. DeVore, Scott G. Kunselman, Richard D. Siebert and Maximiliane C. Straub on April 2, 2019. Mr. Kennedy was appointed Chair of the ~~Board.~~Board on April 3, 2019. The Chair oversees the planning of the annual Board calendar and, in consultation with the other directors, will schedule and set the agenda for meetings of the Board and lead the discussions at such meetings. In addition, the Chair provides guidance and oversight to other members of management, helps with the formulation and implementation of our strategic plans and acts as the Board’s liaison to the rest of management. In this capacity, the Chair is actively engaged in significant matters affecting us. The Chair also leads our annual meetings of stockholders and performs such other functions and responsibilities as requested by the Board from time to time.

The Board believes that separating the roles of the chief executive officer and chair is the most appropriate structure at this time and offers distinct benefits to the Company, including curtailing any potential conflict of interest and facilitating objective Board evaluation of the Company’s management.

As part of its oversight function, the Board monitors how management operates the Company, in part via its committee structure. When granting authority to management, approving strategies and receiving management reports, the Board considers, among other things, the risks and vulnerabilities the Company faces. The Audit Committee of the Board (the “Audit Committee”) considers risk

issues associated with the Company’s overall financial reporting, disclosure process and legal compliance, as well as reviews policies on risk control assessment and accounting risk exposure. In addition to its regularly scheduled meetings, the Audit Committee meets with the corporate audit team, and the independent registered public accounting firm in executive sessions at least quarterly, and with the General Counsel and Chief Compliance Officer as determined from time to time by the Audit Committee. Each of the Compensation Committee of the Board (the “Compensation Committee”) and the Governance Committee considers risk issues associated with the substantive matters addressed by each such committee.

~~The~~During 2018, the Board held ~~seven~~twelve (12) meetings, ~~during 2017.~~ the Audit Committee held five (5) meetings, the Compensation Committee held five (5) meetings, and the Governance Committee held four (4) meetings.

The following table sets forth the ~~meeting~~current committee member information for the three standing committees of the ~~Board for 2017:~~Board:

THE BOARD AND COMMITTEES - MEMBERSHIPS & MEETINGS
BOARD CLASS AUDIT COMPENSATION GOVERNANCE
Scott G. Kunselman Director III ü Chair ü
David C. Dauch⁽¹⁾
Director III ü Chair
Samuel Valenti III Director III ü ü ü
David A. Roberts⁽²⁾
Director I ü ü ü
Richard D. Siebert⁽³⁾
Director I ü ü Chair
A. Mark Zeffiro⁽⁴⁾
Director I
Denise Ilitch⁽⁵⁾
Chair II ü ü ü
Richard L. DeVore Director II Chair ü ü
Maximiliane C. Straub⁽⁶⁾
Director II ü ü ü
2017 Meetings 7 5 5 4



THE BOARD AND COMMITTEES - MEMBERSHIPS & MEETINGS
	BOARD	CLASS	AUDIT	COMPENSATION	GOVERNANCE
Carl S. Bizon	Director	I
Frederick A. “Fritz” Henderson⁽¹⁾	Director	I	Chair
Harry J. Wilson⁽²⁾	Director	I		ü	ü
Denise Ilitch⁽³⁾	Director	II	ü		Chair
Ryan L. Langdon⁽²⁾	Director	II	ü
Mark D. Weber⁽²⁾	Director	II		ü	ü
John C. Kennedy⁽²⁾	Chair	III		ü	ü
Brett N. Milgrim⁽²⁾	Director	III	ü
David A. Roberts⁽⁴⁾	Director	III		Chair


(1)	~~Chair of the Governance Committee through the Annual Meeting on May 8, 2018.~~Appointed April 3, 2019.


(2)	Appointed ~~March 6, 2018 with initial term expiring 2019. As disclosed below, Mr. Roberts will resign as a Class I director immediately prior~~ to the ~~Annual Meeting~~Board April 3, 2019 and ~~will stand for re-election as a Class III director at the Annual Meeting.~~Committee appointments effective April 16, 2019.


(3)	Chair of the Governance Committee ~~effective immediately following the Annual Meeting on May 8, 2018.~~


~~(4)~~	~~Co-Chair~~since April 16, 2019, formerly Chair of the Board from ~~June 29, 2015 to~~ February 14, ~~2018.~~


~~(5)~~	~~Chair of the Board since February 14, 2018. Formerly~~2018 to April 3, 2019, and previously Co-Chair of the Board from July 1, 2016 to February 14, 2018.


~~(6)~~(4)	~~Appointed March 6, 2018 with initial term expiring 2020. As disclosed below, Ms. Straub will resign as a Class II director immediately prior to~~Chair of the ~~Annual Meeting and will stand for re-election as a Class III director at the Annual Meeting.~~Compensation Committee since April 16, 2019.

~~CLASS III - Term expires at 2018 annual stockholder meeting~~

~~CLASS I - Term expires at 2019 annual stockholder meeting~~

~~CLASS II - Term expires at 2020 annual stockholder meeting~~

As noted above, the Board currently consists of nine directors, divided into three classes as equal in number as possible. The members of each class serve for staggered, three-year terms, except for the initial terms described above. Upon the expiration of the term of a class of directors, directors in that class may be asked to stand for re-election for a three-year term at the Annual Meeting in the year in which their term expires. Messrs. Dauch and Valenti have elected not to stand for re-election at the Annual Meeting. The Board is deeply appreciative for the strong leadership and valuable contributions provided by each of Messrs. Dauch and Valenti. To meet the requirement that each class of directors be as nearly equal in number as possible, Mr. Roberts and Ms. Straub will resign as Class I and Class II director, respectively, at the Annual Meeting to be effective immediately prior to the Annual Meeting. Each of Messrs. Kunselman and Roberts and Ms. Straub have been nominated as Class III directors at the Annual Meeting, for terms of three years and until their respective successors shall be elected and shall qualify.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the Company’s directors.

As part of our commitment to effective corporate governance, management and our Board undertook a review of current corporate governance trends and considered the view held by many institutional stockholders that a classified board structure has the potential

effect of reducing the accountability of directors. After careful consideration, the Board unanimously approved, and recommends that our stockholders approve, amendments to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) that, if adopted, would eliminate the classified structure of the Board over a three-year period. The phasing in of annual elections of directors over a three-year period is designed to ensure a smooth transition to a system of annual elections of all of our directors. If Proposal 2 is approved by stockholders at the Annual Meeting, directors whose terms expire at the 2019 Annual Meeting of Stockholders will be elected to a two-year term and directors whose terms expire at 2020 Annual Meeting of Stockholders will be elected to a one-year term. As a result, if Proposal 2 is approved by stockholders at the Annual Meeting, beginning at the 2021 Annual Meeting of Stockholders, and at each annual meeting thereafter, all directors will stand for election annually.

The Company’s Board has determined, after considering all of the relevant facts and circumstances, that ~~Mses.~~Ms. Ilitch and Messrs. Henderson, Kennedy, Langdon, Milgrim, Roberts, Weber and Wilson are, and Ms. Straub and Messrs. ~~Dauch,~~ DeVore, Kunselman, ~~Roberts,~~ Siebert, David C. Dauch and Samuel Valenti ~~are~~III, who served as directors during 2018, were, “independent” from management in accordance with the NYSE listing standards and the Company’s Corporate Governance Guidelines (the “Governance Guidelines”). To be considered independent, the Board must determine that a director does not have any direct or indirect material relationships with the Company and must meet the criteria for independence set forth in the Company’s Governance Guidelines.

During ~~2017,~~2018, all of the then-current directors attended at least 75%, in the aggregate, of the meetings of the Board and all committees of the Board on which they served. All directors are expected to attend all meetings, as well as the Annual Meeting. In addition to attending Board and committee meetings, directors fulfill their responsibilities by consulting with the President and Chief Executive Officer and other members of management on matters that affect the Company.

Independent directors hold regularly scheduled executive sessions in which ~~independent directors~~they meet without the presence of management. These executive sessions, as chaired by the Board Chair, generally occur around regularly scheduled meetings of the Board. For more information regarding the Board and other corporate governance procedures, see “Corporate Governance.” For information on how you can communicate with the Company’s non-management directors, see “Communicating with the Board.”

Audit Committee.The Audit Committee is responsible for providing independent, objective oversight and review of our auditing, accounting and financial reporting processes, including reviewing the audit results and monitoring the effectiveness of our internal audit function. In addition, the Audit Committee is responsible for (1) selecting our independent registered public accounting firm, (2) approving the overall scope of the audit, (3) assisting the Board in monitoring the integrity of our financial statements, our independent registered public accounting firm’s qualifications and independence, the performance of our independent registered public accounting firm, and our internal audit function and compliance with relevant legal and regulatory requirements, (4) annually reviewing our independent registered public accounting firm’s report describing the auditing firm’s internal quality control procedures and any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm, (5) discussing the annual audited financial and quarterly statements with management and the independent registered public accounting firm, (6) discussing earnings press releases and any financial information or earnings guidance provided to analysts and rating agencies, (7) discussing policies with respect to risk assessment and risk management, (8) meeting separately and periodically, with management, internal auditors and the independent registered public accounting firm, (9) reviewing with the independent auditor any audit problems or difficulties and management’s response, (10) setting clear hiring policies for employees

or former employees of the independent registered public accounting firm, (11) handling such other matters that are specifically delegated to the Audit Committee by applicable law or regulation or by the Board from time to time, and (12) reporting regularly to the full Board. The Audit Committee’s charter reflects such responsibilities and is available on the Company’s website ~~www.horizonglobal.com, in the Corporate Governance subsection of the Investor Relations section.~~at https://investors.horizonglobal.com/investors-corporate-governance.

Each of the directors on the Audit Committee is financially literate. The Board has determined that ~~each of Messrs. DeVore and Siebert, and Ms. Straub~~Mr. Henderson qualifies as an “audit committee financial expert” within the meaning of Securities and Exchange Commission (“SEC”) regulations and that each member on the Audit Committee has the accounting and related financial management expertise required by the NYSE listing standards and that each is “independent” from management in accordance with NYSE listing standards and the Company’s Governance Guidelines.

Compensation Committee. The Compensation Committee is responsible for monitoring and administering our compensation and employee benefit plans and reviewing, among other things, base salary levels, incentive awards and bonus incentive awards for the Chief Executive Officer and other executive officers, and such other matters that are specifically delegated to the Compensation Committee by applicable law or regulation, or by the Board from time to time. All of the members of our Compensation Committee are expected to be independent under the rules of NYSE and Rule 10C-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee’s duties include, among other things, (1) reviewing and approving our overall executive and director compensation philosophy and the executive and director compensation programs to support our overall business strategy and objectives, (2) overseeing the management continuity and succession planning process (except as otherwise within the scope of the Governance Committee) with respect to our officers, and (3) preparing any report on executive compensation required by the applicable rules and regulations of the SEC and other regulatory bodies. For more information, including the role

of executive officers and compensation consultants in determining or recommending the amount or form of executive and director compensation, see “Executive Compensation.”

The Compensation Committee’s charter reflects such responsibilities and is available on the Company’s website, www.horizonglobal.com, in the Corporate Governance subsection of the Investor Relations section. Under the charter, the Compensation Committee may delegate any of its responsibilities, subject to applicable law, to subcommittees or other committees appointed by the Board. Under the Company’s effective equity plan, the Compensation Committee may delegate its authority thereunder, subject to applicable law, to subcommittees, may delegate administrative duties and powers to Compensation Committee members, Company officers or Company agents or advisors, and may delegate on a limited basis the ability to grant plan awards to certain employees to one or more officers of the Company. The Board has determined that each of the members of the Compensation Committee is “independent” from management in accordance with NYSE listing standards (including those standards particular to Compensation Committee membership) and the Company’s Governance Guidelines.

Corporate Governance and Nominating Committee.The Governance Committee is responsible for identifying and nominating individuals qualified to serve as board members and recommending directors for each board committee. The Board has determined that all of the members of the Governance Committee are independent under the rules of NYSE. Generally, the Governance Committee will re-nominate incumbent directors who continue to satisfy its criteria for membership on the Board, who it believes will continue to make important contributions to the Board and who consent to continue their service on the Board.

In recommending candidates to the Board, the Governance Committee reviews the experience, mix of skills and other qualities of a nominee to assure appropriate Board composition after taking into account the current Board members and the specific needs of the Company and the Board. The Board looks for individuals who have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. The Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Governance Committee believe that it is essential that the Board members represent diverse viewpoints. As required by the NYSE, SEC or such other applicable regulatory requirements, a majority of the Board will be comprised of independent directors.

The Governance Committee does not solicit director nominations, but will consider recommendations by stockholders with respect to elections to be held at an Annual Meeting, so long as such recommendations are sent on a timely basis to the Corporate Secretary of the Company and are in accordance with the Company’s bylaws. The Governance Committee will evaluate nominees recommended by stockholders against the same criteria as other director nominees. ~~The Company did not receive any nominations of directors by stockholders for the Annual Meeting.~~ See “How and when may I submit a stockholder proposal or director nomination for the ~~2019~~2020 Annual Meeting of Stockholders?” for more information.

~~Mr. Roberts~~Messrs. Henderson, Kennedy, Langdon, Milgrim, Weber and ~~Ms. Straub~~Wilson were recommended as ~~a director~~directors to the Governance Committee ~~by a third party~~through discussions with shareholders and lenders. A third-party search ~~firm.~~firm was engaged to review and supplement the recommendations.

The Governance Committee’s charter reflects such responsibilities and is available on the Company’s website ~~www.horizonglobal.com, in the Corporate Governance subsection of the Investor Relations section.~~at https://investors.horizonglobal.com/investors-corporate-governance.

Compensation Committee Interlocks and Insider Participation. During ~~2017,~~2018, our Compensation Committee consisted of Messrs. Kunselman, Dauch until May 8, 2018, DeVore, Roberts, Siebert, and Valenti until May 8, 2018, and ~~Ms. Ilitch. None~~Mses. Ilitch and Straub. Along with the current members of our Compensation Committee, Messrs. Roberts, Kennedy, Weber and Wilson, none of these individuals is or has ever been an officer or employee of the Company or any of our subsidiaries. None of our executive officers currently serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of another entity that has one or more executive officers serving as one of our directors or on our Compensation Committee. Given Mr. Kennedy’s interest in the Second Lien Term Facility, he will not participate in the approval of equity awards granted to our officers and directors for purposes of Rule 16b-3 of the Exchange Act.

Retirement Age; Term Limits. The Governance Guidelines provide that a director is expected to submit his or her resignation from the Board at the first annual meeting of stockholders following the director’s 75^thbirthday. The Board may accept or reject such resignation in its discretion after consultation with the Governance Committee. The Board has not established term limits for the directors. The Governance Guidelines are available on the Company’s website at~~www.horizonglobal.com, in the Corporate Governance subsection of the Investor Relations section.~~https://investors.horizonglobal.com/investors-corporate-governance.

Assessment of Board and Committee Performance.The Board evaluates its performance annually. In addition, each Board committee performs an annual self-assessment to determine its effectiveness. The results of the Board and committee self-assessments are discussed with the Board and each Committee, respectively.

DIRECTOR COMPENSATION

The Compensation Committee is responsible for reviewing director compensation and making recommendations to the Board with respect to that compensation, as appropriate. The 2018 director compensation program is described below, but in 2019, the Board approved changes to the director compensation program to place a greater emphasis on equity-based compensation. The Compensation Committee and Board believe that independent directors should receive a ~~mix~~compensation package that is primarily comprised of ~~cash and~~ equity ~~over their tenure. The combination of cash and equity~~awards. A predominantly equity-based compensation package is intended to ~~provide incentives~~align the interests of our independent directors with those of our stockholders and reward our directors based on the financial performance of the Company. The Compensation Committee and Board believe that this compensation structure provides incentive for directors to continue to serve on the Board and ~~to attract~~would be viewed favorably by new directors with outstanding qualifications. ~~Mr. Roberts and Ms.~~

~~Straub were appointed to the Board on March 6, 2018 and, as independent directors, will receive compensation in the same manner as the Company’s other independent directors.~~

Annual Cash Retainer and Meeting Fees.~~Each~~For 2018, each independent director iswas paid an annual cash retainer of ~~$80,000.~~$80,000 (the “Annual Cash Retainer”). The chair of the Board and the chairs of each of the Audit, Compensation and Governance Committees ~~are~~were paid an additional annual cash retainer in the amounts of $50,000, $15,000, $10,000 and $5,000, ~~respectively.~~respectively (each, an “Annual Chair Retainer”). The ~~annual cash retainers~~Annual Cash Retainer and Annual Chair Retainer described above ~~will be~~were prorated to reflect any partial year of service. Additionally, each director iswas paid $1,000 per Board or committee meeting ~~attended.~~attended (the “Per Meeting Fees”).

Effective April 16, 2019, the Board eliminated the Annual Cash Retainer and the Per Meeting Fees. The chair of the Board and the chairs of each of the Audit, Compensation and Governance Committees will continue to be paid, quarterly in arrears, an Annual Chair Retainer in the amounts of $50,000, $15,000, $10,000 and $5,000, respectively, in cash. Directors who are also employees of the Company are not paid any additional compensation for serving as directors.

Equity Compensation.~~As part of the independent directors’ annual compensation package,~~In 2018, each independent director ~~receives~~received an annual grant of restricted stock units with a grant date fair market value of $80,000, with each grant generally subject to such director’s continued service on the Board, and a vesting period of one year.

Effective April 16, 2019, simultaneously with the elimination of the Annual Cash Retainer and the Per Meeting Fees, the Board approved an increase to each director’s annual grant of restricted stock units. Each independent director will now receive an annual grant of restricted stock units with a grant date fair market value of $160,000, with each grant generally subject to such director’s continued service on the Board, and a vesting period of one year. Directors who are also employees of the Company do not receive any additional equity compensation for serving as directors.

Director Stock Ownership.~~We have established~~Under the 2018 stock ownership guidelines, ~~for our~~ independent directors ~~to more closely align their interests with those of the Company’s stockholders. Under these guidelines, our independent directors are~~were required to own, within five years after initial election to the Board as an independent director, shares of ~~Company stock~~Common Stock having a value equal to or greater than three times their ~~annual cash retainer~~Annual Cash Retainer (excluding ~~any additional retainers for Board and committee chair service)~~Annual Chair Retainers). Unrestricted stock, time-based restricted stock, time-based restricted stock units and vested in-the-money options are (or would be) counted toward fulfillment of this ownership requirement. New independent directors will have five years from the time they are elected to the Board to meet the stock ownership guidelines. ~~Compliance under these~~

Effective April 16, 2019, the Board approved amendments to the stock ownership guidelines for our independent ~~directors’ stock ownership requirements will be~~directors. Subject to terms contained in the guidelines, independent directors are required ~~by July 1, 2020 at~~to hold shares of Common Stock having a value greater than or equal to $250,000 within five years after election to the ~~earliest.~~Board as an independent director. If an independent director does not meet the stock ownership guidelines, the Compensation Committee may consider such fact when determining the grant of future equity awards to such director.

All independent directors are within the five-year window to meet the stock ownership guidelines.

Indemnification. The Company has entered into indemnification agreements with each of its directors. These agreements require the Company to indemnify such individuals for certain liabilities to which they may become subject as a result of their affiliation with the Company.

Other.The Company reimburses all directors for reasonable travel expenses incurred when attending Board and committee meetings. The Company does not provide any perquisites to directors. In 2018, the Board approved a Non-Employee Director Deferred Compensation Plan, pursuant to which independent directors may defer cash or equity compensation (the “Deferred Compensation Plan”). No independent directors participated in the Deferred Compensation Plan during 2018.

~~2017~~2018 Director Compensation Table

Name Fees Earned
or Paid in Cash
($)
Stock
Awards
($)⁽¹⁾
Total
($)
Denise Ilitch $ 152,000
$ 80,000
$ 232,000
David C. Dauch $ 98,000
$ 80,000
$ 178,000
Richard L. DeVore $ 117,000
$ 80,000
$ 197,000
Scott G. Kunselman $ 111,000
$ 80,000
$ 191,000
Richard D. Siebert $ 101,000
$ 80,000
$ 181,000
Samuel Valenti III $ 102,000
$ 80,000
$ 182,000



Name⁽¹⁾	Fees Earned or Paid in Cash ($)		Stock Awards ($) (2)		Total ($)
Denise Ilitch	$	156,000	$	80,000	$	236,000
David C. Dauch⁽³⁾	$	40,875	$	—	$	40,875
Richard L. DeVore⁽⁴⁾	$	119,000	$	80,000	$	197,000
Scott G. Kunselman⁽⁴⁾	$	116,000	$	80,000	$	191,000
David A. Roberts	$	84,667	$	106,667	$	191,334
Richard D. Siebert⁽⁴⁾	$	109,125	$	80,000	$	189,125
Maximiliane C. Straub⁽⁴⁾	$	84,667	$	106,667	$	191,334
Samuel Valenti III⁽³⁾	$	38,000	$	—	$	38,000


(1)	Messrs. Henderson, Kennedy, Langdon, Milgrim, Weber, and Wilson were appointed April 3, 2019.

(2)

The amounts in this column reflect the grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) of the restricted stock unit awards made to our non-employee directors during ~~2017.~~2018. Ms. Ilitch and Ms. Straub, and Messrs. ~~Dauch,~~ DeVore, Kunselman, ~~Siebert~~Roberts, and ~~Valenti~~Siebert each received ~~5,571~~14,035 restricted stock units effective on May 15, 2018, which vest on May 15, 2019, generally subject to a service requirement. Ms. Straub and Mr. Roberts were appointed March 6, 2018 and each received 2,840 restricted stock units effective March 15, 2018 (reflecting a pro-rated grant for the vesting period that was then in effect), which vested on July 1, ~~2017.~~2018. These awards were granted under the Company’s Amended and Restated 2015 Equity and Incentive Compensation Plan ~~and vest~~(the “Amended 2015 Plan”).


(3)	Resigned from the Board on ~~July 1, 2018, generally subject to a service requirement.~~May 15, 2018. In connection with these resignations, the Compensation Committee approved the accelerated vesting of each such director’s unvested restricted stock units (5,571 restricted units for each director) effective May 15, 2018.


(4)	Resigned from the Board on April 2, 2019. In connection with these resignations, the Compensation Committee approved the accelerated vesting of each such director’s unvested restricted stock units (14,035 restricted stock units for each director) effective April 2, 2019.

~~The table below sets forth as to each non-employee director the aggregate number~~As of December 31, 2018, there were 14,035 restricted stock units outstanding asfor each of ~~December 31, 2017:~~



~~Name~~		~~Restricted Stock Unit Awards~~
~~Denise Ilitch~~		~~5,571~~
~~David C. Dauch~~		~~5,571~~
~~Richard L. DeVore~~		~~5,571~~
~~Scott G. Kunselman~~		~~5,571~~
~~Richard D. Siebert~~		~~5,571~~
~~Samuel Valenti III~~		~~5,571~~

Ms. Ilitch and Mr. Roberts. There were no outstanding restricted stock units for any of the remaining non-employee directors.

