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UNITED STATES Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
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Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12
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Welbilt, Inc. (Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| Payment of Filing Fee (