Corporate Governance

The Board has adopted Governance Guidelines. These guidelines address, among other things, director responsibilities, qualifications (including independence), compensation and access to management and advisors. The Governance Committee is responsible for overseeing and reviewing these guidelines and recommending any changes to the Board.

The Spirit and The Letter. Effective as of July 1, 2015, the Board adopted the Company’s code of conduct, titled “The Spirit and The Letter,” ~~that~~which applies to all directors and employees, including the Company’s principal executive officer, principal financial officer, and other persons performing similar executive management functions. The Spirit and The Letter is posted on the Company’s website ~~www.horizonglobal.com, in the Corporate Governance subsection of the Investor Relations section.~~ at https://investors.horizonglobal.com/investors-corporate-governance. All amendments to The Spirit and The Letter, if any, will be also posted on the Company’s website, along with all waivers, if any, of The Spirit and The Letter involving senior officers.

A copy of the Company’s committee charters, Governance Guidelines and The Spirit and The Letter will be sent to any stockholder, without charge, upon written request sent to the Company’s executive offices: Horizon Global Corporation, Attention: General Counsel, Chief Compliance Officer and Corporate Secretary, 2600 West Big Beaver Road, Suite 555, Troy, Michigan 48084.

Communicating with the Board

Any stockholder or interested party who desires to communicate with the Board or any specific director, including the Chair, non-management directors or committee members, may write to: Horizon Global Corporation, Attention: Board of Directors, 2600 West Big Beaver Road, Suite 555, Troy, Michigan 48084.

Depending on the subject matter of the communication, management will:


▪	forward the communication to the director or directors to whom it is addressed (matters addressed to the Chair of the Audit Committee will be forwarded unopened directly to the Board Chair);


▪	attempt to handle the inquiry directly where the communication does not appear to require direct attention by the Board or an individual member, e.g., the communication is a request for information about the Company or is a stock-related matter; or


▪	not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

To submit concerns regarding accounting matters, stockholders, employees and other interested persons may also call the Company’s applicable toll free, hotline number (for US callers: (844) 472-2428) published at ~~www.horizonglobal.com~~ ~~in the Corporate Governance subsection of the Investor Relations - Compliance section, in the document entitled “Reporting a Concern.”~~https://investors.horizonglobal.com/compliance. Concerns may be expressed on a confidential and anonymous basis.

Communications made through the hotline are reviewed by the Audit Committee at each regularly scheduled meeting; other communications will be made available to directors at any time upon their request.

PROPOSAL 4 — APPROVAL, FOR PURPOSES OF THE RULES OF THE NEW YORK STOCK EXCHANGE, OF THE ISSUANCE OF WARRANTS, AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF, TO CERTAIN LENDERS UNDER THE COMPANY’S SECOND LIEN TERM FACILITY.

THE COMPANY’S BOARD RECOMMENDS A VOTE“FOR”THE APPROVAL, FOR PURPOSES OF THE RULES OF THE NEW YORK STOCK EXCHANGE, OF THE ISSUANCE OF WARRANTS, AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF, TO CERTAIN LENDERS UNDER THE COMPANY’S SECOND LIEN TERM FACILITY.

Background of Second Lien Term Facility and Issuance of Warrants

We currently have a committed asset-based revolving credit facility that provides for revolving loans up to an aggregate principal amount of $99.0 million and a term loan facility that provides for term loans. On July 31, 2018, we amended our term loan facility to provide for additional borrowings of $50.0 million, the proceeds of which were used, among other things, to repay borrowings outstanding under our revolving credit facility to provide us with additional liquidity. As of December 31, 2018, $190.5 million was outstanding under our term loan facility.

Our term loan facility contains a financial maintenance covenant that requires us to maintain a net leverage ratio based on total debt to Bank EBITDA. In 2018, we experienced a combination of increased distribution costs and constrained shipments from the Americas distribution network primarily resulting from the transfer of aftermarket shipping volume from Dallas, Texas to Kansas City, Kansas. After amending our term loan on July 31, 2018, our Europe-Africa segment continued to underperform. Additionally, our new leadership team in Europe performed an initial assessment of our business in that segment, resulting in reduced expectations through the remainder of 2018. Primarily due to these factors as well as costs associated with remediating these factors, the Company increased its borrowings under its revolving credit facility and experienced a decline in Bank EBITDA in the second half of 2018. Accordingly, based on our results for the quarter ended September 30, 2018 and our forecasts, we believed that we would not be in compliance with the net leverage ratio covenant under our term loan facility as of December 31, 2018, which, absent an amendment or waiver, would constitute a default when reported. Such a default, if not cured, would allow the lenders to accelerate the maturity of the debt, making it due and payable at that time.

As a result of our expected non-compliance with the net leverage ratio covenant under our term loan facility, at the end of 2018, we entered into discussions with our lenders regarding amendments to the term loan facility. Additionally, in 2019, we began discussions with our existing lenders and prospective lenders regarding additional financing to better position us to address the working capital needs for our 2019 summer selling season and to provide additional operating flexibility. On February 20, 2019,

we obtained a senior term loan facility in the aggregate principal amount of $10.0 million, all of which we borrowed. The senior term loan facility, as amended, was scheduled to mature on March 15, 2019 and required us to obtain additional financing in amounts and on terms acceptable to the senior term loan lenders.

To satisfy our obligations under the senior term loan and to obtain additional liquidity, on March 15, 2019, we entered into a Second Lien Term Facility Credit Agreement (the “Second Lien Term Facility Agreement”) with Cortland Capital Markets Services LLC, as administrative agent and collateral agent, Corre Partners Management, L.L.C. (“Corre”), as representative of the lenders, and the lenders party thereto (the “Second Lien Lenders”). The Second Lien Lenders include Corre Opportunities Qualified Master Fund, LP (“Corre Master Fund”), Corre Horizon Fund, LP and Corre Opportunities II Master Fund, LP (collectively, the Corre Lenders”). At the time of entering into the Second Lien Term Facility Agreement, affiliates of Corre, including Corre Master Fund, beneficially owned, in the aggregate, 9.99% of the outstanding Common Stock.

The Second Lien Term Facility Agreement provides for a term loan facility (the “Second Lien Term Facility”) in the aggregate principal amount of approximately $51.0 million, all of which has been borrowed by the Company. The interest on the term loans under the Second Lien Term Facility may be paid, at the Company’s election, in cash, at the customary eurocurrency rate plus a margin of 10.50% per annum, or in-kind, at the customary eurocurrency rate plus a margin of 11.50%; provided that if the term loans are converted to base rate loans, the interest rate on interest paid (i) in cash will be the customary base rate plus a margin of 9.50% per annum and (ii) in-kind will be the customary base rate plus a margin of 10.50%; provided, further, however, that cash interest payments are currently prohibited under the Company’s term loan facility and revolving credit facility. There are no amortization payments required under the Second Lien Term Facility. Borrowings under the Second Lien Term Facility mature on September 30, 2021. The total indebtedness under the Second Lien Term Facility is and will be guaranteed by the Company’s existing and future domestic subsidiaries and certain foreign subsidiaries and is and will be secured by substantially all of the assets of the Company and such guarantors.

In connection with obtaining a commitment for the Second Lien Term Facility, the Company agreed to issue five-year warrants (the “Warrants”) to the Second Lien Lenders to purchase up to 6,250,000 shares of Common Stock with an exercise price of $1.50 per share, subject to the receipt of any stockholder approval required under applicable stock exchange requirements. Because of the stockholder approval requirements of Rule 312.03 of the NYSE Listed Company Manual, including the requirement to obtain stockholder approval prior to the issuance of Common Stock, or of securities convertible into or exercisable for Common Stock, (i) if the number of shares of Common Stock issued or to be issued equals or exceeds twenty percent of the number of shares of Common Stock outstanding before the issuance of Common Stock or of securities convertible into or exercisable for Common Stock and (ii) to a “substantial security holder” of the Company (such as Corre and its affiliates) if the number of shares of Common Stock to be issued, or the number of shares of Common Stock into which the securities may be convertible or exercisable for, exceeds five percent of number of shares of Common Stock outstanding before the issuance of Common Stock or of securities convertible into or exercisable for Common Stock, in connection with the closing of the Second Lien Term Facility, the Company only issued the Second Lien Lenders (including the Corre Lenders) Warrants to purchase up to 3,601,902 shares of Common Stock.

The Warrants have an initial exercise price of $1.50 per share and may be exercised for cash or on a cashless basis. The exercise price of the Warrants is subject to adjustment for stock splits, stock dividends, combinations, recapitalizations and other comparable events. The exercise price of the Warrants is also subject to adjustment if we issue or are deemed to have issued Common Stock or warrants or other rights or options to purchase Common Stock or securities convertible into Common Stock at a price less than the exercise price in effect, subject to certain exceptions such as the issuance of equity awards under our equity incentive plans. The Warrants expire on March 15, 2024.

Additionally in connection with the closing of the Second Lien Facility, the Company issued the Corre Lenders an aggregate of 90,667 shares of Series A preferred stock (“Series A Preferred Stock”) with a liquidation value of $100 per share. Shares of Series A Preferred Stock are entitled to cumulative dividends, at a rate of eighteen percent per annum, if and when declared by the Board. The Series A Preferred Stock is non-voting. In the event of any liquidation of the Company, each Series A Preferred Stock holder is entitled to, prior and in preference to any other distribution, two times the liquidation value per share plus all accrued but unpaid dividends.

The Warrants issued, and that may be issued to the Corre Lenders upon the conversion of the Series A Preferred Stock, contain, and will contain, a provision that restricts the ability of each Corre Lender to exercise its Warrant to the extent that after giving effect to such exercise and issuance, such Corre Lender (together with its affiliates, such as the other Corre Lenders, and any other persons acting as a group together with such Corre Lender or any of its affiliates) would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of such Warrant.

Upon the receipt of the approval of the Company’s stockholders, the shares of Series A Preferred Stock will convert into Warrants to purchase an additional 2,648,098 shares of Common Stock, plus Warrants to purchase additional shares of Common Stock

determined upon the amount of accrued and unpaid dividends at the time of such approval, in each case with an exercise price of $1.50 per share, subject to adjustment as provided in the Warrants. Assuming stockholder approval is received at the Annual Meeting, we estimate that the Corre Lenders would be entitled to receive Warrants to purchase an additional 304,150 shares of Common Stock, resulting in the issuance by us to the Corre Lenders of Warrants to purchase an additional 2,952,248 shares of Common Stock.

Consequences of Non-Approval

If our stockholders do not approve this proposal, the Series A Preferred Stock will not convert into Warrants, but instead will remain outstanding. The shares of Series A Preferred Stock would continue to accumulate dividends at a rate of eighteen percent (18%) per annum. Under the terms of the Warrants issued to the Corre Lenders, we would be required to continue to seek stockholder approval of the issuance of the additional Warrants, and the shares of Common Stock issuable upon exercise thereof, at subsequent annual meetings under stockholder approval is obtained, provided that we would not be obligated to seek stockholder approval more than three times. If stockholder approval is not obtained at the Annual Meeting, as of December 31, 2019, the Series A Preferred Stock accumulated dividend would be approximately $1.357 million.

Vote Required for Approval

The affirmative vote of a majority of the shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote on the matter will be necessary to approve the issuance of the Warrants, and the shares of Common Stock issuable upon exercise thereof, to the Corre Lenders. Abstentions will have the same effect as a vote against the matter. If you abstain from voting on this matter, your abstention will have the same effect as a vote against the matter. Broker non-votes will have no effect on the outcome of the matter. Proxies submitted pursuant to this solicitation will be voted “FOR” the issuance of the additional Warrants, and the shares of Common Stock issuable upon exercise thereof, to the Corre Lenders unless specified otherwise.

PROPOSAL 5 — RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

THE COMPANY’S BOARD RECOMMENDS THAT STOCKHOLDERS VOTE“FOR”THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.

The Audit Committee has appointed Deloitte as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2019. Deloitte was engaged as our independent registered public accounting firm for the fiscal year ended December 31, 2018. Representatives of Deloitte are expected to attend the Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, make a statement.

The appointment of Deloitte as the independent registered public accounting firm for the Company is being presented to the stockholders for ratification. The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of the holders of a majority of the total shares of Common Stock present in person or represented by proxy and entitled to vote on the matter, provided that a quorum of at least a majority of the outstanding shares are present or represented at the meeting. If you abstain from voting on this matter, your abstention will have the same effect as a vote against the matter. If you hold your shares through a broker and you do not instruct the broker on how to vote on this “routine” proposal, your broker will nevertheless have authority to vote your shares on this “routine” proposal in your broker’s discretion. Proxies submitted pursuant to this solicitation will be voted “FOR” the ratification of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, unless specified otherwise.

Fees Paid to Independent Auditor

The following table presents fees billed by Deloitte for professional audit services rendered related to the audits of the Company’s annual financial statements for the years ended December 31, 2018 and 2017.



	2018		2017
Audit Fees	$	1,535,000	$	1,510,000
Audit-related Fees	6,000		200,000
Tax Fees	—		—
All Other Fees	5,000		5,000
Total	$	1,546,000	$	1,715,000

Audit and Audit-Related Fees

Audit fees include fees for the audit of the annual consolidated financial statements, reviews of quarterly consolidated financial statements, statutory audits and consents. Audit-related fees for 2017 related primarily procedures performed in connection with the issuance of a registration statement. Audit-related fees for 2018 related primarily to procedures performed in connection with a New Zealand research and development review.

Other Fees

Other fees for 2018 and 2017 relate to a subscription for technical content.

We have been advised by Deloitte that neither the firm nor any member of the firm has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. The Audit Committee’s pre-approval is required for all audit and non-audit services provided by the independent registered public accounting firm.

On an ongoing basis, management communicates specific projects and categories of service for which it wishes to engage the independent registered public accounting firm. The Audit Committee reviews these requests and advises management if the committee approves the engagement of the independent registered public accounting firm. No services are undertaken which are not pre-approved. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. All of the services provided by Deloitte, our independent auditor in 2018, including services related to audit, audit-related fees, tax fees and all other fees described above, were approved by the Audit Committee.

Vote Required for Approval

The affirmative vote of a majority of the shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote on the matter will be necessary to ratify the Audit Committee’s appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, provided that a quorum is present. Abstentions will have the same effect as a vote against the matter. Although stockholder ratification of the appointment is not required by law and is not binding on the Company, the Audit Committee will take the appointment under advisement if such appointment is not so ratified.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee represents and assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, the performance of the Company’s internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee engages the Company’s independent registered public accounting firm (which reports directly to the Audit Committee). The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding as determined by the Audit Committee from the Company for such advice and assistance.

The Company’s management is primarily responsible for the Company’s internal control and financial reporting process. The Company’s independent registered public accounting firm, Deloitte, is responsible for performing an independent audit of the

Company’s consolidated financial statements and issuing opinions on the conformity of reporting those audited financial statements with United States generally accepted accounting principles. The Audit Committee monitors the Company’s financial reporting process and reports to the Board on its findings.

In this context, the Audit Committee hereby reports as follows:


1.	The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, ~~2017~~2018 with the Company’s management;


2.	The Audit Committee has discussed with Deloitte the matters required to be discussed by Auditing Standard 1301;


3.	The Audit Committee has received the written disclosures and the letter from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit Committee concerning independence, and has discussed with Deloitte the independence of that firm; and


4.	Based on the review and discussions referred to in paragraphs 1 through 3 above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017,~~2018, for filing with the Securities and Exchange Commission.

The undersigned members of the Audit Committee ~~have~~as of March 13, 2019, submitted this Report to the Board of Directors.



		The Audit Committee Richard L. DeVore (Chair) Denise Ilitch Scott G. Kunselman David A. Roberts Richard D. Siebert ~~Samuel Valenti III~~Maximiliane C. Straub

PROPOSAL ~~2 - TO APPROVE AMENDMENTS TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO IMPLEMENT A DECLASSIFIED BOARD OF DIRECTORS~~6 — STOCKHOLDER PROPOSAL

~~THE COMPANY’S BOARD RECOMMENDS THAT STOCKHOLDERS VOTE~~ “~~FOR~~”~~THE RATIFICATION OF AMENDMENTS TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO IMPLEMENT A DECLASSIFIED BOARD OF DIRECTORS.~~

~~General~~

Article VI, Section 6.1 of our Certificate of Incorporation currently provides for a classified board structure, pursuant to which the Board is divided into three classes (Class I, Class II and Class III) and directors are elected to staggered three-year terms with members of onePeter Kross, as Trustee of the ~~three classes elected every year. As part~~P. Kross Trust, UAD November 25, 1985 is the beneficial owner of ~~our commitment~~at least $2,000 of Common Stock and has notified the Company of his intention to ~~effective governance practices, however, our management and Board undertook a review of current corporate governance trends and considered~~offer the ~~view held by many institutional stockholders that a classified board structure has the potential effect of reducing the accountability of directors. After careful~~following proposal for consideration the Board, upon the recommendation of the Governance Committee, unanimously approved, and recommends that our stockholders approve, amendments to our Certificate of Incorporation that, if adopted, would eliminate the classified structure of the Board over a three-year period and allow for removal of directors with or without cause by a majority of the stockholders. The phasing in of annual elections of directors over a three-year period is designed to ensure a smooth transition to a system of annual elections of all of our directors.

~~Summary of Principal Changes~~

If this proposal is adopted, Article VI, Section 6.1 of our Certificate of Incorporation will be amended to provide that all director nominees standing for election at or after the 2021 Annual Meeting of Stockholders will be elected to a one-year term. Directors elected at or prior to the Annual Meeting will continue to serve for the full three-year term for which they were elected. At the Annual Meeting, directors whose terms expire at that meeting will be elected to a three-year term. At the 2019 Annual Meeting of Stockholders, directors whose terms expire at that meeting will be elected to a two-year term. At the 2020 Annual Meeting of Stockholders, directors whose terms expire at that meeting will be elected to a one-year term. As a result, beginning at the 2021 Annual Meeting of Stockholders, and at each annual meeting thereafter, all directors will stand for election annually. Directors elected to fill any vacancy on the Board or to fill newly created director positions resulting from an increase in the number of directors would serve the remainder of the term of that position.

In addition, if this proposal is adopted, Article VI, Section 6.3 of our Certificate of Incorporation will be amended to provide that a director may be removed from office with or without cause by the affirmative vote of the holders of a majority of the voting power of the Company’s outstanding stock entitled to vote in the election of directors, voting together as a single class; provided, however, that so long as the Board is classified, a director may only be removed by our stockholders for cause.

This description of the proposed amendments to our Certificate of Incorporation is only a summary of those amendments and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Certificate of Incorporation, as proposed to be amended, a copy of which is attached to this proxy statement as Appendix A. If adopted, the amendments to the Certificate of Incorporation will become effective upon filing of the amended Certificate of Incorporation with the Secretary of State of Delaware, which is expected to occur promptly following the stockholder vote.

~~Vote Required for Approval~~

The approval of amendments to the Company’s Certificate of Incorporation to implement a declassified Board requires the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote on the matter. If you abstain from voting on this matter, your abstention will have the same effect as a vote against the matter. Broker non-votes will have the same effect as a vote against the matter. Proxies submitted pursuant to this solicitation will be voted “FOR” the approval of amendments to the Company’s Certificate of Incorporation to implement a declassified Board, unless specified otherwise.

~~PROPOSAL 3 - TO APPROVE THE HORIZON GLOBAL CORPORATION AMENDED AND RESTATED 2015 EQUITY AND INCENTIVE COMPENSATION PLAN~~

~~THE COMPANY’S BOARD RECOMMENDS THAT STOCKHOLDERS VOTE~~ “~~FOR~~”~~THE APPROVAL OF THE HORIZON GLOBAL CORPORATION AMENDED AND RESTATED 2015 EQUITY AND INCENTIVE COMPENSATION PLAN.~~

~~General~~

On June 10, 2015, TriMas Corporation, as our sole stockholder at the time, approved the Horizon Global Corporation 2015 Equity and Incentive Compensation Plan (the “2015 Plan”) in anticipation of our spin-off as an independent, publicly traded company. On March 8, 2016, upon recommendation by the Compensation Committee, the Board unanimously approved and adopted, subject to the approval of our stockholders, the Horizon Global Corporation Amended and Restated 2015 Equity and Incentive Compensation Plan (the “Amended 2015 Plan”), and our stockholders approved the Amended 2015 Plan at the 2016 Annual Meeting of Stockholders.

~~On February 14, 2018, upon recommendation by the Compensation Committee, our Board unanimously approved and adopted, subject to the approval~~ of our stockholders at the Annual ~~Meeting,~~Meeting.

RESOLVED, that the stockholders hereby inform the Board of Directors of Horizon Global Corporation (the “Company”), that the stockholders recommend that the Board of Directors immediately take the necessary steps to achieve a ~~further amendment and restatement, in its entirety,~~sale, merger, or other disposition of the ~~Amended 2015 Plan (the “Second Amended 2015 Plan”). The Second Amended 2015 Plan continues to afford the Compensation Committee the flexibility to design equity-based compensatory awards~~Company on terms that ~~are responsive to the Company’s business needs and authorizes a variety of awards designed to advance the interests and long-term success of the Company.~~will maximize stockholder value as expeditiously as possible.

Supporting Statement

The ~~Second Amended 2015 Plan amends and restates in its entirety the Amended 2015 Plan. If the Second Amended 2015 Plan is approved by stockholders at the Annual Meeting, it will be effective as~~pursuit of ~~the date~~a sale, merger, or other disposition of the Annual Meeting. However, to clarify: the terms and conditions of the Second Amended 2015 Plan, to the extent they differ from the terms and conditions of either the 2015 Plan or the Amended 2015 Plan, do not apply to or otherwise impact previously granted or outstanding awards under the 2015 Plan or the Amended 2015 Plan, as applicable. Outstanding awards under the 2015 Plan and the Amended 2015 Plan will continue in effect in accordance with their terms. If the Second Amended 2015 Plan is not approved by our stockholders, no awards will be made under the Second Amended 2015 Plan, and the Amended 2015 Plan will remain in effect.

Our principal reason for amending and restating the Amended 2015 Plan is to increase the number of shares of Common Stock available for issuance. The Second Amended 2015 Plan will increase the maximum number of shares available for awards from 2,000,000 to 4,350,000, an increase of 2,350,000 shares (or 9.4% of our outstanding Common Stock as of March 5, 2018).

~~While the primary purpose of amending and restating the Amended 2015 Plan is to permit an increase in the shares available for awards under the Amended 2015 Plan,~~ the Company is ~~also proposing to make certain substantive changes from~~warranted in light of Horizon’s persistent underperformance. For the ~~Amended 2015 Plan to, as further described below to~~one year period ended October 31, 2018, the ~~extent material, in addition to certain other conforming~~Company has declined by -65.4%, and ~~non-substantive changes:~~


▪	~~extend the term of the plan document;~~


▪	~~clarify some of the share counting mechanics;~~


▪	~~clarify the minimum vesting provisions of the plan document;~~


▪	~~revise the non-employee director compensation limit included in the plan document;~~


▪	~~provide additional discretion to the Compensation Committee for treating outstanding awards in the event of a change in control;~~


▪	~~revise certain provisions regarding the payment of dividends and dividend equivalents; and~~


▪	~~clarify the plan amendment provisions.~~

~~Why We Believe You Should Vote~~ for ~~Proposal 3~~the two year period ended October 31, 2018, the Company has declined by -71.98%, while the S&P 500 has appreciated by +6.19% for the one year period ended October 31, 2018 and +31.28% for the two year period ended October 31, 2018.

The ~~Second Amended 2015 Plan authorizes our Compensation Committee to provide cash~~Independent Directors receive substantial board fees while owning very little stock, most of which was obtained as stock awards as evidenced by the chart below (each owns less than 1%, and ~~equity-based compensation~~ in the ~~form~~aggregate they all own less than 1%). As the Independent Directors have virtually NO SKIN IN THIS GAME, and the Company has persistently underperformed under their oversight, it appears that they are not aligned with the interests of ~~options, appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents~~shareholders and ~~other awards that may be denominated~~are not managing the Company in the best interests of its shareholders. Consequently, they should act to sell, merge, or payable in, based on or related to shares of Common Stock, for the purpose of providing our non-employee directors, officers and other employees (and those of our subsidiaries), and certain non-employees who perform employee functions, incentives and rewards for performance. Somedispose of the ~~key features of the Second Amended 2015 Plan~~Company on terms that ~~reflect our commitment to effective management of equity and incentive compensation are set forth below in this subsection.~~

The use of Common Stock as part of our compensation program is important because it fosters a pay-for-performance culture that is an important element of our overall compensation philosophy. We believe equity compensation provides additional motivationwill maximize stockholder value.

for directors and employees to create stockholder value because the value such individuals realize from their equity compensation is based on our stock price performance. Equity compensation also aligns the compensation interests of our directors and employees with the investment interests of our stockholders and promotes a focus on long-term value creation, because our equity compensation awards are subject to vesting and/or performance criteria.

As of March 5, 2018, 255,335 shares of Common Stock remained available for issuance under the Amended 2015 Plan. If the Second Amended 2015 Plan is not approved, we may be compelled to increase significantly the cash component of our employee and director compensation, which may not necessarily align compensation interests with the investment interests of our stockholders. Replacing equity awards with cash also would increase cash compensation expense and use cash that could be better utilized if reinvested in our businesses or returned to our stockholders.

The following includes aggregated information regarding the overhang and dilution associated with the Amended 2015 Plan and the potential dilution associated with the Second Amended 2015 Plan. This information is as of March 5, 2018. As of that date, there were approximately 25,009,582 shares of Common Stock outstanding.

~~Under the Amended 2015 Plan~~


▪	Outstanding full-value awards (restricted stock, time-based restricted stock units, and performance-based stock units, based on maximum performance): 1,082,417 shares (4.33% of our outstanding Common Stock);


▪	~~Outstanding options: 332,497 shares (1.33% of our outstanding Common Stock) (outstanding options have an average exercise price of $10.38 and an average remaining term of 7.6 years);~~


▪	~~Total shares of Common Stock subject to outstanding awards, as described above (full-value awards and options): 1,414,914 shares (5.66% of our outstanding Common Stock);~~


▪	~~Total shares of Common Stock available for future awards under the Amended 2015 Plan: 255,335 shares (1.02% of our outstanding Common Stock); and~~


▪	The total number of shares of Common Stock subject to outstanding awards (1,414,914 shares), plus the total number of shares available for future awards, under the Amended 2015 Plan (255,335 shares), represents a current overhang percentage of 6.68% (in other words, the potential dilution of our stockholders represented by the Amended 2015 Plan).

~~Under the Second Amended 2015 Plan~~


▪	Proposed additional shares of Common Stock available for future awards under the Second Amended 2015 Plan: 2,350,000 shares (9.4% of our outstanding Common Stock - this percentage reflects the simple dilution of our stockholders that would occur if the Second Amended 2015 Plan is approved).

~~Total potential overhang or dilution under the Second Amended 2015 Plan~~

▪

The total shares of Common Stock subject to outstanding awards as of March 5, 2018 (1,414,914 shares), plus the total shares of Common Stock available for future awards under the Amended 2015 Plan as of that date (255,335 shares), plus the proposed additional shares available for future issuance under the Second Amended 2015 Plan (2,350,000 shares), represent a total fully-diluted overhang of 4,020,249 shares (16.07%) under the Second Amended 2015 Plan.

Based on the closing price on the NYSE for our Common Stock on March 5, 2018 of $9.48 per share, the aggregate market value as of March 5, 2018 of the 2,350,000 additional shares of Common Stock requested under the Second Amended 2015 Plan was $22,278,000.

In 2015, 2016 and 2017, we granted awards under the 2015 Plan or Amended 2015 Plan covering 668,018 shares, 536,343 shares, and 258,288 shares, respectively. Approximately 35.68% of the awards granted in 2015 were “replacement awards,” granted as a result of the adjustment of certain awards outstanding under TriMas Corporation’s equity plan at the time of the spin-off. Based on our basic weighted average shares of Common Stock outstanding for those three years of 18,064,491, 18,775,500, and 24,781,349, respectively, for the three-year period 2015-2017, our average burn rate, not taking into account forfeitures, was 2.53% (our individual years’ burn rates were 3.70% for 2015, 2.86% for 2016, and 1.04% for 2017).

In determining the number of shares to request for approval under the Second Amended 2015 Plan, our management team worked with the Compensation Committee and Meridian Compensation Partners, LLC to evaluate a number of factors, including our recent share usage and criteria expected to be utilized by institutional proxy advisory firms in evaluating our proposal for the Second Amended 2015 Plan.

If the Second Amended 2015 Plan is approved, we intend to utilize the shares authorized under the Second Amended 2015 Plan to continue our practice of incentivizing key individuals through annual equity grants. We currently anticipate that the shares requested in connection with the approval of the Second Amended 2015 Plan combined with the shares available for future awards will last for approximately 3 years, based on our recent grant rates and the approximate current share price, but could last for a shorter period of time if actual practice does not match recent rates or our share price changes materially. We recognize that equity compensation awards dilute stockholder equity, so we have carefully managed our equity incentive compensation. Our equity

~~compensation practices are intended to be competitive and consistent with market practices, as well as responsible and mindful of stockholder interests, as described above.~~

As noted below, our Compensation Committee retains full discretion under the Second Amended 2015 Plan to determine the number and amount of awards to be granted under the Second Amended 2015 Plan, subject to the terms of the Second Amended 2015 Plan, and future benefits that may be received by recipients under the Second Amended 2015 Plan are not determinable at this time.

The actual text of the Second Amended 2015 Plan is attached to this proxy statement as Appendix B. The following description of the Second Amended 2015 Plan is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Appendix B.

~~Summary of Material Changes from Amended 2015 Plan~~

~~Increase in shares Available for Awards.The Second Amended 2015 Plan increases the number of shares available for awards by 2,350,000 shares to a total of 4,350,000 shares.~~

~~Extension of Term.The Second Amended 2015 Plan extends the term under which awards may be granted until the tenth anniversary of the date stockholders approve the Second Amended 2015 Plan.~~

~~Revision of~~Independent Director ~~Compensation Limit.~~The Second Amended 2015 Plan revises the non-employee director compensation limit so that, subject to adjustment as provided in the plan, no non-employee director will be granted compensation, in any one calendar year, having an aggregate maximum value at the date of grant (calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of $500,000. The comparable limit in the Amended 2015 Plan applied only to awards granted under such plan.

~~Clarification of Minimum Vesting Provisions.~~The Second Amended 2015 Plan clarifies that (1) the applicable one-year minimum vesting and performance periods under the Second Amended 2015 Plan generally apply to any portion of an award (that is, all portions of an award that vests on a ratable basis are generally subject to the minimum vesting requirements) and (2) the minimum vesting periods under the plan do not limit the discretionary vesting authority of the Compensation Committee or the ability of the Compensation Committee to design or operate awards that vest sooner on certain events (including retirement, death or disability, or a change in control).

~~Expansion of Change in Control Acceleration or Continued Vesting Treatment Provision.~~The Amended 2015 Plan provides that the Compensation Committee may provide for accelerated vesting of awards in the event of a change in control only where a participant experiences a qualifying termination within a particular period of time after the change in control or where the award is not assumed or converted into a replacement award in connection with the change in control. The Second Amended 2015 Plan expands these provisions to give the Compensation Committee discretion to determine the treatment of awards in the event of a change in control rather than “hard wiring” such treatment into the plan document itself.

~~Revision to Certain Dividends and Dividends and Dividend Equivalents Provisions.~~ The Amended 2015 Plan provides that dividends on restricted shares must be deferred and paid contingent on the earning of the underlying award only with respect to performance-based awards. The Second Amended 2015 Plan extends this requirement that dividends on restricted stock must be deferred and paid contingent on the earning of the underlying award to service-based restricted stock awards (not just performance-based awards), and applies this same requirement to dividends and dividend equivalents on restricted stock units and other awards granted under the Second Amended 2015 Plan.

~~Clarification of Amendment Provisions.~~The Second Amended 2015 Plan clarifies that the plan amendments that require stockholder approval (as enumerated in the plan document) are included for purposes of applicable stock exchange rules and do not prohibit equitable antidilution adjustments as provided for under the Second Amended 2015 Plan.

~~Section 162(m)~~

Section 162(m) of the Code generally disallows a deduction for certain compensation paid to certain executive officers (and, beginning in 2018, certain former executive officers) to the extent that compensation to a covered employee exceeds $1 million for such year. Compensation qualifying for a performance-based exception as “qualified performance-based compensation” under Section 162(m) of the Code has historically not been subject to the deduction limit if the compensation satisfies the requirements of Section 162(m) of the Code. This exception has now been repealed, effective for taxable years beginning after December 31, 2017, unless certain transition relief for certain compensation arrangements in place as of November 2, 2017 is available. The Second Amended 2015 Plan retains certain legacy provisions that were originally included in the 2015 Plan and/or Amended 2015 Plan to help potentially qualify awards granted under the 2015 Plan or the Amended 2015 Plan for the performance-based exception

to the $1 million tax deductibility cap under Code Section 162(m) (provided that such awards were intended to qualify for the performance-based exception). To be clear, stockholders are not being asked to approve the Second Amended 2015 Plan (or any of its provisions) for purposes of Section 162(m) of the Code or the performance-based exception. Currently, the Company does not anticipate that it will be able to make any future grants under the Second Amended 2015 Plan that will be intended to qualify for the performance-based exception; thus, while those terms are described in this proposal, unless the transition relief described above should apply, the Company does not expect that such Code Section 162(m)-related provisions will be material or operable for purposes of future grants made under the Second Amended 2015 Plan.

~~Second Amended 2015 Plan Highlights~~

~~Administration.The Second Amended 2015 Plan will generally be administered by the Compensation Committee.~~

~~Reasonable Second Amended 2015 Plan Limits.~~Subject to adjustment as described in the Second Amended 2015 Plan, total awards under the Second Amended 2015 Plan are limited to 4,350,000 shares (2,000,000 of which were approved in 2015 and 2,350,000 of which are anticipated to be approved by the Company’s stockholders in 2018), plus any shares recycled into the Second Amended 2015 Plan as described below. These shares may be shares of original issuance or treasury shares or a combination of the two.

~~The Second Amended 2015 Plan also provides that, subject to adjustment as described in the Second Amended 2015 Plan:~~


▪	the aggregate number of shares of Common Stock actually issued or transferred upon the exercise of incentive stock options (“Incentive Stock Options” or “ISOs”), will not exceed 4,350,000 shares of Common Stock;


▪	~~no participant will be granted stock options and/or appreciation rights (“SARs”), in the aggregate, for more than 250,000 shares of Common Stock during any calendar year;~~


▪	no participant will be granted awards of restricted shares, restricted stock units, performance shares and/or other stock-based awards that are Qualified Performance-Based Awards, in the aggregate, for more than 500,000 shares of Common Stock during any calendar year;


▪	no participant in any calendar year will receive an award of performance units and/or other awards payable in cash (other than cash incentive awards) that are Qualified Performance-Based Awards, having an aggregate maximum value as of their respective grant dates in excess of $2,500,000;


▪	~~no participant in any calendar year will receive a cash incentive award that is a Qualified Performance-Based Award having an aggregate maximum value in excess of $5,000,000;~~


▪	no non-employee director will be granted, in any calendar year, compensation for such service having an aggregate maximum value (measured at the date of grant as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of $~~500,000; and~~

▪

subject to the discretionary vesting provisions of the Second Amended 2015 Plan, up to 5% of the maximum number of shares of Common Stock available for awards under the Second Amended 2015 Plan may be used for awards under the Second Amended 2015 Plan that do not at grant comply with the applicable one-year minimum vesting or performance period requirements (further described below) applicable to such awards.

A “Qualified Performance-Based Award” is any cash incentive award or award of performance shares, performance units, restricted shares, restricted stock units, or Other Awards (as defined below), granted to certain “covered employees” (as defined in Section 162(m) of the Code) that is intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the Code. We do not anticipate granting any future awards under the Second Amended 2015 Plan that will be designed to be Qualified Performance-Based Awards.

~~Allowances for Conversion Awards and Assumed Plans.~~ Common Stock issued or transferred under awards granted under the Second Amended 2015 Plan in substitution for or conversion of, or in connection with an assumption of, stock options, SARs, restricted shares, restricted stock units or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with us or any of our subsidiaries will not count against (or be added back to) the aggregate share limit or other Second Amended 2015 Plan limits described above. Additionally, shares available under certain plans that we or our subsidiaries may assume in connection with corporate transactions from another entity may be available for certain awards under the Second Amended 2015 Plan, under circumstances further described in the Second Amended 2015 Plan, but will not count against the aggregate share limit or other Second Amended 2015 Plan limits described above.

~~Limited Share Recycling Provisions.~~ If any award granted under the Second Amended 2015 Plan is canceled or forfeited, expires or is settled for cash (in whole or in part), or is unearned (in whole or in part), the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available under the Second Amended 2015 Plan. The following shares of Common Stock will not be added (or added back, as applicable) to the

aggregate share limit under the Second Amended 2015 Plan: (1) shares withheld by us in payment of the exercise price of an option; (2) shares tendered or otherwise used in payment of an option’s exercise price; (3) shares withheld or otherwise used to satisfy a tax withholding obligation with respect to stock options or SARs; and (4) shares that are repurchased by us with stock option proceeds. However, shares of Common Stock withheld or otherwise used to satisfy a tax withholding obligation with respect to awards other than stock options or SARs will be added (or added back) to the aggregate share limit (subject to certain limitations described in the Second Amended 2015 Plan). Further, all shares of Common Stock covered by SARs that are exercised and settled in shares, whether or not all shares of Common Stock covered by the SARs are actually issued to the participant upon exercise, will not be added back to the aggregate number of shares available under the Second Amended 2015 Plan. If a participant elects to give up the right to receive compensation in exchange for shares of Common Stock based on fair market value, such shares of Common Stock will not count against the aggregate number of shares available under the Second Amended 2015 Plan.

~~Minimum Vesting Periods/Double-Trigger Change in Control.~~ The Second Amended 2015 Plan provides that, except for the discretionary acceleration provisions of the Second Amended 2015 Plan, and except for awards under which up to an aggregate of 5% of the maximum number of shares of Common Stock available under the Second Amended 2015 Plan may be granted:

▪

Time-based restrictions on stock options, SARs, restricted shares, restricted stock units and other share-based awards (or any portion of such awards) may not lapse solely by the passage of time sooner than after one year, unless the Compensation Committee specifically provides for those restrictions to lapse sooner, including (1) by virtue of the retirement, death or disability of a participant or (2) in the event of a change in control; and

▪

If restrictions on stock options, SARs, restricted shares, restricted stock units and other share-based awards lapse upon the achievement of management objectives, the applicable performance period with respect to any portion of the award must be at least one year, and the performance period for performance shares and performance units (or any portion thereof) must be at least one year, unless the Compensation Committee specifically provides for earlier lapse or modification, including by virtue of the retirement, death or disability of a participant or a change in control.

~~No Repricing Without Stockholder Approval.~~ The repricing of options and SARs (outside of certain corporate transactions or adjustment events described in the Second Amended 2015 Plan) is prohibited without stockholder approval under the Second Amended 2015 Plan.

~~Control Definition.The Second Amended 2015 Plan includes a definition of “change in control,” which is set forth below.~~

~~Exercise or Base Price Limitations.~~ The Second Amended 2015 Plan provides that, except with respect to converted, assumed or substituted awards as described in the Second Amended 2015 Plan, no stock options or SARs will be granted with an exercise or base price less than the fair market value of our Common Stock on the date of grant.

~~Summary of Other Material Terms of the Second Amended 2015 Plan~~

~~Administration.~~ The Second Amended 2015 Plan will generally be administered by the Compensation Committee (or its successor), or any other committee of the Board designated by the Board to administer the Second Amended 2015 Plan. References to the “Compensation Committee” in this Proposal 3 refer to the Compensation Committee or such other committee designated by the Board, as applicable. The Compensation Committee may from time to time delegate all or any part of its authority under the Second Amended 2015 Plan to any subcommittee thereof. Any interpretation, construction and determination by the Compensation Committee of any provision of the Second Amended 2015 Plan, or of any agreement, notification or document evidencing the grant of awards under the Second Amended 2015 Plan, will be final and conclusive. To the extent permitted by applicable law, the Compensation Committee may delegate to one or more of its members or to one or more officers, or to one or more agents or advisors of the Company, such administrative duties or powers as it deems advisable. In addition, the Compensation Committee may by resolution, subject to certain restrictions set forth in the Second Amended 2015 Plan, authorize one or more officers of the Company to (1) designate employees to be recipients of awards under the Second Amended 2015 Plan, and (2) determine the size of such awards. However, the Compensation Committee may not delegate such responsibilities to officers for awards granted to certain employees who are subject to the reporting requirements of Section 16 of the Exchange Act or subject to Section 162(m) of the Code.

~~Eligibility.~~ Any person who is selected by the Compensation Committee in its discretion to receive benefits under the Second Amended 2015 Plan and who is at that time an officer or other employee of the Company or any of its subsidiaries (including a person who has agreed to commence serving in such capacity within 90 days of the date of grant) is eligible to participate in the Second Amended 2015 Plan. In addition, certain persons who provide services to the Company or any of its subsidiaries that are equivalent to those typically provided by an employee (provided that such persons satisfy the Form S-8 definition of “employee”), and non-employee directors of the Company, may also be selected by the Compensation Committee in its discretion to participate in the Second Amended 2015 Plan. As of March 5, 2018, there were approximately 38 employees, 9 non-employee directors and 0 other non-employees of the Company expected to participate in the Second Amended 2015 Plan. If an eligible person is selected

by the Compensation Committee to receive an award under the Second Amended 2015 Plan, such person is not guaranteed to receive any future awards under the Second Amended 2015 Plan. The basis for participation in the Second Amended 2015 Plan by eligible persons is the selection of such persons by the Compensation Committee in its discretion.

~~Shares Available for Awards under the Second Amended 2015 Plan.Subject to adjustment as described in the Second Amended 2015 Plan, the number of shares of Common Stock available under the Second Amended 2015 Plan for awards of:~~


▪	~~Stock options or appreciation rights;~~


▪	~~Restricted shares;~~


▪	~~Restricted stock units;~~


▪	~~Performance shares or performance units;~~


▪	~~Other stock-based awards under the Second Amended 2015 Plan; or~~


▪	~~dividend equivalents paid with respect to awards under the Second Amended 2015 Plan;~~

will be, in the aggregate, 4,350,000 shares of Common Stock (2,000,000 of which were approved in 2015 and 2,350,000 of which are anticipated to be approved by the Company’s stockholders in 2018), plus any shares of Common Stock that become available under the Second Amended 2015 Plan as a result of forfeiture, cancellation, expiration, or cash settlement of awards (the “Available Shares”). The Available Shares may be shares of Common Stock of original issuance, treasury shares or a combination of the two.

~~Share Counting.~~ The aggregate number of shares of Common Stock available under the Second Amended 2015 Plan will be reduced by one share of Common Stock for every one share of Common Stock subject to an award granted under the Second Amended 2015 Plan, subject to the share counting rules described above under “Second Amended 2015 Plan Highlights.”

~~Types of Awards Under the Second Amended 2015 Plan.~~Pursuant to the Second Amended 2015 Plan, the Company may grant stock options (including “incentive stock options�� as defined in Section 422 of the Code (or “Incentive Stock Options”)), appreciation rights, restricted shares, restricted stock units, performance shares, performance units, cash incentive awards, and certain other awards based on or related to our Common Stock.

Generally, each grant of an award under the Second Amended 2015 Plan will be evidenced by an award agreement or agreements, or an Evidence of Award, which will contain such terms and provisions as the Compensation Committee may determine, consistent with the Second Amended 2015 Plan. A brief description of the types of awards which may be granted under the Second Amended 2015 Plan is set forth below.

~~Stock Options.~~ A stock option is a right to purchase Common Stock upon exercise of the stock option. Stock options granted to an employee under the Second Amended 2015 Plan may consist of either an Incentive Stock Option, a non-qualified stock option that does not comply with those requirements, or a combination of both. Incentive Stock Options may only be granted to employees of the Company or certain of our related corporations. Except with respect to awards issued in substitution for, in conversion of, or in connection with an assumption of stock options held by awardees of an entity engaging in a corporate acquisition or merger with us or any of our subsidiaries, Incentive Stock Options and non-qualified stock options must have an exercise price per share that is not less than the fair market value of a share of Common Stock on the date of grant. The term of a stock option may not extend more than ten years after the date of grant.

Each grant of a stock option will specify the applicable terms of the stock option, including the number of shares of Common Stock subject to the stock option and the applicable vesting and forfeiture provisions. However, generally no portion of any grant of stock options may become exercisable sooner than after one year or a one-year performance period. Notwithstanding the minimum vesting provisions of the Second Amended 2015 Plan, a grant of stock options may provide for the earlier exercise of the stock options, including in the event of retirement, death or disability of the participant or in the event of a change in control of the Company.

Any grant of stock options may specify management objectives that must be achieved as a condition to the exercise of the stock options. However, we do not anticipate granting any future awards of stock options that will be designed to be Qualified Performance-Based Compensation. In addition, each grant will specify the form of consideration to be paid in satisfaction of the exercise price, which may include: (1) cash or check acceptable to the Company, or wire transfer of immediately available funds; (2) the actual or constructive transfer to the Company of Common Stock owned by the participant (or certain other consideration permitted under the Second Amended 2015 Plan) with a value at the time of exercise that is equal to the total exercise price; (3) subject to any conditions or limitations established by the Compensation Committee, by a net exercise arrangement pursuant to which the Company will withhold Common Stock otherwise issuable upon exercise of a stock option; (4) by a combination of the foregoing methods; and (5) such other methods as may be approved by the Compensation Committee. To the extent permitted by law, any grant may provide for deferred payment of the exercise price from the proceeds of a sale through a bank or broker of some or all of the shares to which the exercise relates. Stock options granted under the Second Amended 2015 Plan may not

~~provide for dividends or dividend equivalents. The exercise of a stock option will result in the cancellation on a share-for-share basis of any Tandem SAR (as described below).~~

~~Appreciation Rights.~~The Second Amended 2015 Plan provides for the grant of SARs, which may be granted as either Tandem SARs or Free-Standing SARs. A Tandem SAR is a SAR that is granted in tandem with a stock option or similar right. A Free-Standing SAR is a SAR that is not granted in tandem with a stock option or similar right. A SAR is a right, exercisable by the surrender of a related stock option (if a Tandem SAR) or by itself (if a Free-Standing SAR), to receive from us an amount equal to 100%, or such lesser percentage as the Compensation Committee may determine, of the spread between the base price (or option exercise price if a Tandem SAR) and the value of our Common Stock on the date of exercise. Tandem SARs may be granted at any time prior to the exercise or termination of the related stock options, but a Tandem SAR awarded in relation to an Incentive Stock Option must be granted concurrently with such Incentive Stock Option.

Each grant of a SAR will be evidenced by an Evidence of Award which specifies the applicable terms and conditions of such award, including any vesting and forfeiture provisions. However, no portion of any grant of SARs may be exercisable sooner than after one year or a one-year performance period. Notwithstanding the minimum vesting provisions of the Second Amended 2015 Plan, a grant of SARs may provide for earlier exercise, including in the case of retirement, death or disability of the participant or in the event of a change in control of the Company. Any grant of SARs may specify management objectives that must be achieved as a condition of the exercise of such SARs. However, we do not anticipate granting any future awards of SARs that will be designed to be Qualified Performance-Based Awards. A SAR may be paid in cash, Common Stock or any combination of the two. Except with respect to awards issued in substitution for, in conversion of, or in connection with an assumption of appreciation rights held by awardees of an entity engaging in a corporate acquisition or merger with us or any of our subsidiaries, the base price of a SAR may not be less than the fair market value of a share of Common Stock on the date of grant. The term of a SAR may not extend more than ten years from the date of grant.

Tandem SARs may be exercised only at a time when the related stock options are also exercisable and the spread (the excess of the fair market value of a share of Common Stock over the exercise price) is positive, by surrender of the related stock option for cancellation. SARs granted under the Second Amended 2015 Plan may not provide for dividends or dividend equivalents.

~~Restricted Shares.~~Restricted shares constitute an immediate transfer of the ownership of Common Stock to the participant in consideration of the performance of services, entitling such participant to dividend, voting and other ownership rights, subject to the substantial risk of forfeiture and restrictions on transfer determined by the Compensation Committee for a period of time determined by the Compensation Committee or until certain management objectives specified by the Compensation Committee are achieved. Each such grant or sale of restricted shares may be made without additional consideration or in consideration of a payment by the participant that is less than the fair market value per share of Common Stock on the date of grant. If the elimination of the restrictions is based solely on the passage of time, the period of time with respect to any portion of the grant of restricted shares will be no shorter than one year.

Any grant of restricted shares may specify management objectives that, if achieved, will result in termination or early termination of the restrictions applicable to the restricted shares, but, for restricted shares that vest upon the achievement of management objectives, the performance period with respect to any portion of the restricted shares must be at least one year. Any grant of restricted shares may require that any or all dividends or distributions paid on restricted shares that remain subject to a substantial risk of forfeiture be automatically deferred and reinvested in additional restricted shares, which may be subject to the same restrictions as the underlying restricted shares. However, dividends or other distributions on restricted shares will be deferred until and paid contingent upon the vesting of the related restricted shares. Each grant of restricted shares will be evidenced by an Evidence of Award which specifies the applicable terms and conditions of such award, including any vesting and forfeiture provisions.

Any grant or sale of restricted shares may provide for the earlier termination of restrictions on such restricted shares, including in the event of retirement, death or disability of the participant or a change in control of the Company, except in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of the participant or a change in control of the Company) where such early termination would cause the award to fail to so qualify. We do not anticipate granting any future awards of restricted shares that will be designed to be Qualified Performance-Based Awards.

~~Restricted Stock Units.~~ Restricted stock units awarded under the Second Amended 2015 Plan constitute an agreement by the Company to deliver Common Stock, cash, or a combination thereof, to the participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include the achievement of management objectives) during the restriction period as the Compensation Committee may specify. Each grant or sale of restricted stock units may be made without additional consideration or in consideration of a payment by the participant that is less than the fair market value of our Common Stock on the date of grant. During the restriction period applicable to restricted stock units, the participant will have no right to transfer any rights under the award and will have no rights of ownership in the shares of Common Stock underlying the restricted stock units and no right to vote them. Rights to dividend equivalents may be extended to and made part of any restricted stock unit award at the discretion of and on the terms determined by the Compensation Committee, on deferred

and contingent basis, either in cash or in additional Common Stock, but dividend equivalents or other distributions on Common Stock under the restricted stock units will be deferred until and paid contingent upon the vesting of the related restricted stock units. Each grant of a restricted stock unit award will be evidenced by an Evidence of Award which specifies the applicable terms and conditions of such award, including any vesting and forfeiture provisions. Each grant of restricted stock units will specify that the amount payable with respect to such restricted stock units will be paid in cash, Common Stock, or a combination of the two.

If the restriction period applicable to any grant of restricted stock units lapses only by the passage of time, it will be no shorter (with respect to any portion of the award) than one year. If a grant of restricted stock units specifies that the restriction period will terminate only upon the achievement of management objectives or that the restricted stock units will be earned based on the achievement of management objectives, then the applicable performance period with respect to any portion of the restricted stock units must be at least one year. Any grant or sale of restricted stock units may provide for the earlier lapse or other modification of the restriction period, including in the event of retirement, death or disability of the participant or a change in control of the Company, except in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of the participant or a change in control of the Company) where such early lapse or modification would cause the award to fail to so qualify. We do not anticipate granting any future awards of restricted stock units that will be designed to be Qualified Performance-Based Awards.

~~Cash Incentive Awards, Performance Shares, and Performance Units.~~ Performance shares, performance units and cash incentive awards may also be granted to participants under the Second Amended 2015 Plan. A performance share is a bookkeeping entry that records the equivalent of one share of Common Stock, and a performance unit is a bookkeeping entry that records a unit equivalent to $1.00 or such other value as determined by the Compensation Committee. Each grant will specify the number or amount of performance shares or performance units, or the amount payable with respect to cash incentive awards, being awarded, which number or amount may be subject to adjustment to reflect changes in compensation or other factors. However, no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of the participant or a change in control of the Company) where it would result in the loss of the otherwise available exemption under Section 162(m) of the Code. We do not anticipate granting any future awards of performance shares, performance units or cash incentive awards that will be designed to be Qualified Performance-Based Awards.

These awards, when granted under the Second Amended 2015 Plan, become payable to participants upon of the achievement of specified management objectives and upon such terms and conditions as the Compensation Committee determines at the time of grant. Each grant may specify with respect to the management objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of performance shares or performance units, or the amount payable with respect to cash incentive awards, that will be earned if performance is at or above the minimum or threshold level, or is at or above the target level but falls short of maximum achievement. Each grant will specify the time and manner of payment of cash incentive awards, performance shares or performance units that have been earned, and any grant may further specify that any such amount may be paid or settled by the Company in cash, Common Stock, restricted shares, restricted stock units or any combination thereof. Any grant of performance shares may provide for the payment of dividend equivalents in cash or in additional Common Stock, subject to deferral and payment on a contingent basis based on the participant’s earning of the performance shares with respect to which such dividend equivalents are paid. Performance units granted under the Second Amended 2015 Plan may not provide for dividends or dividend equivalents thereon. Each grant of performance shares, performance units or cash incentive awards will be evidenced by an Evidence of Award which specifies the applicable terms and conditions of such award, including any vesting and forfeiture provisions.

The performance period with respect to a cash incentive award, performance share, or performance unit (and any portion of such awards) will be a period of time (not less than one year) determined by the Compensation Committee on the grant date. The performance period may be subject to earlier lapse or modification, including in the event of retirement, death or disability of the participant or a change in control of the Company. However, no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of the participant or a change in control of the Company) where it would result in the loss of the otherwise available exemption under Section 162(m) of the Code.

~~Other Awards.~~ The Compensation Committee may grant such other awards (“Other Awards”) that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Stock or factors that may influence the value of such Common Stock, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of Common Stock, purchase rights for Common Stock, awards with value and payment contingent upon performance of the Company or specified subsidiaries, affiliates or other business units or any other factors designated by the Compensation Committee, and awards valued by reference to the book value of the Common Stock or the value of securities of, or the performance of the subsidiaries, affiliates or other business units of the Company. The terms and conditions of any such awards will be determined by the Compensation Committee. Common Stock delivered under an award in the nature of a purchase right granted under the Second Amended 2015 Plan will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, Common Stock, other awards, notes or other property, as the Compensation Committee determines.

In addition, the Compensation Committee may grant cash awards, as an element of or supplement to any other awards granted under the Second Amended 2015 Plan. The Compensation Committee may also grant Common Stock as a bonus, or may grant other awards in lieu of obligations of the Company or a subsidiary to pay cash or deliver other property under the Second Amended 2015 Plan or under other plans or compensatory arrangements, subject to terms determined by the Compensation Committee in a manner than complies with Section 409A of the Code. The Compensation Committee may, at or after the date of grant, authorize the payment of dividends or dividend equivalents on Other Awards on a deferred and contingent basis, either in cash or in additional shares of Common Stock. However, dividend equivalents or other distributions on Common Stock underlying Other Awards will be deferred until and paid contingent upon the earning of such awards.

If the earning or vesting of, or elimination of restrictions applicable to, Other Awards is based only on the passage of time rather than the achievement of management objectives, the period of time will be no shorter than one year with respect to any portion of the award. If the earning or vesting of, or elimination of restrictions applicable to, Other Awards is based on the achievement of management objectives, the performance period must be at least one year with respect to any portion of such awards. Any grant of an Other Award may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death, or disability of the participant or a change in control of the Company. However, no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of the participant or a change in control of the Company) where it would result in the loss of the otherwise available exemption under Section 162(m) of the Code. We do not anticipate granting any future Other Awards that will be designed to be Qualified Performance-Based Awards.

~~Change in Control.~~The Second Amended 2015 Plan includes a definition of “change in control.” In general, except as may be otherwise prescribed by the Compensation Committee in any Evidence of Award, a change of control will be deemed to have occurred if: (1) a person or group becomes the beneficial owner of 35% or more of our then-outstanding Common Stock or the combined voting power of our then-outstanding securities entitled to vote generally in the election of directors, subject to certain exceptions; (2) individuals who constituted the Board cease for any reason to constitute at least a majority of the Board, unless their replacements are approved as described in the Second Amended 2015 Plan (subject to certain exceptions); (3) the Company closes a reorganization, merger, consolidation, significant sale of assets or other similar transaction resulting in a substantial change in its ownership or leadership, as further described in the Second Amended 2015 Plan; or (4) the Company’s stockholders approve its complete liquidation or dissolution.

~~Management Objectives; Qualified Performance-Based Awards.~~Legacy provisions retained in the Second Amended 2015 Plan permits the Company to grant both Qualified Performance-Based Awards and awards that are not intended to be Qualified Performance-Based Awards, and provides that any of the awards set forth above may be granted subject to the achievement of specified management objectives. We expect that all future performance-based awards will either not be intended to qualify, or will not be able to qualify, for the historical Code Section 162(m) performance-based exception (as Qualified Performance-Based Awards).

Management objectives are defined as the measurable performance objective or objectives established pursuant to the Second Amended 2015 Plan for participants who have received grants of performance shares, performance units or cash incentive awards or, when so determined by the Compensation Committee, stock options, appreciation rights, restricted shares, restricted stock units, dividend equivalents or Other Awards. Management objectives may be described in terms of company-wide objectives or objectives that are related to the performance of the individual participant or of one or more of the subsidiaries, divisions, departments, regions, functions or other organizational units within the Company or its subsidiaries. The management objectives may be made relative to the performance of other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance objectives themselves.

Although we do not expect to design future performance-based awards to be Qualified Performance-Based Awards, under legacy provisions retained in the Second Amended 2015 Plan, the management objectives applicable to any Qualified Performance-Based Award to a covered employee must be based on one or more, or a combination, of the following metrics:


▪	Profits (e.g., gross profit, EBITDA, operating income, EBIT, EBT, net income, net sales, cost of sales, earnings per share, residual or economic earnings, inventory turnover, operating profit, economic profit - these profitability metrics could be measured before certain specified special items and/or subject to GAAP definition);


▪	Cash Flow (e.g., free cash flow, free cash flow with or without specific capital expenditure target or range, including or excluding divestments and/or acquisitions, net cash provided by operating activities, net increase (or decrease) in cash and cash equivalents, total cash flow, cash flow in excess of cost of capital or residual cash flow or cash flow return on investment);


▪	~~Returns (e.g., profits or cash flow returns on: assets, invested capital, net capital employed, and equity);~~


▪	~~Working Capital (e.g., working capital divided by sales, days’ sales outstanding, days’ sales inventory, and days’ sales in payables);~~


▪	~~Profit Margins (e.g., profits divided by revenues, gross margins and material margins divided by revenues);~~


▪	~~Liquidity Measures (e.g., debt-to-capital, debt-to-EBITDA, total debt ratio);~~

▪

Sales Growth, Gross Margin Growth, Cost Initiative and Stock Price Metrics (e.g., revenues, revenue growth, revenue growth outside the United States, gross margin and gross margin growth, material margin and material margin growth, stock price appreciation, market capitalization, total return to stockholders, sales and administrative costs divided by sales, and sales and administrative costs divided by profits); and

▪

Strategic Initiative Key Deliverable Metrics consisting of one or more of the following: product development, strategic partnering, research and development, vitality index, market penetration, market share, geographic business expansion goals, cost targets, selling, general and administrative expenses, customer satisfaction, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, productivity, economic value added (or another measure of profitability that considers the cost of capital employed), product quality, sales of new products, and goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures.

Additionally, in the case of a Qualified Performance-Based Award, each such management objective must be objectively determinable to the extent required under Section 162(m) of the Code, and, unless otherwise determined by the Compensation Committee and to the extent consistent with Section 162(m) of the Code, will exclude the effects of certain designated items identified at the time of grant. If the Compensation Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the management objectives unsuitable, the Compensation Committee may in its discretion modify such management objectives or the related minimum acceptable level of achievement, in whole or in part, as the Compensation Committee deems appropriate and equitable, except in the case of a Qualified Performance-Based Award (other than in connection with a change in control of the Company) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Compensation Committee will not make any modification of the management objectives or minimum acceptable level of achievement with respect to such covered employee.

~~Transferability of Awards.~~Except as otherwise provided by the Compensation Committee, no stock option, appreciation right, restricted share, restricted stock unit, performance share, performance unit, cash incentive award, Other Award or dividend equivalents paid with respect to awards made under the Second Amended 2015 Plan may be transferred by a participant except by will or the laws of descent and distribution. In no event will any such award granted under the Second Amended 2015 Plan be transferred for value. Except as otherwise determined by the Compensation Committee, stock options and appreciation rights will be exercisable during the participant’s lifetime only by him or her or, in the event of the participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the participant in a fiduciary capacity under state law or court supervision.

The Compensation Committee may specify at the grant date that all or part of the shares of Common Stock that are subject to awards under the Second Amended 2015 Plan will be subject to further restrictions on transfer.

~~Adjustments; Corporate Transactions.~~ The Compensation Committee will make or provide for such adjustments in the: (1) numbers of shares of Common Stock covered by outstanding stock options, appreciation rights, restricted shares, restricted stock units, performance shares and performance units granted under the Second Amended 2015 Plan; (2) if applicable, number of shares of Common Stock covered by Other Awards granted pursuant to the Second Amended 2015 Plan; (3) exercise price or base price provided in outstanding stock options and appreciation rights; (4) kind of shares covered thereby; (5) cash incentive awards; and (6) other award terms, as the Compensation Committee in its sole discretion in good faith determines to be equitably required in order to prevent dilution or enlargement of the rights of participants that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities or (c) any other corporate transaction or event having an effect similar to any of the foregoing.

In the event of any such transaction or event, or in the event of a change in control of the Company, the Compensation Committee will provide in substitution for any or all outstanding awards under the Second Amended 2015 Plan such alternative consideration (including cash), if any, as it may in good faith determine to be equitable under the circumstances and will require the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each stock option or appreciation right with an exercise price greater than the consideration offered in connection with any such transaction or event or change in control of the Company, the Compensation Committee may in its discretion elect to cancel such stock option or appreciation right without any payment to the person holding such stock option or appreciation right. The Compensation Committee will make or provide for such adjustments to the numbers and kind of shares available for issuance under the Second Amended 2015 Plan and the share limits of the Second Amended 2015 Plan as the Compensation Committee in its sole discretion may in good faith determine

to be appropriate in connection with such transaction or event. However, any adjustment to the limit on the number of shares of Common Stock that may be issued upon exercise of Incentive Stock Options will be made only if and to the extent such adjustment would not cause any option intended to qualify as an Incentive Stock Option to fail to so qualify.

~~Prohibition of Repricing.~~Except in connection with certain corporate transactions or changes in the capital structure of the Company, the terms of outstanding awards may not be amended to (1) reduce the exercise price or base price of outstanding stock options or appreciation rights, or (2) cancel outstanding stock options or appreciation rights in exchange for cash, Other Awards or stock options or appreciation rights with an exercise price or base price, as applicable, that is less than the exercise price or base price of the original stock options or appreciation rights, as applicable, without stockholder approval. The Second Amended 2015 Plan specifically provides that this provision is intended to prohibit the repricing of “underwater” stock options and appreciation rights and that it may not be amended without approval by our stockholders.

~~Detrimental Activity and Recapture.~~ Any Evidence of Award may provide for the cancellation or forfeiture and repayment to us of any award or gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Compensation Committee from time to time, if any participant, either during employment or other service with us or a subsidiary or within a specified period after such employment or service engages in any detrimental activity. In addition, any Evidence of Award may provide for cancellation or forfeiture of an award or the forfeiture and repayment of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Compensation Committee or under Section 10D of the Exchange Act and any applicable rules and regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Stock may be traded.

~~Grants to Non-U.S. Based Participants.~~ In order to facilitate the making of any grant or combination of grants under the Second Amended 2015 Plan, the Compensation Committee may provide for such special terms for awards to participants who are foreign nationals, who are employed by the Company or any of its subsidiaries outside of the United States of America or who provide services to the Company under an agreement with a foreign nation or agency, as the Compensation Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. The Compensation Committee may approve such supplements to, or amendments, restatements or alternative versions of, the Second Amended 2015 Plan (including, without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, provided that no such special terms, supplements, amendments or restatements may include any provisions that are inconsistent with the terms of the Second Amended 2015 Plan as then in effect unless the Second Amended 2015 Plan could have been amended to eliminate such inconsistency without further approval by our stockholders.

~~Withholding.~~ To the extent the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a participant or other person under the Second Amended 2015 Plan, and the amounts available to us for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld, which arrangements, in the discretion of the Compensation Committee, may include relinquishment of a portion of such benefit. If a participant’s benefit is to be received in the form of Common Stock, and such participant fails to make arrangements for the payment of tax, then, unless otherwise determined by the Compensation Committee, we will withhold shares of Common Stock having a value equal to the amount required to be withheld. When a participant is required to pay the Company an amount required to be withheld under applicable income and employment tax laws, the participant may elect, unless otherwise determined by the Compensation Committee, to satisfy the obligation, in whole or in part, by having withheld, from the shares required to be delivered to the participant, shares of Common Stock having a value equal to the amount required to be withheld or by delivering to us other shares of Common Stock held by such participant. The shares used for tax withholding will be valued at an amount equal to the market value of such shares of Common Stock on the date the benefit is to be included in participant’s income. In no event will the market value of the shares of Common Stock to be withheld and delivered pursuant to the Second Amended 2015 Plan to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld. Participants will also make such arrangements as the Company may require for the payment of any withholding tax obligation that may arise in connection with the disposition of Common Stock acquired upon the exercise of stock options.

~~No Right to Continued Employment.The Second Amended 2015 Plan does not confer upon any participant any right with respect to continuance of employment or service with the Company or any of its subsidiaries.~~

~~Effective Date of the Second Amended 2015 Plan.~~The Second Amended 2015 Plan will be effective on the date it is approved by our stockholders. For clarification purposes, the terms and conditions of the Second Amended 2015 Plan, to the extent they differ from the terms and conditions of either the 2015 Plan or the Amended 2015 Plan, will not apply to or otherwise impact previously granted or outstanding awards under the 2015 Plan or the Amended 2015 Plan, as applicable.

~~Amendment and Termination of the Second Amended 2015 Plan.~~ The Board generally may amend the Second Amended 2015 Plan from time to time in whole or in part. However, if any amendment, for purposes of applicable stock exchange rules and except as permitted under the adjustment provisions of the Second Amended 2015 Plan, (1) would materially increase the benefits accruing to participants under the Second Amended 2015 Plan, (2) would materially increase the number of shares which may be issued under the Second Amended 2015 Plan, (3) would materially modify the requirements for participation in the Second Amended 2015 Plan, or (4) must otherwise be approved by our stockholders in order to comply with applicable law or the rules of the NYSE, all as determined by the Board, then such amendment will be subject to stockholder approval and will not be effective unless and until such approval has been obtained.

Further, subject to the Second Amended 2015 Plan’s prohibition on repricing, the Compensation Committee generally may amend the terms of any award prospectively or retroactively (except in the case of Qualified Performance-Based Award (other than in connection with the participant’s death or disability or a change in control of the Company) where such action would result in the loss of the otherwise available exemption under Section 162(m) of the Code). Except in the case of certain adjustments permitted under the Second Amended 2015 Plan, no such amendment may be taken that would impair the rights of any participant without his or her consent. If permitted by Section 409A of the Code and Section 162(m) of Code and subject to certain other limitations set forth in the Second Amended 2015 Plan (and notwithstanding the Second Amended 2015 Plan’s minimum vesting requirements), including in the case of termination of employment due to death, disability or retirement, in the case of unforeseeable emergency or other special circumstances, or in the event of a change in control of the Company, the Compensation Committee may accelerate the vesting of certain awards granted under the Second Amended 2015 Plan (except that with respect to Qualified Performance-Based Awards, no such action may be taken if it would result in the loss of the otherwise available exemption of such award under Section 162(m) of the Code).

The Board may, in its discretion, terminate the Second Amended 2015 Plan at any time. Termination of the Second Amended 2015 Plan will not affect the rights of participants or their successors under any awards outstanding and not exercised in full on the date of termination. No grant will be made under the Second Amended 2015 Plan on or after the tenth anniversary of the date it is approved by our stockholders, but all grants made prior to such date will continue in effect thereafter subject to the terms of the Second Amended 2015 Plan (or predecessor versions, as applicable).

~~Federal Income Tax Consequences~~

The following is a brief summary of certain of the Federal income tax consequences of certain transactions under the Second Amended 2015 Plan based on Federal income tax laws in effect. This summary, which is presented for the information of stockholders considering how to vote on this proposal and not for Second Amended 2015 Plan participants, is not intended to be complete and does not describe Federal taxes other than income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences.

~~Tax Consequences to Participants~~

~~Restricted Shares.~~The recipient of restricted shares generally will be subject to tax at ordinary income rates on the fair market value of the restricted shares (reduced by any amount paid by the recipient for such restricted shares) at such time as the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (“Restrictions”). However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted shares. If a Section 83(b) election has not been made, any dividends received with respect to restricted shares that are subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the recipient.

~~Performance Shares, Performance Units and Cash Incentive Awards.~~ No income generally will be recognized upon the grant of performance shares, performance units or cash incentive awards. Upon payment in respect of the earn-out of performance shares, performance units or cash incentive awards, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any nonrestricted Common Stock received.

~~Nonqualified Stock Options.In general:~~


▪	~~no income will be recognized by an optionee at the time a non-qualified stock option is granted;~~


▪	at the time of exercise of a non-qualified stock option, ordinary income will be recognized by the optionee in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and


▪	at the time of sale of shares acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

~~Incentive Stock Options.~~ No income generally will be recognized by an optionee upon the grant or exercise of an Incentive Stock Option. If shares of Common Stock are issued to the optionee pursuant to the exercise of an Incentive Stock Option, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss.

If shares of Common Stock acquired upon the exercise of an Incentive Stock Option are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the exercise price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

~~Appreciation Rights.~~No income will be recognized by a participant in connection with the grant of an appreciation right. When the appreciation right is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted Common Stock received on the exercise.

~~Restricted Stock Units.~~ No income generally will be recognized upon the award of restricted stock units. The recipient of a restricted stock unit award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted Common Stock on the date that such shares are transferred to the participant under the award (reduced by any amount paid by the participant for such restricted stock units), and the capital gains/loss holding period for such shares will also commence on such date.

~~Tax Consequents to the Company or its Subsidiaries~~

To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code. We do not expect to design any future awards so that they will qualify as Qualified Performance-Based Compensation.

~~New Plan Benefits~~

It is not possible to determine specific amounts and types of awards that may be awarded in the future under the Second Amended 2015 Plan because the grant and actual settlement of awards under the Second Amended 2015 Plan are subject to the discretion of the plan administrators.

The following table shows, as to each named executive officer and the various indicated groups, the aggregate number of stock option awards under the 2015 Plan and Amended 2015 Plan from inception through March 5, 2018:

Ownership



NAME:	SHARES:
~~Name~~Maximiliane C. Straub		~~Number of Options Granted~~
~~Named Executive Officers:~~
~~Mark Zeffiro, President and Chief Executive Officer~~		~~181,607~~16,875 (all director stock awards)
David ~~Rice, Chief Financial Officer~~A. Roberts		~~26,507~~16,875 (all director stock awards)
~~Jay Goldbaum, General Counsel, Chief Compliance Officer, and Corporate Secretary~~Denise Ilitch		~~9,283~~36,836 (over half director stock awards)
~~All current executive officers as a group~~Richard L. DeVore		~~217,397~~30,227 (over half director stock awards)
~~All current non-employee directors as a group~~Richard D. Siebert		—36,827 (over half director stock awards)
~~Each nominee for election as a~~Scott G. Kunselman	30,766 (over half director		—
~~Each associate of any of the foregoing~~		—
~~Each other person who received at least 5% of all options granted~~		—
~~All employees, excluding current executive officers~~		~~144,980~~ stock awards)

~~Registration with SEC~~THE COMPANY’S BOARD RECOMMENDS A VOTE “AGAINST” THE ABOVE STOCKHOLDER PROPOSAL.

~~We intend to file~~Company’s Statement of Opposition

The Company’s Board recommends a ~~Registration Statement on Form S-8 relating~~vote “AGAINST” the above stockholder proposal for the following reasons.

The Board believes that the adoption of the stockholder proposal would not achieve the stated purpose of this proposal, which is the maximization of stockholder value. Since the time of submission of the stockholder proposal, there has been a material change to the ~~issuance~~Company’s Board composition. The Board consisted of seven members, including six independent directors, at the time of submission. In the interim, four directors resigned, and six new directors were appointed. The Board now consists of nine members, including eight independent directors. The newly reconstituted Board and our new management team are focused on operational turnaround, generating cash and, with the assistance of an investment banker, performing a full review of strategic alternatives available to the Company. The Board is acting with a sense of urgency and believes that its focus on these actions aligns with the interests of all stockholders, including the proponent, and will maximize shareholder value.

The proposal claims that the independent directors are not aligned with, and are not managing the Company in, the best interest of the ~~additional shares under the Second Amended 2015 Plan with the SEC pursuant~~stockholders, because they do not own levels of stock satisfactory to the ~~Securities Act~~proponent. The proposal asserts that the independent directors’ lack of ~~1933,~~“skin in this game” is a reason the Company has recently underperformed. However, as ~~amended, as soon as is practicable after approval~~noted above, the composition of the Board has materially changed following the submission of the stockholder proposal. Certain of these new directors have significant “skin in this game.” Our new Board Chair, John C. Kennedy, directly beneficially owns 343,460 shares of Common Stock and owns through a limited liability company a Warrant to purchase up to 278,283 shares of Common Stock. Mr. Kennedy also owns approximately $2.6 million of the Second ~~Amended~~Lien Term Facility. Harry J. Wilson directly beneficially owns 755,291 shares of Common Stock and indirectly beneficially owns 330,763 shares of Common Stock. Ryan L. Langdon has indirect beneficial ownership of a Warrant to purchase up to 834,849 shares of Common Stock. Mr. Langdon also owns approximately $28.2 million principal amount of our convertible senior notes. The holdings of our Board Chair, as well as our other independent directors, clearly evidence our Board’s alignment with the interests of all our stockholders, including the proponent.

To further align its interests with those of our stockholders, our newly reconstituted Board unanimously approved revisions to its independent director compensation program. The new equity-based compensation program eliminates annual cash retainers. In lieu of annual cash retainers, independent directors will receive equity-based compensation. Additionally, the Company adopted a director shareholding requirement in July 2015. Since its adoption, independent directors were required to hold shares of Common Stock with a value equal to or greater than three times such director’s annual retainer within five years of election. The Board recently revised this shareholding requirement to require independent directors to hold shares of Common Stock with a value equal to or greater than $250,000 within five years after election to the Board.

Further, the Company maintains a qualified, effective, and independent Board. Although the Company has only been public since the end of June 2015, ~~Plan by~~the Board has already been refreshed, with two new directors joining in 2018 and, as described above, six new directors joining in 2019. Each director has satisfied the requirements of the Governance Committee, which include a demonstrated excellence in the potential nominee’s chosen field, high ethical standards and integrity, and sound business judgment in determining whom to nominate. Notably, in April 2019, the newly reconstituted Board approved amendments to our ~~stockholders.~~Certificate of Incorporation to declassify our Board structure in order to increase accountability to stockholders; if Proposal 1 is approved at the Annual Meeting, the Board will be immediately declassified beginning at the Annual Meeting. Accountability to, and alignment with, the Company’s stockholders is of paramount importance to the Board.

~~Vote Required for Approval~~

~~The approval~~Most importantly, the newly reconstituted Board is fully dedicated to the operational turnaround of the ~~Second Amended 2015 Plan requires~~Company. The Board appointed a new Chief Executive Officer, Carl Bizon, in October 2018, and a new Chief Financial Officer, Barry Steele, in February 2019, each of whom are proven leaders in the ~~affirmative vote~~industrial sector. Messrs. Bizon and Steele are driving operational and financial improvement initiatives throughout the Company. Our Board members have substantial operational turnaround expertise and will provide appropriate support and guidance to Messrs. Bizon and Steele, as well as the rest of the ~~holders of a majority~~Company’s management team. The Board’s actions to improve operating performance align with the interests of the ~~total shares of common stock present in person or represented by proxy~~Company’s stockholders and ~~entitled~~are intended to vote on the matter, provided that a quorum of at least a majority of the outstanding shares are present or represented at the meeting. If you abstain from voting on this matter, your abstention will have the same effect as a vote against the matter. Broker non-votes will have no effect on the outcome of the matter. Proxies submitted pursuant to this solicitation will be voted “FOR” the approval of the Second Amended 2015 Plan, unless specified otherwise.

maximize stockholder value.

~~PROPOSAL 4 — RATIFICATION OF APPOINTMENT OF~~

~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~THE COMPANY’S BOARD RECOMMENDS THAT STOCKHOLDERS VOTE~~ “~~FOR~~” ~~THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018.~~

The ~~Audit Committee has appointed Deloitte~~Board believes that the adoption of this proposal is unnecessary. The Board agrees with the proponent that it should review strategic alternatives, and is doing so. However, the Board is undertaking a broader review of strategic alternatives than that suggested by the proponent. The Board feels strongly that such a broad review is necessary to fully consider all options as the ~~independent registered public accounting firm~~Board seeks to ~~audit~~maximize stockholder value. Alternatively, adoption of this stockholder proposal to immediately take steps to sell, merge or otherwise dispose of the entire Company would likely create uncertainty with respect to the Company’s ~~consolidated financial statements for~~future, thus undermining the ~~fiscal year ending December 31, 2018.Deloitte was engaged~~Company’s relationships with its customers, employees and the communities that it serves. This uncertainty could adversely impact the Company’s ability to operate effectively, which may result in a decline in revenue due to the loss of high quality employees and the customers that they serve. These consequences could result in erosion of the Company’s value. As a result, potential acquirers might not bid as our independent registered public accounting firm for the fiscal year ended December 31, 2017. Representatives of Deloitte are expected to attend the Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, make a statement.

~~The appointment of Deloitte as the independent registered public accounting firm~~aggressively for the Company ~~is being presented~~as they might in a transaction where the Company was not pressured to publicly seek an immediate sale. Additionally, the ~~stockholders for ratification. The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of the holders~~proper timing of a ~~majority~~merger or sale is of ~~the total shares of Common Stock present~~critical importance in ~~person~~maximizing stockholder value. Taking hurried steps to achieve a sale, merger or represented by proxy and entitled to vote on the matter, provided that a quorum of at least a majority of the outstanding shares are present or represented at the meeting. If you abstain from voting on this matter, your abstention will haveother disposition may not maximize value in the same ~~effect~~way as the successful execution of a well-conceived and well-timed strategy.

The Board believes that the recent Board changes and governance changes, and, importantly, the share focus on operational turnaround demonstrate that the Company is taking the necessary steps to move forward and drive financial progress. These actions align with the interests of all stockholders, including the proponent, and are the proper way to maximize stockholder value, rather than immediately taking steps to achieve a sale, merger or disposition, as the stockholder proposes. Thus, the Board recommends a vote ~~against~~“AGAINST” the matter. If you hold your shares through a broker and you do not instruct the broker on how to vote on this “routine” proposal, your broker will nevertheless have authority to vote your shares on this “routine” proposal in your broker’s discretion. Proxies submitted pursuant to this solicitation will be voted “FOR” the ratification of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, unless specified otherwise.above stockholder proposal.

~~Fees Paid to Independent Auditor~~

2017 2016
Audit Fees $ 1,510,000
$ 1,315,000
Audit-related Fees 200,000
196,000
Tax Fees —
15,000
All Other Fees 5,000
5,000
Total $ 1,715,000
$ 1,531,000

~~Audit and Audit-Related Fees~~

Audit fees include fees for the audit of the annual consolidated financial statements, reviews of quarterly consolidated financial statements, statutory audits and consents. Audit-related fees for 2017 related primarily to procedures performed in connection with the issuance of a registration statement. Audit-related fees for 2016 related primarily to consultations and due diligence procedures performed in connection with business acquisitions.

~~Other Fees~~

~~Other fees for 2017 relate to a subscription for technical content.~~

~~We have been advised by Deloitte that neither the firm nor any member of the firm has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries.~~

~~Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm~~

and services compared to the approved amounts. All of the services provided by Deloitte, our independent auditor in 2017, including services related to audit, audit-related fees, tax fees and all other fees described above, were approved by the Audit Committee.

~~Vote Required for Approval~~

The affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting and entitled to vote on the matter will be necessary to ratify the Audit Committee’s appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, provided that a quorum is present. Abstentions will have the same effect as a vote against the matter. Although stockholder ratification of the appointment is not required by law and is not binding on the Company, the Audit Committee will take the appointment under advisement if such appointment is not so ratified.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the beneficial ownership of the Common Stock as of the Record Date by:


▪	each person known by us to beneficially own more than 5% of the Common Stock;


▪	each of the Company’s directors and director nominees;


▪	each of the named executive officers (“NEOs”); and


▪	all of the Company’s directors and executive officers as a group.

The percentages of Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares, (1) voting power, which includes the power to vote or to direct the voting of the security, (2) investment power, which includes the power to dispose of or to direct the disposition of the security, or (3) rights to acquire Common Stock that are currently exercisable or convertible, or will become exercisable or convertible within 60 days of the Record Date. Except as indicated in the footnotes to this table, each beneficial owner named in the following table has sole voting and sole investment power with respect to all shares beneficially owned. As of the Record Date, the Company had ~~[XXXXX]~~25,263,212 shares outstanding.

Shares Beneficially
Owned
Name and Beneficial Owner Number Percentage
T. Rowe Price Associates, Inc.⁽¹⁾
100 E. Pratt Street, Baltimore MD 21202
1,786,612
7.1 %
BlackRock, Inc.⁽²⁾
55 East 52nd Street, New York, NY 10055
1,546,801
6.2 %
First Manhattan Co.⁽³⁾
399 Park Avenue, New York, NY 10022
1,398,589
5.6 %
Spitfire Capital LLC⁽⁴⁾
One Belvedere Place, Suite 200, Mill Valley, CA 94941
1,278,888
5.1 %
Barclays PLC⁽⁵⁾
1 Churchill Place, London E14 5HP, England
1,252,891
5.0 %
David C. Dauch — %
Richard L. DeVore — %
Jay Goldbaum⁽⁶⁾
— %
Denise Ilitch — %
Scott G. Kunselman — %
David G. Rice⁽⁶⁾
— %
David A. Roberts — %
Richard D. Siebert — %
Maximiliane C. Straub — %
Samuel Valenti — %
A. Mark Zeffiro⁽⁶⁾
— %
All executive officers and directors as a group (9 persons)⁽⁷⁾

— %



	Shares Beneficially Owned
Name and Beneficial Owner	Number	Percentage
Atlas Capital Resources II LP⁽¹⁾ 100 Northfield Street, Greenwich, Connecticut 06830	2,741,776	10.85	%
T. Rowe Price Associates, Inc.⁽²⁾ 100 E. Pratt Street, Baltimore MD 21202	2,583,677	10.23	%
Corre Partners Management, LLC⁽³⁾ 12 East 49th Street, 40th Floor, New York, NY 10017	2,519,454	9.97	%
Carl S. Bizon	37,575	0.15	%
Jay Goldbaum⁽⁴⁾	48,660	0.19	%
Frederick A. “Fritz” Henderson	0	0	%
Denise Ilitch	56,836	0.22	%
John C. Kennedy⁽⁵⁾	621,743	2.43	%
Ryan L. Langdon⁽⁶⁾	834,849	3.20	%
Brett N. Milgrim	0	0	%
David G. Rice⁽⁷⁾	82,890	0.33	%
David A. Roberts	16,875	0.07	%
Barry G. Steele	0	0	%
Mark D. Weber	0	0	%
Brian Whittman	0	0	%
Harry J. Wilson	1,086,054	4.30	%
A. Mark Zeffiro⁽⁸⁾	417,172	1.64	%
All executive officers and directors as a group (12 persons) ⁽⁹⁾	2,702,592	10.23	%

(1)

Information contained in the columns above and this footnote is based on a report on Schedule ~~13G~~13D/A filed with the SEC on ~~February 14, 2018~~April 5, 2019 jointly by ~~T. Rowe Price Associates, Inc.~~(i) Atlas Capital Resources II LP (“~~T. Rowe Price”~~Atlas Capital”); (ii) Lapetus Capital II LLC (“Lapetus Capital”); (iii) Atlas Capital GP II LP (“Atlas GP II”); (iv) Atlas Capital Resources GP II LLC (“Atlas Capital LLC”); (v) Mr. Andrew M. Bursky; and (vi) Mr. Timothy J. Fazio (each, a “Atlas Reporting Person” and collectively, the “Atlas Reporting Persons”). As of ~~December 31, 2017, T. Rowe Price~~April 5, 2019, the Atlas Reporting Persons, specifically Atlas Capital, Lapetus Capital, Atlas GP II, Atlas Capital LLC, Mr. Bursky and Mr. Fazio had ~~sole~~shared voting power with respect to ~~277,909~~2,741,776 shares of Common ~~Stock,~~Stock; and ~~sole~~shared dispositive power with respect to ~~1,786,612~~2,741,776 shares of Common Stock.

(2)

Information contained in the columns above and this footnote is based on a report on Schedule ~~13G~~13G/A filed with the SEC on February ~~1, 2018~~14, 2019 jointly by ~~BlackRock,~~T. Rowe Price Associates, Inc. (“~~BlackRock”~~T. Rowe Price”), and T. Rowe Price Small-Cap Value Fund, Inc. (“T. Rowe Fund”). As of December 31, ~~2017, BlackRock~~2018, T. Rowe Price had sole voting power with respect to ~~1,518,015~~468,394 shares of Common Stock, and sole dispositive power with respect to ~~1,546,801~~2,583,677 shares of Common ~~Stock~~Stock; and T. Rowe Fund had sole voting power with respect to 2,044,563 shares of Common Stock.

(3)

Information contained in the columns above and this footnote is based on a report on Schedule ~~13G/~~13D/A filed with the SEC on ~~February 9, 2018~~March 22, 2019 jointly by ~~First Manhattan Co. (“First Manhattan”~~(i) Corre Opportunities by Qualified Master Fund, LP (the “Fund”); (ii) Corre Partners Advisors, LLC (the “General Partner”), which serves as the general partner of the Fund; (iii) Corre Partners Management, LLC (the “Investment Adviser”), which has been delegated investment authority over the assets of the Fund by the General Partner; (iv) Mr. John Barrett, who serves as a managing member of the General Partner and the Investment Adviser; and (v) Mr. Eric Soderlund, who serves as a managing member of the General Partner and the Investment Adviser (each, a “Corre Reporting Person” and collectively, the “Corre Reporting Persons”). As of ~~December 31, 2017, First Manhattan had sole voting power with respect~~March 22, 2019, (i) the Fund may be deemed to ~~229,145~~be the beneficial owner of 1,802,958 Shares, consisting of 1,788,801 shares of Common Stock and 14,157 shares of Common Stock issuable upon conversion of certain notes and warrants of the Company held by the Fund, and (ii) each of the General Partner, the Investment Adviser, Mr. Barrett and Mr. Soderlund may be deemed to be the beneficial owner of 2,519,454 shares of Common Stock, consisting of 2,505,297 shares of Common Stock and 14,157 shares of Common Stock issuable upon conversion of certain notes and warrants of the Company held by the Corre Reporting Persons. The Fund had shared voting power with respect to ~~1,087,074~~1,802,958 shares of Common ~~Stock, sole dispositive power with respect to 229,145 shares of Common Stock,~~Stock; and shared dispositive power with respect to ~~1,169,444~~1,802,958 shares of Common Stock. The General Partner, the Investment Adviser, Mr. Barrett and Mr. Soderlund had shared voting power with respect to 2,519,454 shares of Common Stock; and shared dispositive power with respect to 2,519,454 shares of Common Stock. The amount does not include shares of Common Stock underlying convertible senior notes and Warrants held by the Corre Reporting Persons, which subject to limitations on the right to convert and exercise, respectively, to the extent that after giving effect to such issuance after conversion or exercise, the Corre Reporting Persons (together with the Corre Reporting Persons’ affiliates), would, when aggregated with all other shares of Common Stock beneficially owned by such Corre Reporting Persons at such time, beneficially own shares of Common Stock in excess of 9.99% of the number of shares of Common Stock outstanding (measured after giving effect to the issuance of shares of Common Stock issuable upon conversion of the convertible senior notes or exercise of the Warrants, as applicable).

(4)

~~Information contained~~The number set forth in the columns above and this footnote is based on a report on Schedule 13D filed with the SEC on February 2, 2018 by Spitfire Capital LLC (“Spitfire Capital”). As of December 31, 2017, Spitfire Capital had sole voting power with respect to 1,278,888 shares of Common Stock, and sole dispositive power with respect to 1,278,888 shares of Common Stock.table includes 9,283 exercisable options.

(5)

~~Information contained~~The number set forth in the columns above and this footnote is based on a report on Schedule 13G filed with the SEC on February 14, 2018 by Barclays PLC (“Barclays”). As of December 31, 2017, Barclays had sole voting power with respecttable includes warrants to ~~1,252,891 shares of Common Stock, and sole dispositive power with respect to 1,252,891~~purchase 278,283 shares of Common Stock.


(6)	~~For each of Messrs. Goldbaum, Rice and Zeffiro, the~~The number set forth in the table includes ~~7,417, 20,972 and 159,342 exercisable options, respectively.~~warrants to purchase Common Stock owned by Newport Global Advisers LP.


(7)	~~Each~~The number set forth in the table is based on the total reported as of Mr. Rice’s termination date on November 9, 2018, and includes 25,124 exercisable options.


(8)	The number set forth in the table is based on the total reported as of Mr. Zeffiro’s termination date on May 8, 2018, and includes 164,909 exercisable options.


(9)	With the exception of Messrs. Kennedy, Langdon and Wilson, each director and NEO beneficially owns less than one percent of the outstanding shares of the Common Stock. Messrs. Rice and Zeffiro are not included in this group.

Equity Compensation Plan Information


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)⁽¹⁾		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)⁽²⁾) (c)	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b) (1)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) (2)
Equity compensation plans approved by security holders	920,960	$	10.38	819,806	512,895	$	10.40	3,336,695
Equity compensation plans not approved by security holders	—	$	—	—	—	$	—	—
TOTAL:					512,895	$	10.40	3,336,695


(1)	The weighted-average exercise price relates to outstanding stock options only. The Company’s restricted stock unit awards have no exercise price.


(2)	As of December 31, ~~2017,~~2018, includes ~~819,806~~3,336,695 shares available for future issuance under the Amended 2015 Plan, all of which may be issued for awards other than stock options, restricted stock units or stock appreciation rights.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, officers and stockholders who beneficially own and greater than 10% of the Common Stock (if any) to file reports of beneficial ownership on Form 3 and changes in beneficial ownership with respect to our securities on Form 4 or 5 with the SEC and to furnish copies of these reports to us. We reviewed the filed reports and written representations from our directors, executive officers and stockholders who beneficially own greater than 10% of the Common Stock regarding the necessity of filing reports. We believe that all of our officers, directors and stockholders that beneficially own greater than 10% of the Common Stock complied with all applicable Section 16(a) filing requirements for ~~2017~~2018 with respect to the Company.

Executive Officers

Officers of the Company serve at the pleasure of the Board.



Name	Age	Title
~~A. Mark Zeffiro~~Carl S. Bizon	5156	President, Chief Executive Officer and Director
~~David~~Barry G. ~~Rice~~Steele	5448	Chief Financial Officer
Brian Whittman	47	Vice President, Finance
Jay Goldbaum	3637	General Counsel, Chief Compliance Officer and Corporate Secretary

~~A. Mark Zeffiro.~~Carl S. Bizon.Business experience provided under “Directors and Director Nominees.”

~~David~~Barry G. ~~Rice.~~Steele. Mr. ~~Rice~~Steele has served as our ~~chief financial officer~~Chief Financial Officer since ~~June 30, 2015 in connection with the spin-off from TriMas. From January 14, 2015 through June 29, 2015,~~February 18, 2019. Before joining Horizon, Mr. ~~Rice~~Steele served as vice president of finance and chief financial officer of Gentherm Incorporated (“Gentherm”), a ~~director~~global developer and marketer of ~~Horizon. Mr. Rice was previously division finance officer~~innovative thermal management technologies for ~~TriMas’ subsidiary Cequent Performance Products, Inc. beginning in 2011.~~a broad range of heating and cooling and temperature control applications for the automotive and medical markets, from 2004, and as its Treasurer from 2005, until January 2018. Prior to ~~his appointment in 2011,~~joining Gentherm, Mr. ~~Rice~~Steele held various finance positions ~~within TriMas,~~with Advanced Accessory Systems, LLC, at the time, a global supplier of specialty accessories to the automotive industry, from 1997 to 2004, including ~~group~~chief accounting officer, chief financial officer, corporate controller and financial reporting manager. From 1993 to 1997, Mr. Steele was senior auditor with Price Waterhouse LLP.

Brian Whittman.Mr. Whittman has served as our Vice President, Finance since February 18, 2019. From February 18, 2019 through March 18, 2019, Mr. Whittman also served as our principal financial officer. Mr. Whittman previously acted as our Interim Chief Financial Officer from ~~2005~~November 9, 2018 to ~~2009~~February 18, 2019. Mr. Whittman has served as a managing director with Alvarez & Marsal North America, LLC, part of a global professional services firm (“Alvarez & Marsal”), since December 2008. Pursuant to an existing professional services agreement between the Company and ~~vice president of~~Alvarez & Marsal, Mr. Whittman continued to receive his salary and benefits from Alvarez & Marsal.

corporate audit from 2009 to 2011. Before joining TriMas in 2005, Mr. Rice held divisional controller positions with GKN Sinter Metals, a leading supplier of powdered metal precision components, from 2004 to 2005, and Mueller Industries, Inc., a manufacturer and distributor of copper, brass, aluminum and plastic fittings, valves and related tubular flow control and industrial products, from 1998 to 2004. Mr. Rice held positions of increasing financial leadership at The Woodbridge Group from 1994 to 1998, a company offering urethane and bead foam technologies to the automotive and commercial vehicle industries and other business sectors. Mr. Rice began his career in public accounting with Coopers and Lybrand and brings over 30 years of accounting and financial leadership, mergers and acquisitions and management of international operations experience.

Jay Goldbaum. Mr. Goldbaum was named our ~~general counsel~~General Counsel effective November 13, 2017 and continues as ~~chief compliance officer~~Chief Compliance Officer and ~~corporate secretary.~~Corporate Secretary. Mr. Goldbaum served as ~~legal director, chief compliance officer~~Legal Director, Chief Compliance Officer and ~~corporate secretary~~Corporate Secretary since June 30, 2015 in connection with the spin-off from TriMas. From January 14, 2015 through June 29, 2015, Mr. Goldbaum served as ~~vice president, corporate secretary~~Vice President, Corporate Secretary and a director of Horizon. Mr. Goldbaum was previously associate general counsel-commercial law for TriMas beginning in January 2014. Mr. Goldbaum joined TriMas in January 2012 and held the position of legal counsel. Before joining TriMas, Mr. Goldbaum was an associate in the corporate and litigation practice groups at the law firm of Jaffe, Raitt, Heuer & Weiss, P.C. from September 2007 to August 2011.

TRANSACTIONS WITH RELATED PERSONS

Policy for Review, Approval or Ratification of Transactions with Related Parties

Pursuant to its written charter, the Audit Committee is responsible for reviewing reports and disclosures of insider and affiliated party transactions and monitoring compliance with The Spirit and The Letter, which requires employees to disclose in writing any outside activities, financial interests, relationships or other situations that do or may involve a conflict of interest or that present the appearance of impropriety.

Pursuant to the written charter of the Governance Committee and the written Governance Guidelines, members of the Board must properly notify the President and Chief Executive Officer and the Chair of the Governance Committee if any actual or potential conflict of interest arises between the Board and such member. After notification, the Board will evaluate and resolve the matter in our best interest upon recommendation of the Governance Committee.

It is also our policy that the Audit Committee review and approve all transactions (other than those that are de minimis in nature) in which we participate and in which any related person has or will have a direct or indirect material interest. In reviewing and approving such transactions, the Audit Committee obtains all information it believes to be relevant to a review and approval of the transaction. After consideration of the relevant information, the Audit Committee approves only those related person transactions that are ~~determined not to be inconsistent~~consistent with our best interests.

As described elsewhere in this proxy statement, on March 15, 2019, we entered into the Second Lien Term Facility Agreement with Cortland Capital Markets Services LLC, as administrative agent and collateral agent, Corre, as representative of the lenders, and the Second Lien Lenders. The Second Lien Lenders include Corre Opportunities Qualified Master Fund, LP, Corre Horizon Fund, LP and Corre Opportunities II Master Fund, LP (collectively, the “Corre Lenders”). At the time of entering into the Second Lien Term Facility Agreement, affiliates of Corre, including Corre Qualified Master Fund, LP, beneficially owned, in the aggregate, 9.99% of the outstanding Common Stock. JKI Holdings, LLC (“JKI Holdings”), an entity owned by our Board Chair, John C. Kennedy, is also a Second Lien Lender.

The Second Lien Term Facility Agreement provides for a Second Lien Term Facility in the aggregate principal amount of approximately $51.0 million, all of which was borrowed by the Company. The Corre Lenders lent approximately $34.7 million and JKI Holdings lent approximately $2.6 million under the Second Lien Term Facility. In connection with entering into the Second Lien Term Facility, the Company issued the Corre Lenders Warrants to purchase up to an aggregate of 1,260,280 shares of Common Stock and issued JKI Holdings Warrants to purchase up to 278,283 shares of Common Stock. Additionally, the Company issued the Corre Lenders an aggregate of 90,667 shares of Series A Preferred Stock.

EXECUTIVE COMPENSATION

Introduction

As an emerging growth company under the Jumpstart Our Business Startups (JOBS) Act of 2012, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” which rules require compensation disclosure for each person serving as our principal executive officer ~~and~~during the fiscal year, the two most highly compensated executive officers (other than our principal executive officer) serving as executive officers at the end of the fiscal year, and up to two additional individuals who would have been among such two most highly compensated executive officers other than the principal executive officer but for the fact that they were not serving as executive officers at the end of the fiscal year.

Leadership Transition

The Company experienced significant executive management transition in 2018. On May 8, 2018, Mr. Bizon, who had been serving as President of Horizon Americas since January 2018, was appointed Interim President and Chief Executive Officer, replacing A. Mark Zeffiro. On October 29, 2018, Mr. Bizon was appointed President and Chief Executive Officer. On November 9, 2018, Mr. Whittman was named Interim Chief Financial Officer, replacing David Rice. Pursuant to his separation agreement with the Company, Mr. Rice provided consulting services to the Company through the filing of our Annual Report on Form 10-K (“Form 10-K”) on March 18, 2019, for an aggregate fee of $50,000 payable in 2019.

As disclosed earlier, Mr. Whittman’s interim appointment was through a third party arrangement with Alvarez & Marsal. Following the appointment of Barry Steele, as Chief Financial Officer on February 18, 2019, Mr. Whittman served as Vice President, Finance and principal financial officer through the filing of our Form 10-K on March 18, 2019.

This section provides information about the executive compensation program in place for the Company’s ~~2017~~2018 named executive officers (or NEOs), who are:


▪	~~A. Mark Zeffiro~~Carl Bizon - President and Chief Executive Officer;


▪	A. Mark Zeffiro - former President and Chief Executive Officer;


▪	Brian Whittman - former Interim Chief Financial Officer and principal financial officer; current Vice President, Finance;


▪	David G. Rice - former Chief Financial Officer; and


▪	Jay Goldbaum - General Counsel, Chief Compliance Officer and Corporate Secretary.

The information provided for 2015 reflects compensation earned at TriMas prior to our spin-off from TriMas as an independent, publicly traded company (up to immediately prior to the spin-off) and the Company (immediately following the spin-off through the end of 2015). The spin-off date was July 1, 2015. All 2016 and 2017 executive compensation decisions for our NEOs were made or overseen by the Compensation Committee.

~~2017~~2018 Summary Compensation Table

The following table sets forth compensation information for ~~2015, 2016~~2017 and ~~2017~~2018 for our NEOs:


Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-equity Incentive Plan Compensation	All Other Compensation	Total	Year	Salary	Bonus	Stock Awards	Option Awards	Non-equity Incentive Plan Compensation	All Other Compensation	Total
Name and Principal Position	Year	($)	($)	($)⁽¹⁾	($)	($)⁽²⁾	($)⁽³⁾	($)	Year	($)	($)	($) (2)	($)	($) (3)	($) (4)	($)
A. Mark Zeffiro, President and Chief Executive Officer	2017	650,000	0	770,980	—	0	131,288	1,552,268
	2016	600,000	600,000	1,190,700	262,500	957,000	128,902	3,739,102
	2015	536,335	0	1,476,204	481,771	599,200	112,950	3,206,460
David G. Rice, Chief Financial Officer	2017	310,000	0	189,121	—	0	69,090	568,211
	2016	290,000	200,000	195,750	65,250	258,390	67,797	1,077,187
	2015	264,819	50,000	224,371	41,603	146,800	35,292	762,885
Carl Bizon, President and Chief Executive Officer⁽¹⁾									2018	392,826	225,000	313,838	—	—	261,274	1,192,938
Carl Bizon, President and Chief Executive Officer⁽¹⁾
A. Mark Zeffiro, former President and Chief Executive Officer									2018	285,000	—	731,178	—	84,128	2,693,100	3,793,406
									2017	650,000	—	770,980	—	—	131,288	1,552,268
David G. Rice, former Chief Financial Officer									2018	292,115	—	179,335	—	28,888	573,563	1,073,901
David G. Rice, former Chief Financial Officer									2017	310,000	—	189,121	—	—	69,090	568,211
Jay Goldbaum, General Counsel, Chief Compliance Officer and Corporate Secretary	2017	253,461	0	84,710	—	0	40,577	378,748	2018	280,000	—	125,992	—	14,792	42,027	462,811
	2016	220,000	150,000	66,000	22,000	135,080	40,887	633,967	2017	253,461	—	84,710	—	—	40,577	378,748
	2015	178,042	65,000	109,086	15,854	87,670	20,717	476,369
Brian Whittman, Vice President, Finance ⁽⁵⁾									2018	223,850	—	—	—	—	—	—
Brian Whittman, Vice President, Finance ⁽⁵⁾



1.ACCURIDE CORP.	~~Purpose~~. ~~The purpose of this Planis to attract and retain non-employee Directors, officers and other key employeesof the Company and its Subsidiaries and to provide to such persons incentives and rewards for performance or service.~~

	INTEGRATED ELECTRICAL SVCS
2.ALLIED MOTION TECHNOLOGIES	~~Definitions~~. ~~As used in this Plan:~~

~~(a)~~“Affiliate” means any corporation, partnership, joint venture or other entity, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Company as determined by the Committee or the Board, as applicable, in its discretion.

~~(b)“Appreciation Right” means a right granted pursuant to~~ ~~Section 5~~ ~~of this Plan, and will include both Free-Standing Appreciation Rights and Tandem Appreciation Rights.~~

~~(c)“Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing Appreciation Right or a Tandem Appreciation Right.~~

~~(d)“Board” means the Board of Directors of the Company.~~

~~(e)“Cash Incentive Award” means a cash award granted pursuant to~~ ~~Section 8~~ ~~of this Plan.~~

~~(f)“Change in Control” has the meaning set forth in~~ ~~Section 12~~ ~~of this Plan.~~

~~(g)“Code” means the Internal Revenue Code of 1986, as amended from time to time.~~

~~(h)“Committee” means the Compensation Committee of the Board (or its successor(s)), or any other committee of the Board designated by the Board to administer this Plan pursuant to~~ ~~Section 10~~ ~~of this Plan consisting solely of no fewer than two Non-Employee Directors.~~

~~(i)~~“Common Shares” means the shares of common stock, par value $0.01 per share, of the Company or any security into which such common stock may be changed by reason of any transaction or event of the type referred to in ~~Section 11~~ ~~of this Plan.~~

~~(j)“Company” means Horizon Global Corporation, a Delaware corporation, and its successors.~~

~~(k)~~“Covered Employee” means a Participant who is, or is determined by the Committee to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision).

~~(l)~~“Date of Grant” means the date specified by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units, Cash Incentive Awards, or other awards contemplated by ~~Section 9~~ ~~of this Plan, or a grant or sale of Restricted Shares, Restricted Stock Units, or other awards contemplated by~~ ~~Section 9~~ ~~of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto).~~

~~(m)“Director” means a member of the Board.~~

~~(n)“Effective Date” means May 8, 2018, or such other date on which the Shareholders approve the Second Amended and Restated 2015 Plan.~~

~~(o)~~“Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee that sets forth the terms and conditions of the awards granted under the Plan. An Evidence of Award may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant.

~~(p)“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.~~

~~(q)~~ ~~“Free-Standing Appreciation Right” means an Appreciation Right granted pursuant to~~ ~~Section 5~~ ~~of this Plan that is not granted in tandem with an Option Right.~~

~~(r)“Incentive Stock Options” means Option Rights that are intended to qualify as “incentive stock options” under Section 422 of the Code or any successor provision.~~

~~(s)~~“Management Objectives” means the measurable performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares, Performance Units or Cash Incentive Awards or, when so determined by the Committee, Option Rights, Appreciation Rights, Restricted Shares, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan. Management Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of one or more of the Subsidiaries, divisions, departments, regions, functions or other organizational units within the Company or its Subsidiaries. The Management Objectives may be made relative to the performance of other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance objectives themselves. The Committee may grant awards subject to Management Objectives that are either Qualified Performance-Based Awards or are not Qualified Performance-Based Awards. The Management Objectives applicable to any Qualified Performance-Based Award to a Covered Employee will be based on one or more, or a combination, of the following metrics (including relative or growth achievement regarding such metrics):

	INTERNATIONAL WIRE GRP HLDGS
~~(i)~~AMERESCO INC.	~~Profits~~ (e.g., gross profit, EBITDA, operating income, EBIT, EBT, net income, net sales, cost of sales, earnings per share, residual or economic earnings, inventory turnover, operating profit, economic profit - these profitability metrics could be measured before certain specified special items and/or subject to GAAP definition);

	INTERSECTIONS INC.
~~(ii)~~API TECHNOLOGIES CORP.	~~Cash Flow~~ (e.g., free cash flow, free cash flow with or without specific capital expenditure target or range, including or excluding divestments and/or acquisitions, net cash provided by operating activities, net increase (or decrease) in cash and cash equivalents, total cash flow, cash flow in excess of cost of capital or residual cash flow or cash flow return on investment);

	JASON INDUSTRIES INC.
~~(iii)~~ARC DOCUMENT SOLUTIONS INC.	~~Returns~~ ~~(e.g., profits or cash flow returns on: assets, invested capital, net capital employed, and equity);~~

	KADANT INC.
~~(iv)~~ARGAN INC.	~~Working Capital~~ ~~(e.g., working capital divided by sales, days’ sales outstanding, days’ sales inventory, and days’ sales in payables);~~

	KEYW HOLDING CORP.
~~(v)~~BARRETT BUSINESS SVCS INC.	~~Profit Margins~~ ~~(e.g., profits divided by revenues, gross margins and material margins divided by revenues);~~

	KIMBALL INTERNATIONAL - CL B
~~(vi)~~BLOUNT INTL INC.	~~Liquidity Measures~~ ~~(e.g., debt-to-capital, debt-to-EBITDA, total debt ratio);~~

KRATOS DEFENSE & SECURITY

~~(vii)~~BMC STOCK HOLDINGS INC.

~~Sales Growth, Gross Margin Growth, Cost Initiative and Stock Price Metrics~~ (e.g., revenues, revenue growth, revenue growth outside the United States, gross margin and gross margin growth, material margin and material margin growth, stock price appreciation, market capitalization, total return to shareholders, sales and administrative costs divided by sales, and sales and administrative costs divided by profits); and

LAWSON PRODUCTS

~~(viii)~~CAI INTERNATIONAL INC.

~~Strategic Initiative Key Deliverable Metrics~~ consisting of one or more of the following: product development, strategic partnering, research and development, vitality index, market penetration, market share, geographic business expansion goals, cost targets, selling, general and administrative expenses, customer satisfaction, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, productivity, economic value added (or another measure of profitability that considers the cost of capital employed), product quality, sales of new products, and goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures.

In the case of a Qualified Performance-Based Award, each Management Objective will be objectively determinable to the extent required under Section 162(m) of the Code, and, unless otherwise determined by the Committee and to the extent consistent with Code Section 162(m), will exclude the effects of certain designated items identified at the time of grant. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable, except in the case of a Qualified Performance-Based Award (other than in connection with a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Committee will not make any modification of the Management Objectives or minimum acceptable level of achievement with respect to such Covered Employee.

(t) “Market Value per Share” means, as of any particular date, the closing price of a Common Share as reported for that date on the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, on any other national securities exchange on which the Common Shares are listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

(u) “Non-Employee Director” means a person who is a “Non-Employee Director” of the Company within the meaning of Rule 16b-3 promulgated under the Exchange Act and an “outside director” within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder by the U.S. Department of the Treasury.

~~(v) “Optionee” means the optionee named in an Evidence of Award evidencing an outstanding Option Right.~~

~~(w) “Option Price” means the purchase price payable on exercise of an Option Right.~~

~~(x) “Option Right” means the right to purchase Common Shares upon exercise of an option granted pursuant to~~ ~~Section 4~~ ~~of this Plan.~~

(y) “Participant” means a person who is selected by the Committee to receive benefits under this Plan and who is at the time (i) an officer or other employee of the Company or any Subsidiary, including a person who has agreed to commence serving in such capacity within 90 days of the Date of Grant, (ii) a person who provides services to the Company or a Subsidiary that are equivalent to those typically provided by an employee (provided that such person satisfies the Form S-8 definition of an “employee”), or (iii) a non-employee Director.

~~(z) “Performance Period” means, in respect of a Cash Incentive Award, Performance Share or Performance Unit, a period of time established pursuant to~~ ~~Section 8~~ ~~of this Plan within which the Management Objectives relating to such Cash Incentive Award, Performance Share or Performance Unit are to be achieved.~~

~~(aa) “Performance Share” means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to~~ ~~Section 8~~ ~~of this Plan.~~

~~(bb) “Performance Unit” means a bookkeeping entry awarded pursuant to~~ ~~Section 8~~ ~~of this Plan that records a unit equivalent to $1.00 or such other value as is determined by the Committee.~~

~~(cc) “Plan” means the Horizon Global Corporation Amended and Restated 2015 Equity and Incentive Compensation Plan, as amended or amended and restated from time to time.~~

(dd) “Qualified Performance-Based Award” means any Cash Incentive Award or award of Performance Shares, Performance Units, Restricted Shares, Restricted Stock Units or other awards contemplated under ~~Section 9~~ ~~of this Plan, or portion of such award, to a Covered Employee that is intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the Code.~~

~~(ee) “Restricted Shares” means Common Shares granted or sold pursuant to~~ ~~Section 6~~ ~~of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers has expired.~~

~~(ff) “Restriction Period” means the period of time during which Restricted Stock Units are subject to restrictions, as provided in~~ ~~Section 7~~ ~~of this Plan.~~

~~(gg) “Restricted Stock Units” means an award made pursuant to~~ ~~Section 7~~ ~~of this Plan of the right to receive Common Shares, cash or a combination thereof at the end of a specified period.~~

~~(hh) “Shareholder” means an individual or entity that owns one or more Common Shares.~~

(ii) “Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised over the Option Price or Base Price provided for in the related Option Right or Free-Standing Appreciation Right, respectively.

(jj) “Subsidiary” means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture, limited liability company, or unincorporated association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company; ~~provided~~, ~~however~~, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which at the time the Company owns or controls, directly or indirectly, more than 50 percent of the total combined Voting Power represented by all classes of stock issued by such corporation.

~~(kk) “Tandem Appreciation Right” means an Appreciation Right granted pursuant to~~ ~~Section 5~~ ~~of this Plan that is granted in tandem with an Option Right.~~

(ll) “Voting Power” means at any time, the combined voting power of the then-outstanding securities entitled to vote generally in the election of Directors in the case of the Company, or members of the board of directors or similar body in the case of another entity.

	LAYNE CHRISTENSEN CO.
3.CASELLA WASTE SYS INC. - CL A	~~Shares Available Under the Plan~~.

~~(a)Maximum Shares Available Under Plan~~.

LMI AEROSPACE INC.

~~(i)~~CDI CORP.

~~Subject to adjustment as provided in~~ ~~Section 11~~ ~~of this Plan and the share counting rules set forth in~~ ~~Section 3(b)~~ of this Plan, the number of Common Shares available under the Plan for awards of (A) Option Rights or Appreciation Rights, (B) Restricted Shares, (C) Restricted Stock Units, (D) Performance Shares or Performance Units, (E) awards contemplated by ~~Section 9~~ ~~of this Plan, or (F) dividend equivalents paid with respect to awards made under this Plan~~shall be, in the aggregate, 4,350,000 Common Shares (2,000,000 of which were approved in 2015 and 2,350,000 of which are anticipated to be approved by Shareholders in 2018). Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.

	LSI INDUSTRIES INC.
~~(ii)~~CECO ENVIRONMENTAL CORP.	~~The aggregate number of Common Shares available under~~ ~~Section 3(a)(i)~~ ~~of this Plan will be reduced by one Common Share for every one Common Share subject to an award granted under this Plan.~~

~~(b)Share Counting Rules~~.

	MANITEX INTERNATIONAL INC.
~~(i)~~CELADON GROUP INC.	If any award granted under this Plan is cancelled or forfeited, expires or is settled for cash (in whole or in part), or is unearned (in whole or in part), the Common Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available under ~~Section 3(a)(i)~~.

MILLER INDUSTRIES INC./TN

~~(ii)~~CENVEO INC.

Notwithstanding anything to the contrary contained herein: (A) Common Shares withheld by the Company in payment of the Option Price of an Option Right will not be added back to the aggregate number of Common Shares available under ~~Section 3(a)(i)~~ ~~above; (B) Common Shares tendered or otherwise used in payment of the Option Price of an Option Right will not be added to the aggregate number of Common Shares available under~~ ~~Section 3(a)(i)~~ above; (C) Common Shares withheld by the Company or tendered or otherwise used to satisfy a tax withholding obligation with respect to an Option Right or Appreciation Right will not be added (or added back, as applicable) to the aggregate number of Common Shares available under ~~Section 3(a)(i)~~ above; (D) Common Shares withheld by the Company or tendered or otherwise used to satisfy a tax withholding obligation with respect to an Award other than an Option Right or Appreciation Right will be added (or added back, as applicable) to the aggregate number of Common Shares available under ~~Section 3(a)(i)~~ above (provided, however, that such recycling of Common Shares for tax withholding purposes will be limited to 10 years from the date of stockholder approval of the Plan if such recycling involves Common Shares that have actually been issued by the Company); (E) Common Shares subject to an Appreciation Right that are not actually issued in

~~connection with its Common Shares settlement on exercise thereof will not be added back to the aggregate number of Common Shares available under~~ ~~Section 3(a)(i)~~ above; and (F) Common Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Option Rights will not be added to the aggregate number of Common Shares available under ~~Section 3(a)(i)~~ above. If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange for Common Shares based on fair market value, such Common Shares will not count against the aggregate number of Common Shares available under ~~Section 3(a)(i)~~ ~~above.~~

~~(c)Limit on Incentive Stock Options. Notwithstanding anything in this~~ ~~Section 3, or elsewhere in this Plan, to the contrary and subject to adjustment as provided in~~ ~~Section 11~~ ~~of this Plan, the aggregate number of Common Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 4,350,000 Common Shares.~~

~~(d)Individual Participant Limits. Notwithstanding anything in this~~ ~~Section 3, or elsewhere in this Plan, to the contrary, and subject to adjustment as provided in~~ ~~Section 11~~ ~~of this Plan:~~

	MYR GROUP INC.
~~(i)~~CIVEO CORP.	~~No Participant will be granted Option Rights and/or Appreciation Rights, in the aggregate, for more than 250,000 Common Shares during any calendar year.~~

	NEFF CORP.
~~(ii)~~COLUMBUS MCKINNON CORP.	~~No Participant will be granted Qualified Performance-Based Awards of Restricted Shares, Restricted Stock Units, Performance Shares and/or other awards under~~ ~~Section 9~~ ~~of this Plan, in the aggregate, for more than 500,000 Common Shares during any calendar year.~~

	NN INC.
~~(iii)~~COMMERCIAL VEHICLE GROUP INC.	~~In no event will any Participant in any calendar year receive Qualified Performance-Based Awards of Performance Units and/or other awards payable in cash under~~ ~~Section 9~~ ~~of this Plan having an aggregate maximum value as of their respective Dates of Grant in excess of $2,500,000.~~

	NORTHWEST PIPE CO.
~~(iv)~~CONRAD INDUSTRIES INC.	~~In no event will any Participant in any calendar year receive Qualified Performance-Based Awards that are Cash Incentive Awards having an aggregate maximum value in excess of $5,000,000.~~

	ORION MARINE GROUP INC.
~~(v)~~COVENANT TRANSPORTATION GROUP	In no event will any non-employee Director in any calendar year be granted compensation for such service having an aggregate maximum value (measured at the Date of Grant as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of $500,000.

P.A.M. TRANSPORTATION SVCS

~~(vi)~~CRA INTERNATIONAL INC.

Notwithstanding anything in this Plan to the contrary (except for the discretionary acceleration provisions of the Plan), up to 5% of the maximum number of Common Shares available for awards under this Plan as provided for in ~~Section 3(a)~~ ~~of this Plan, as may be adjusted under~~ ~~Section 11~~ ~~of this Plan, may be used for awards granted under~~ ~~Section 4~~ ~~through~~ ~~Section 9~~ ~~of this Plan that do not at grant comply with the applicable one-year minimum vesting or performance period requirements set forth in such sections of this Plan.~~

	PANGAEA LOGISTICS SOLUTIONS
4.CYPRESS ENERGY PARTNERS LP	~~Option Rights~~. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

~~(a)Each grant will specify the number of Common Shares to which it pertains subject to the limitations set forth in~~ ~~Section 3~~ ~~of this Plan.~~

~~(b)Each grant will specify an Option Price per share, which (except with respect to awards under~~ ~~Section 22~~ ~~of this Plan) may not be less than the Market Value per Share on the Date of Grant.~~

~~(c)~~Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee (or other consideration authorized pursuant to ~~Section 4(d)~~ of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to any conditions or limitations established by the Committee, the Company’s withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee.

~~(d)~~To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates.

~~(e)Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised.~~

~~(f)~~Each grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable; ~~provided~~, that, except as otherwise described in this subsection, no portion of any grant of Option Rights may become exercisable sooner than after one year or a one-year performance period. Notwithstanding the minimum vesting provisions of this Plan, a grant of Option Rights may provide for the earlier exercise of such Option Rights, including in the event of the retirement, death or disability of a Participant, or in the event of a Change in Control.

~~(g)Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights.~~

~~(h)~~Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations

~~of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code.~~

~~(i)The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under~~ ~~Section 5~~ ~~of this Plan.~~

~~(j)No Option Right will be exercisable more than 10 years from the Date of Grant.~~

~~(k)Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.~~

~~(l)~~Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

	PARK OHIO HOLDINGS CORP.
5.DOUGLAS DYNAMICS INC.	~~Appreciation Rights~~.

~~(a)~~The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting (i) to any Optionee, of Tandem Appreciation Rights in respect of Option Rights granted hereunder, and (ii) to any Participant, of Free-Standing Appreciation Rights. A Tandem Appreciation Right will be a right of the Optionee, exercisable by surrender of the related Option Right, to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights may be granted at any time prior to the exercise or termination of the related Option Rights; ~~provided~~, ~~however~~, that a Tandem Appreciation Right awarded in relation to an Incentive Stock Option must be granted concurrently with such Incentive Stock Option. A Free-Standing Appreciation Right will be a right of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise.

~~(b)Each grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:~~

	POWELL INDUSTRIES INC.
~~(i)~~DUCOMMUN INC.	~~Each grant may specify that the amount payable on exercise of an Appreciation Right will be paid by the Company in cash, Common Shares or any combination thereof.~~

	POWER SOLUTIONS INTL INC.
~~(ii)~~DXP ENTERPRISES INC.	~~Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Committee at the Date of Grant.~~

	POWERSECURE INTL INC.
~~(iii)~~ENNIS INC.	~~Any grant may specify waiting periods before exercise and permissible exercise dates or periods.~~

PREFORMED LINE PRODUCTS CO.

~~(iv)~~ENPHASE ENERGY INC.

Each grant may specify the period or periods of continuous service by the Participant with the Company or any Subsidiary that is necessary before the Appreciation Rights or installments thereof will become exercisable; ~~provided~~, that, except as otherwise described in this subsection, no portion of any grant of Appreciation Rights may become exercisable sooner than after one year or a one-year performance period. Notwithstanding the minimum vesting provisions of this Plan, Appreciation Rights may provide for the earlier exercise of such Appreciation Rights, including in the event of the retirement, death or disability of a Participant, or in the event of a Change in Control.

	RADIANT LOGISTICS INC.
~~(v)~~FOSTER (LB) CO.	~~Any grant of Appreciation Rights may specify Management Objectives that must be achieved as a condition of the exercise of such Appreciation Rights.~~

	REPUBLIC AIRWAYS HLDGS INC.
~~(vi)~~FRANKLIN COVEY CO.	Each grant of Appreciation Rights will be evidenced by an Evidence of Award, which Evidence of Award will describe such Appreciation Rights, identify the related Option Rights (if applicable), and contain such other terms and provisions, consistent with this Plan, as the Committee may approve.

~~(c)~~Any grant of Tandem Appreciation Rights will provide that such Tandem Appreciation Rights may be exercised only at a time when the related Option Right is also exercisable and at a time when the Spread is positive, and by surrender of the related Option Right for cancellation. Successive grants of Tandem Appreciation Rights may be made to the same Participant regardless of whether any Tandem Appreciation Rights previously granted to the Participant remain unexercised.

~~(d)Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.~~

~~(e)Regarding Free-Standing Appreciation Rights only:~~

	SL INDUSTRIES INC.
~~(i)~~FREIGHTCAR AMERICA INC.	~~Each grant will specify in respect of each Free-Standing Appreciation Right a Base Price, which (except with respect to awards under~~ ~~Section 22~~ ~~of this Plan) may not be less than the Market Value per Share on the Date of Grant;~~

	SPARTON CORP.
~~(ii)~~FURMANITE CORP.	~~Successive grants may be made to the same Participant regardless of whether any Free-Standing Appreciation Rights previously granted to the Participant remain unexercised; and~~

	STARRETT (L.S.) CO. - CL A
~~(iii)~~GENERAL FINANCE CORP/DE	~~No Free-Standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.~~

	STERLING CONSTRUCTION CO INC.
6.GLOBAL BRASS & COPPER HLDGS	~~Restricted Shares~~. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

~~(a)~~Each such grant or sale will constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to.

~~(b)Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share at the Date of Grant.~~

~~(c)~~Each such grant or sale will provide that the Restricted Shares covered by such grant or sale will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee at the Date of Grant or until achievement of Management Objectives referred to in subparagraph (e) below. If the elimination of restrictions is based only on the passage of time rather than the achievement of Management Objectives, the period of time with respect to any portion of such grant of Restricted Shares will be no shorter than one year.

~~(d)~~Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares will be prohibited or restricted in the manner and to the extent prescribed by the Committee at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee).

~~(e)Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Shares;~~ ~~provided~~, ~~however~~, that notwithstanding subparagraph (c) above, for Restricted Shares that vest upon the achievement of Management Objectives, the performance period with respect to any portion of such grant of Restricted Shares must be at least one year.

~~(f)~~Notwithstanding anything to the contrary contained in this Plan (including minimum vesting requirements), Restricted Shares may provide for the earlier termination of restrictions on such Restricted Shares, including in the event of the retirement, death or disability of a Participant, or in the event of a Change in Control; ~~provided~~, ~~however~~, that no award of Restricted Shares intended to be a Qualified Performance-Based Award will provide for such early termination of restrictions (other than in connection with the death or disability of the Participant or a Change in Control) to the extent such provisions would cause such award to fail to be a Qualified Performance-Based Award.

~~(g)~~Any such grant or sale of Restricted Shares may require that any or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and reinvested in additional Restricted Shares, which may be subject to the same restrictions as the underlying award; ~~provided~~, ~~however, that for the avoidance of doubt, dividends or other distributions on Restricted Shares will be deferred until and paid contingent upon the vesting of the related Restricted Shares.~~

~~(h)~~Each grant or sale of Restricted Shares will be evidenced by an Evidence of Award and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Shares will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Shares will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares.

	SUPREME INDUSTRIES INC.
7.GREAT LAKES DREDGE & DOCK CP	~~Restricted Stock Units~~. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

~~(a)~~Each such grant or sale will constitute the agreement by the Company to deliver Common Shares or cash, or a combination thereof, to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include the achievement of Management Objectives) during the Restriction Period as the Committee may specify.

~~(b)~~If a grant of Restricted Stock Units specifies that the Restriction Period will terminate only upon the achievement of Management Objectives or that the Restricted Stock Units will be earned based on the achievement of Management Objectives, then, notwithstanding anything to the contrary contained in subparagraph (d) below, the applicable performance period with respect to any portion of the Restricted Stock Units must be at least one year.

~~(c)Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share at the Date of Grant.~~

~~(d)~~If the Restriction Period lapses only by the passage of time rather than the achievement of Management Objectives as provided in subparagraph (b) above, each such grant or sale (and any portion thereof) will be subject to a Restriction Period of not less than one year.

~~(e)~~Notwithstanding anything to the contrary contained in this Plan (including minimum vesting requirements), Restricted Stock Units may provide for the earlier lapse or other modification of the Restriction Period, including in the event of the retirement, death or disability of a Participant, or in the event of a Change in Control; ~~provided~~, ~~however~~, that no award of Restricted Stock Units intended to be a Qualified Performance-Based Award will provide for such early lapse or modification of the Restriction Period (other than in connection with the death or disability of the Participant or a Change in Control) to the extent such provisions would cause such award to fail to be a Qualified Performance-Based Award.

~~(f)~~During the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have no rights of ownership in the Common Shares deliverable upon payment of the Restricted Stock Units and will have no right to vote them, but the Committee may, at the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock Units on a deferred and contingent basis, either in cash or in additional Common Shares; ~~provided~~, ~~however~~, for the avoidance of doubt, that dividend equivalents or other distributions on Common Shares underlying Restricted Stock Units will be deferred until and paid contingent upon the vesting of the related Restricted Stock Units.

~~(g)~~Each grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units that have been earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in Common Shares or cash, or a combination thereof.

~~(h)Each grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.~~

TITAN INTERNATIONAL INC.

8.GP STRATEGIES CORP.

~~Cash Incentive Awards, Performance Shares and Performance Units~~. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

~~(a)~~Each grant will specify the number or amount of Performance Shares or Performance Units, or amount payable with respect to Cash Incentive Awards, to which it pertains, which number or amount may be subject to adjustment to reflect changes in compensation or other factors; ~~provided~~, ~~however~~, that no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

~~(b)~~The Performance Period with respect to each Cash Incentive Award, Performance Share or Performance Unit (and any portion of such awards) will be such period of time (not less than one year) as will be determined by the Committee at the time of grant, which may be subject to earlier lapse or other modification, including in the event of the retirement, death or disability of a Participant, or in the event of a Change in Control; ~~provided~~, ~~however~~, that no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such event, the Evidence of Award will specify the time and terms of delivery.

~~(c)~~Any grant of Cash Incentive Awards, Performance Shares or Performance Units will specify Management Objectives which, if achieved, will result in payment or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level or levels of achievement and may set forth a formula for determining the number of Performance Shares or Performance Units, or amount payable with respect to Cash Incentive Awards, that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified Management Objectives.

~~(d)~~Each grant will specify the time and manner of payment of Cash Incentive Awards, Performance Shares or Performance Units that have been earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company in cash, in Common Shares, in Restricted Shares or Restricted Stock Units or in any combination thereof.

~~(e)~~Any grant of Cash Incentive Awards, Performance Shares or Performance Units may specify that the amount payable or the number of Common Shares or Restricted Shares or Restricted Stock Units with respect thereto may not exceed a maximum specified by the Committee at the Date of Grant.

~~(f)~~The Committee may, at the Date of Grant of Performance Shares, provide for the payment of dividend equivalents to the holder thereof either in cash or in additional Common Shares, subject in all cases to deferral and payment on a contingent basis based on the Participant’s earning of the Performance Shares with respect to which such dividend equivalents are paid. Performance Units granted under this Plan may not provide for dividends or dividend equivalents thereon.

~~(g)~~Each grant of Cash Incentive Awards, Performance Shares or Performance Units will be evidenced by an Evidence of Award and will contain such other terms and provisions, consistent with this Plan, as the Committee may approve.

	TITAN MACHINERY INC.
9.HARDINGE INC.	~~Other Awards~~.

~~(a)Subject to applicable law and the applicable limits set forth in~~ ~~Section 3~~ of this Plan, the Committee may grant to any Participant such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the Common Shares or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of the Company. The Committee will determine the terms and conditions of such awards. Common Shares delivered pursuant to an award in the nature of a purchase right granted under this ~~Section 9~~ will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, Common Shares, other awards, notes or other property, as the Committee determines.

~~(b)Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this~~ ~~Section 9~~.

~~(c)~~The Committee may grant Common Shares as a bonus, or may grant other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code.

~~(d)If the earning or vesting of, or elimination of restrictions applicable to, an award granted under this~~ ~~Section 9~~ is based only on the passage of time rather than the achievement of Management Objectives, the period of time shall be no shorter than one year with respect to any portion of such award. If the earning or vesting of, or elimination of restrictions applicable to, awards

~~granted under this~~ ~~Section 9~~ ~~is based on the achievement of Management Objectives, the performance period must be at least one year with respect any portion of such awards.~~

~~(e)~~ ~~The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under this~~ ~~Section 9~~ ~~on a deferred and contingent basis, either in cash or in additional Common Shares;~~ ~~provided~~, ~~however, that dividend equivalents or other distributions on Common Shares underlying awards granted under this~~ ~~Section 9~~ ~~will be deferred until and paid contingent upon the earning of such awards.~~

~~(f)Notwithstanding anything to the contrary contained in this Plan (including minimum vesting requirements), an award under this~~ ~~Section 9~~ may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death or disability of the Participant, or in the event of a Change in Control; ~~provided~~, ~~however~~, that no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such event, the Evidence of Award will specify the time and terms of delivery.

	TRC COS INC.
~~10.~~HC2 HOLDINGS INC.	~~Administration of this Plan~~.

~~(a)~~This Plan will be administered by the Committee. The Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee.

~~(b)~~The interpretation and construction by the Committee of any provision of this Plan or of any Evidence of Award (or related documents) and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any Plan Section or other provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee.

~~(c)~~To the extent permitted by law, the Committee may delegate to one or more of its members or to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under the Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards; ~~provided~~, ~~however~~, that (A) the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer, Director, or more than 10% beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act, or any Covered Employee; (B) the resolution providing for such authorization sets forth the total number of Common Shares such officer(s) may grant; and (C) the officer(s) will report periodically to the Committee regarding the nature and scope of the awards granted pursuant to the authority delegated.

TWIN DISC INC.

~~11.~~HERITAGE-CRYSTAL CLEAN INC.

~~Adjustments~~. The Committee shall make or provide for such adjustments in the numbers of Common Shares covered by outstanding Option Rights, Appreciation Rights, Restricted Shares, Restricted Stock Units, Performance Shares and Performance Units granted hereunder and, if applicable, in the number of Common Shares covered by other awards granted pursuant to ~~Section 9~~ hereof, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, in the kind of shares covered thereby, in Cash Incentive Awards, and in other award terms, as the Committee, in its sole discretion, exercised in good faith, shall determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee shall provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, shall determine to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the person holding such Option Right or Appreciation Right. The Committee shall also make or provide for such adjustments in the numbers of shares specified in ~~Section 3~~ ~~of this Plan as the Committee in its sole discretion, exercised in good faith, shall determine is appropriate to reflect any transaction or event described in this~~ ~~Section 11~~; ~~provided~~, ~~however, that any such adjustment to the number specified in~~ ~~Section 3(c)~~ ~~will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify.~~

	UNIVERSAL TRUCKLOAD SERVICES
~~12.~~HILL INTERNATIONAL INC.	~~Change in Control~~. For purposes of this Plan, except as may be otherwise prescribed by the Committee in an Evidence of Award made under this Plan, a “Change in Control” will be deemed to have occurred upon the occurrence (after the Effective Date) of any of the following events:

~~(a)~~any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (i) the then-outstanding Common Shares (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); ~~provided~~, ~~however~~, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate or (D) any acquisition pursuant to a transaction that complies with ~~Sections 12(c)(i)~~, ~~(c)(ii)~~ ~~and~~ ~~(c)(iii)~~ ~~below;~~

~~(b)individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board;~~ ~~provided~~, ~~however~~, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

~~(c)~~consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

~~(d)approval by the Shareholders of a complete liquidation or dissolution of the Company.~~

USA TRUCK INC.

~~13.~~HOUSTON WIRE & CABLE CO.

~~Detrimental Activity and Recapture Provisions~~. Any Evidence of Award may provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either (a) during employment or other service with the Company or a Subsidiary or (b) within a specified period after termination of such employment or service, shall engage in any detrimental activity. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Shares may be traded.

VECTRUS INC.

~~14.~~HUDSON GLOBAL INC.

~~Non U.S. Participants~~. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide services to the Company under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including, without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan

~~as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.~~

	VICOR CORP.
~~15.~~HURCO COMPANIES INC.	~~Transferability~~.

~~(a)~~Except as otherwise determined by the Committee, no Option Right, Appreciation Right, Restricted Shares, Restricted Stock Unit, Performance Share, Performance Unit, Cash Incentive Award, award contemplated by ~~Section 9~~ of this Plan or dividend equivalents paid with respect to awards made under this Plan will be transferable by the Participant except by will or the laws of descent and distribution. In no event will any such award granted under the Plan be transferred for value. Except as otherwise determined by the Committee, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law or court supervision.

~~(b)~~The Committee may specify at the Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Stock Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in ~~Section 6~~ ~~of this Plan, will be subject to further restrictions on transfer.~~

VOLT INFO SCIENCES INC.

~~16.~~HUTTIG BUILDING PRODUCTS INC.

~~Withholding Taxes~~. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of Common Shares, and such Participant fails to make arrangements for the payment of tax, then, unless otherwise determined by the Committee, the Company will withhold Common Shares having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required to be withheld under applicable income and employment tax laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the shares required to be delivered to the Participant, Common Shares having a value equal to the amount required to be withheld or by delivering to the Company other Common Shares held by such Participant. The shares used for tax withholding will be valued at an amount equal to the market value of such Common Shares on the date the benefit is to be included in Participant’s income. In no event will the market value of the Common Shares to be withheld and delivered pursuant to this Section to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld. Participants will also make such arrangements as the Company may require for the payment of any withholding tax obligation that may arise in connection with the disposition of Common Shares acquired upon the exercise of Option Rights.

	VSE CORP.
~~17.~~INNERWORKINGS INC.	~~Compliance with Section 409A of the Code~~.

~~(a)~~To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

~~(b)~~Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any of its Subsidiaries.

~~(c)~~If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the fifth business day of the seventh month after such separation from service.

~~(d)~~Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

	XERIUM TECHNOLOGIES INC.
~~18.~~INSTEEL INDUSTRIES	~~Amendments~~.

~~(a)The Board may at any time and from time to time amend this Plan in whole or in part;~~ ~~provided~~, ~~however, that if an amendment to this Plan, for purposes of applicable stock exchange rules and except as permitted under~~ ~~Section 11~~ of this Plan, (i) would materially increase the benefits accruing to participants under this Plan, (ii) would materially increase the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan,or (iv) must otherwise be approved by the shareholders of the Company in order to comply with applicable law or the rules of the New York Stock Exchange or, if the Common Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Shares are traded or quoted, all as determined by the Board, then, such amendment will be subject to shareholder approval and will not be effective unless and until such approval has been obtained.

~~(b)Except in connection with a corporate transaction or event described in~~ ~~Section 11~~ of this Plan, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base Price of outstanding Appreciation Rights, or cancel outstanding Option Rights or Appreciation Rights in exchange for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without shareholder approval. This ~~Section 18(b)~~ ~~is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and will not be construed to prohibit the adjustments provided for in~~ ~~Section 11~~ ~~of this Plan. Notwithstanding any provision of this Plan to the contrary, this~~ ~~Section 18(b)~~ ~~may not be amended without approval by the Company’s shareholders.~~

~~(c)~~If permitted by Section 409A of the Code and Section 162(m) of the Code, but subject to the paragraph that follows, notwithstanding the Plan’s minimum vesting requirements, and including in the case of termination of employment by reason of death, disability or retirement, or in the case of unforeseeable emergency or other special circumstances or in the event of a Change in Control, to the extent a Participant holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any Cash Incentive Awards, Performance Shares or Performance Units which have not been fully earned, or any other awards made pursuant to ~~Section 9~~ ~~subject to any vesting schedule or transfer restriction, or who holds Common Shares subject to any transfer restriction imposed pursuant to~~ ~~Section 15(b)~~ of this Plan, the Committee may, in its sole discretion, accelerate the time at which such Option Right, Appreciation Right or other award may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Cash Incentive Awards, Performance Shares or Performance Units will be deemed to have been fully earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award, except in the case of a Qualified Performance-Based Award where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

~~(d)Subject to~~ ~~Section 18(b)~~ hereof, the Committee may amend the terms of any award theretofore granted under this Plan prospectively or retroactively, except in the case of a Qualified Performance-Based Award (other than in connection with the Participant’s death or disability, or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Committee will not make any modification of the Management Objectives or the level or levels of achievement with respect to such Qualified Performance-Based Award. Subject to ~~Section 11~~ above, no such amendment will impair the rights of any Participant without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination.


~~19.~~	~~Governing Law~~. ~~This Plan and all grants and awards and actions taken hereunder will be governed by and construed in accordance with the internal substantive laws of the State of Delaware.~~

~~20.~~

~~Effective Date/Termination~~. The Company established the Horizon Global Corporation 2015 Equity and Incentive Compensation Plan in 2015 (the “2015 Plan”). The Company amended and restated in its entirety the 2015 Plan as of March 8, 2016, in the form of the Horizon Global Corporation Amended and Restated 2015 Equity and Incentive Compensation Plan (the “Amended and Restated 2015 Plan”), which was approved by Shareholders on May 17, 2016. The Company hereby again amends and restates in its entirety, as of the Effective Date, the Amended and Restated 2015 Plan in the form of this document (the “Second Amended and Restated 2015 Plan”). For clarification purposes, the terms and conditions of the Second Amended and Restated 2015 Plan, to the extent they differ from the terms and conditions of either the 2015 Plan or the Amended and Restated 2015 Plan, shall not apply to or otherwise impact previously granted or outstanding awards under the 2015 Plan or the Amended and Restated 2015 Plan, as applicable. This Second Amended and Restated 2015 Plan will be effective as of the Effective Date. No grant will be made under this Plan on or after the tenth anniversary of the Effective Date, but all grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan (or predecessor versions, as applicable).


~~21.~~	~~Miscellaneous Provisions~~.

~~(a)The Company will not be required to issue any fractional Common Shares pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.~~

~~(b)~~This Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time.

~~(c)Except with respect to~~ ~~Section 21(e)~~, to the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision of this Plan.

~~(d)~~No award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or stock thereunder, would be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having jurisdiction over this Plan.

~~(e)~~Absence on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered interruption or termination of service of any employee for any purposes of this Plan or awards granted hereunder.

~~(f)~~No Participant will have any rights as a shareholder with respect to any shares subject to awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such shares upon the stock records of the Company.

~~(g)~~The Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant.

~~(h)~~Except with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the issuance of Common Share under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which are intended to comply with the requirements of Section 409A of the Code. The Committee also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts.

~~(i)~~If any provision of this Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify this Plan or any award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force and effect.


~~22.~~	~~Stock-Based Awards in Substitution for Option Rightsor Awards Granted by Other Company~~. ~~Notwithstanding anything in this Plan to the contrary:~~

~~(a)~~Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Common Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.

~~(b)~~In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under the Plan; ~~provided~~, ~~however~~, that awards using such available shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any Subsidiary prior to such acquisition or merger.

~~(c)Any Common Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under~~ ~~Sections 22(a)~~ or ~~22(b)~~ ~~above will not reduce the Common Shares available for issuance or transfer under the Plan or otherwise count against the limits contained in~~ ~~Section 3~~ ~~of the Plan. In addition, no Common Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under~~ ~~Sections 22(a)~~ or ~~22(b)~~ ~~above will be added to the aggregate plan limit contained in~~ ~~Section 3~~ ~~of the Plan.~~

In accordance with Rule 14a-6(d) under Regulation 14A of the Securities Exchange Act of 1934, please be advised that Horizon Global Corporation intends to release definitive copies of the proxy statement to security holders on or about April 3, 2018.

HORIZON GLOBAL CORPORATION

2600 WEST BIG BEAVER ROAD, SUITE 555

TROY, MI 48084

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.



TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PROPOSALS 1, 4 AND 5 AND FORTHE ~~FOLLOWING:~~NOMINEES LISTED IN PROPOSALS 2 AND 3:



		For	Against	Abstain
1.	Approve the amendments to the Company’s Amended and Restated Certificate of Incorporation to implement immediately a declassified Board of Directors.	o	o	o



		For	Withhold	For All
If Proposal 1 is approved,		All	All	Except
1. 2.	Election of Nine Directors	o	o	o
~~Nominees~~	Nominees:

01 ~~Scott G. Kunselman~~	Carl S. Bizon
02	Frederick A. “Fritz” Henderson
03	Denise Ilitch
04	John C. Kennedy
05	Ryan L. Langdon
06	Brett N. Milgim
07	David A. Roberts
~~03 Maximiliane C. Straub~~08	Mark D. Weber
09	Harry J. Wilson



		For	Withhold	For All
If Proposal 1 is not approved,		All	All	Except
3.	Election of Three Directors	o	o	o
	Nominees:

01	Carl S. Bizon
02	Frederick A. “Fritz” Henderson
03	Harry J. Wilson

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

To vote against all nominees, mark “Withhold All” above. To vote against an individual nominee, mark “For All Except” and write the nominee’s number on the line above.



		For	Against	Abstain
2.4.	To approve, ~~amendments~~for purposes of the rules of the New York Stock Exchange, the issuance of warrants, and the shares of our common stock issuable upon exercise thereof, to ~~the Company’s Amended and Restated Certificate of Incorporation to implement a declassified Board of Directors.~~certain lenders under our Second Lien Term Facility.	o	o	o



		For	Against	Abstain
3.5.	~~To approve~~Ratification of the appointment of Deloitte & Touche LLP as the Company’s ~~Amended and Restated 2015 Equity and Incentive Compensation Plan.~~independent registered public accounting firm for the fiscal year ending December 31, 2019.	o	o	o

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTEAGAINSTPROPOSAL 6.



		For	Against	Abstain
4.6.	~~Ratification~~To consider a stockholder proposal asking our Board of Directors to immediately take the necessary steps to achieve a sale, merger or other disposition of the ~~appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.~~Company, if properly presented.	o	o	o

NOTE: Such other business as may properly come before the meeting or any adjournment thereof. This proxy/voting instruction, when properly executed, will be voted in accordance with the directions indicated, and if no directions are given, will be voted FOR all nominees ~~on proposals 1;~~listed in proposal 2, if proposal 1 is approved; FOR all nominees listed in proposal 3, if proposal 1 is not approved; FOR proposals ~~2, 3~~1, 4 and 4.5; and AGAINST proposal 6. The proxies will vote in their discretion upon any and all other matters which may properly come before the meeting, or any adjournment thereof.



For address changes and/or comments, please check this box and write them on the back where indicated.		o



	Yes	No
Please indicate if you plan to attend this meeting	o	o



Horizon Global Corporation
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

xý	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:



STOCKHOLDER ACTION Proposal for Your Vote	Board Voting Recommendation
Proposal 1: ~~Re-Election of Class III Directors - Messrs. Kunselman and Roberts, and Ms. Straub.~~	~~FOR each nominee~~
~~Proposal 2~~: Approval of amendments to the Company’s ~~Amended and Restated~~ Certificate of Incorporation to implement immediately a declassified Board of Directors.	FOR
Proposal 2: If Proposal 1 is approved, election of nine directors to serve until the Annual Meeting of Stockholders in 2020.	FOR each nominee
Proposal 3: If Proposal 1 is not approved, election of three Class I directors to serve until the Annual Meeting of Stockholders in 2021.	FOR each nominee
Proposal 4: Approval, for purposes of the ~~Horizon Global Corporation Amended~~rules of the New York Stock Exchange, of the issuance of warrants, and ~~Restated 2015 Equity and Incentive Compensation Plan.~~the shares of common stock issuable upon exercise thereof, to certain lenders under the Company’s Second Lien Term Facility.	FOR
Proposal 45: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2018.~~2019.	FOR
Proposal 6: Consideration of a stockholder proposal asking our Board to immediately take the necessary steps to achieve a sale, merger or other disposition of the Company, if properly presented.	AGAINST



What We Do (Practices We Have Implemented)			What We Don’t Do (Practices We Have Not Implemented)
þ	~~Review~~Generally review competitive market data sourced from a peer group of companies and compensation databases or tools to understand the market for executive compensation decisions		ý	Do not maintain compensation programs that we believe create risks reasonably likely to have a material adverse effect on the Company
þ	Maintain policies prohibiting executives from hedging Company stock and limiting executives’ ability to pledge Company stock		ý	Do not have employment contracts with any of our NEOs
þ	Maintain strong stock ownership guidelines for executives (five times base salary for CEO; three times base salary for other NEOs)	��	ý	Do not provide excise tax gross-ups upon a change in control
þ	Use different metrics for annual and long-term incentive compensation		ý	Do not discount, reload or reprice stock options without stockholder approval
þ	Obtain advice for the Compensation Committee from an external, independent compensation consultant		ý	Do not grant equity awards that provide for “single-trigger” vesting upon a change in control
þ	Utilize both time-vesting and performance-based equity compensation as part of the Company’s regular long-term incentive program		ý	Do not provide dividends or dividend equivalents on unearned performance-based equity awards
þ	Offer limited perquisites or personal benefits that we believe provide a benefit to the Company’s business
þ	Provide reasonable post-employment and change in control protections
þ	Maintain a “clawback” policy and include clawback provisions in long-term incentive awards



Element	Nature	Description
Base Salary	Fixed	Fixed compensation component payable in cash; reviewed annually and subject to adjustment
Short-Term Incentive (“STI”) Compensation Plan Awards	Variable	STI paid in cash based on performance against annually established goals
Long-Term Incentive (“LTI”) Plan Awards	Variable	LTI equity- and cash-based awards include time-based restricted stock units, ~~performance-based restricted stock units~~PSUs and performance-based cash incentive awards
Retirement and Welfare Benefits	Fixed	Retirement plans, health care and insurance benefits
Perquisites and Personal Benefits	Fixed	Flexible cash allowance, supplemental long-term disability coverage, relocation benefits, and executive physicals
Hire/Interim Role Bonuses	Variable	Reasonable compensation for recruiting executives and retaining during interim roles
Severance Compensation	Fixed	Reasonable and market-competitive severance protection designed to attract and retain executive talent


Name	2017 Target STI Award Amount		Target Award as a % of January 1, 2017 Base Salary		2018 Target STI Award Amount		Target Award as a % of Base Salary
Carl Bizon					$	630,000	100.0	%
A. Mark Zeffiro	$	650,000	100.0	%	$	650,000	100.0	%
David G. Rice	$	201,500	65.0	%	$	201,500	65.0	%
Jay Goldbaum	$	125,000	50.0	%	$	140,000	50.0	%


1.	To approve amendments to the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to implement immediately a declassified Board of Directors;


2.	If Proposal 1 is approved, to elect nine directors to serve until the Annual Meeting of Stockholders in 2020;


3.	If Proposal 1 is not approved, to elect three Class I directors to serve until the Annual Meeting of Stockholders in 2021;


3.	~~To approve the Horizon Global Corporation Amended and Restated 2015 Equity and Incentive Compensation Plan;~~


4.5.	To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2018;~~2019;


6.	To consider a stockholder proposal asking our Board of Directors to immediately take the necessary steps to achieve a sale, merger or other disposition of the Company, if properly presented; and


5.7.	To transact such other business as may properly come before the meeting.



	By Order of the Board of Directors

	/s/ Jay Goldbaum
	Jay Goldbaum General Counsel, Chief Compliance Officer, and Corporate Secretary


(1)	Chair of the Board from February 14, 2018 to April 3, 2019. Formerly Co-Chair of the Board from July 1, 2016 to February 14, 2018.



Name	Age	Title	Term Ending
Scott G. Kunselman⁽¹⁾⁽²⁾	54	Director	2018
David C. Dauch⁽³⁾	53	Director	2018
Samuel Valenti III⁽³⁾	72	Director	2018
David A. Roberts⁽¹⁾⁽⁴⁾	69	Director	2019
Richard D. Siebert	65	Director	2019
A. Mark Zeffiro⁽⁵⁾	51	President, Chief Executive Officer and Director	2019
Denise Ilitch⁽⁶⁾	62	Chair of the Board	2020
Richard L. DeVore	62	Director	2020
Maximiliane C. Straub⁽¹⁾⁽⁷⁾	54	Director	2020


(1)	Standing for ~~re-election~~reelection at the Annual Meeting.


(2)	~~Appointed March 8, 2016 with initial term expiring 2018.~~


~~(3)~~	~~Not standing for re-election at the Annual Meeting.~~


~~(4)~~	Appointed March 6, 2018 with initial term expiring 2019. As disclosed below, Mr. Roberts will resign as a Class I director immediately prior to the Annual Meeting and will stand for re-election as a Class III director at the Annual Meeting.


~~(5)~~	~~Co-Chair~~Chair of the Board from ~~June 29, 2015 to~~ February 14, ~~2018.~~


~~(6)~~	~~Chair of the Board since February 14, 2018.~~2018 to April 3, 2019. Formerly Co-Chair of the Board from July 1, 2016 to February 14, 2018.


~~(7)~~(3)	~~Appointed March 6, 2018 with initial term expiring 2020. As disclosed below, Ms. Straub will resign as a Class II director immediately prior to~~Chair of the ~~Annual Meeting and will stand for re-election as a Class III director at the Annual Meeting.~~Board from April 3, 2019.



~~Scott G. Kunselman~~Mr. Bizon was appointed President, Chief Executive Officer and Director of Horizon Global on October 29, 2018. Mr. Bizon joined Horizon Global in January 2018 as president of Horizon Americas before being promoted to Interim President and Chief Executive Officer of the Company on May 8, 2018. Prior to Horizon Global’s spin-off from its former parent company, TriMas Corporation (“TriMas”), Mr. Bizon led its international businesses from September 2008 to August 2015, including both Europe-Africa and Asia-Pacific. Before re-joining the Company, from August 2015 through August 2017, Mr. Bizon served as chief executive officer at Jayco Corporation, Australia’s largest manufacturer of camper trailers, caravans and motorhomes. Mr. Bizon served as general manager, chief executive of Swan Pluming Supplies, an independent plumbing merchant in Australia, from 2005 through 2008. Mr. Bizon held a variety of general management positions from 1995 through 2004 with Australian companies such as GWA International, Stramit Industries and Tubemakers. Mr. Bizon brings to the Board extensive operational experience, and has developed a strong knowledge and skill set in the areas of sales, manufacturing, customer management, product development, IT and large-scale project management.



Mr. Henderson was appointed to our Board on ~~March 8,~~April 3, 2019 and was named Chair of the Audit Committee at the time of his appointment. Mr. Henderson is currently chair of the board of Adient, PLC, an automotive parts manufacturer focused on automotive seating and interiors, since October 2018, and a director since October 2016. Mr. ~~Kunselman~~Henderson served as interim chief executive officer of Adient from June 2018 to September 2018. From 2010 until his retirement in December 2017, Mr. Henderson served as chair and chief executive officer of SunCoke Energy, Inc., a producer of coke, a principal raw material in the blast furnace steelmaking process. Mr. Henderson held the same positions at SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners L.P., the publicly-traded master limited partnership of which SunCoke Energy, Inc. is a sponsor, from 2013 to 2017. Mr. Henderson served as senior vice president of Sunoco, Inc., a transportation fuel provider with interests in logistics from September 2010, until SunCoke’s initial public offering in 2011. From 1984 to 2009, Mr. Henderson served in various executive management roles at General Motors, LLC, a global automotive company, including president and chief executive officer from April 2009 to December 2009, president and chief operating officer from March 2008 to March 2009, and vice chair and chief financial officer from January 2006 until February 2008. Since 2013, Mr. Henderson has served as a director, and as chair of the audit committee, of Marriott International, Inc., a multinational diversified hospitality company that manages and franchises a broad portfolio of hotels and related lodging facilities. From 2011 to 2014, Mr. Henderson served as a director and chair of the audit committee of Compuware Corporation, an IT software company. Mr. Henderson also is a trustee of the Alfred P. Sloan Foundation, a not-for-profit grantmaking institution that supports research and education in science, technology, engineering, mathematics and economics, since 2008. Mr. Henderson brings extensive corporate senior leadership and board leadership experience to the Horizon Board, as well as operational experience and broad financial expertise related to financial reporting, accounting and compliance for public companies.



Mr. Wilson was appointed to our Board on April 3, 2019. Mr. Wilson is currently the founder and chief executive officer of MAEVA Group, LLC, a turnaround and restructuring firm, which he founded in January 2011. Previously, Mr. Wilson served as ~~chair~~a senior advisor on the President’s Automotive Task Force from March 2009 to August 2009, and as a partner at Silver Point Capital, a credit-oriented investment fund, where he joined as a senior analyst in May 2003 and served until August 2008. From 1999 to 2003, Mr. Wilson worked in the private equity group at The Blackstone Group, a private equity firm. Mr. Wilson also held positions with Clayton, Dubilier & Rice, a private equity firm, from 1995 to 1997, and Goldman Sachs & Co. from 1993 to 1995. Mr. Wilson currently serves as a director of Visteon, an automotive supplier focused on automotive electronics, since January 2011 and as a director of Sotheby’s, one of the world’s leading auction houses, since May 2014. Mr. Wilson serves on a number of nonprofit boards and as co-chair of MAEVA Social Capital, Inc., a venture philanthropy organization focused on early childhood development, since 2017. From 2012 through 2013, Mr. Wilson previously served on the board of Yahoo! Inc., one of the world’s leading Internet media companies, and, from 2011 through 2014, Mr. Wilson served on the board of YRC Worldwide, Inc., a leading provider of transportation and global logistics services. Mr. Wilson brings a great deal of turnaround and automotive industry experience to the Horizon Board, as well as broad management, board, and financial and analytical expertise.



Mr. ~~Kunselman joined Oakland University, a public university with its main campus located~~Langdon was appointed to our Board on April 3, 2019. Mr. Langdon is currently senior managing director and co-founder of Newport Global Advisors, an alternative investment firm specializing in ~~Rochester, Michigan, as its chief operating officer.~~turnaround and special situation investments, since 2005. Prior to ~~joining Oakland University,~~the formation of Newport Global Advisors, Mr. ~~Kunselman~~Langdon served in the High Yield Group of AIG Global Investment Group, a business that provides investment advice and markets its asset management products and services, from 2002 to 2005, ultimately reaching the level of managing director responsible for its distressed credit portfolio. Mr. Langdon currently serves on the board of various privately held businesses spanning multiple sectors, including automotive supply, building products, industrial and consumer gases and cylinders, and internet retail. From 2005 to 2009, Mr. Langdon served on the board of iCPS, Inc., a company offering wireless mobility communications and network services. Mr. Langdon brings extensive financial management, business leadership and financial turnaround expertise.



Mr. Weber was appointed to our Board on April 3, 2019. Mr. Weber is currently senior vice president ~~- vehicle safety~~ and ~~regulatory compliance, FCA - North America for FCA US LLC~~chief operating officer of Federal Signal Corporation (“~~Chrysler”~~Federal Signal”), ~~an automobile~~a global manufacturer ~~headquartered~~of environmental cleaning equipment, emergency signaling systems and industrial warning equipment, since his appointment in ~~Auburn Hills, Michigan,~~January 2018. Mr. Weber previously served as president and chief executive officer of Supreme Industries, Inc. (“Supreme”), a leading manufacturer of final mile dry freight and refrigerated work trucks from ~~August 2014 through November 2015. Previously he~~May 2013 to September 2017, when Supreme was ~~senior~~sold to Wabash National Corporation. From 1996 to 2013, Mr. Weber held various leadership positions with Federal Signal including vice president, ~~- purchasing~~Sweeper Products, and ~~supplier quality~~president, Environmental Solutions Group. Prior to 1996, Mr. Weber served as director, Advanced Midrange Manufacturing for ~~Chrysler from~~Cummins, a U.S.-based global company in the design, manufacture and distribution of engines, filtration and power generation products. Mr. Weber brings extensive senior management experience leading companies in the industrial and manufacturing sectors, business turnaround leadership as well as deep operational expertise to the Horizon Board.



Mr. Kennedy was appointed to our Board on April ~~2012 to August~~3, 2019, and has served as Chair of the Board since his appointment. Mr. Kennedy is currently president and chief executive officer of Autocam Medical, a privately held contract manufacturer of precision-machined implants and instruments for surgical applications, which he founded in 2005. Mr. Kennedy previously served as the president and chief executive officer of Autocam Corporation, which he founded in 1988 and later sold in 2014. Mr. ~~Kunselman~~Kennedy is currently a board member of Lacks Enterprises, Inc., a Michigan-based privately held company providing complex, highly decorated components and systems for the ~~position~~exterior automotive trim market, since 2004; the Van Andel Institute, a Michigan-based nonprofit biomedical research and science education organization, since 2003; Shape Corporation, a full-service, tier-one automotive and industrial component supplier since 2014; and Business Leaders for Michigan, a nonprofit organization for business leaders that is focused on strategy, policy and business initiatives to drive Michigan’s economic growth. Outside of ~~senior vice president - engineering with Chrysler~~the business world, Mr. Kennedy dedicates a significant amount of time to improving education. Previously, Mr. Kennedy served on Grand Valley State University’s Board of Trustees, as chair from ~~June 2009~~2016 to ~~April 2012. In December 2017,~~2018 and trustee from 2011 to 2018. Mr. ~~Kunselman~~Kennedy is also a founding board member of Grand Rapids University Preparatory Academy, a public education school located in Grand Rapids, Michigan, since 2008. Mr. Kennedy has served on multiple education commissions for the State of Michigan. Currently he is a commissioner on the Governor’s PreK-12 Literacy Commission and he previously served on the State of Michigan’s Third Grade Reading Commission. Mr. Kennedy brings to Horizon Global extensive board and company leadership, business development expertise, and operational and manufacturing experience in the automotive and industrial business segments.



Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾		Total ($)
Denise Ilitch	$	152,000	$	80,000	$	232,000
David C. Dauch	$	98,000	$	80,000	$	178,000
Richard L. DeVore	$	117,000	$	80,000	$	197,000
Scott G. Kunselman	$	111,000	$	80,000	$	191,000
Richard D. Siebert	$	101,000	$	80,000	$	181,000
Samuel Valenti III	$	102,000	$	80,000	$	182,000


1.	Help attract and retain high-caliber executive talent needed to develop and execute the Company’s strategy;


2.	Align executives’ interests with overall corporate goals and objectives, core values and stockholder interests;


3.	Motivate and incentivize executives to achieve financial ~~and strategic~~ objectives;


4.	Reinforce consistent attainment of above-market performance; and


5.	Balance short-term performance with long-term value creation.


▪	Total target compensation was guided by the peer group composite;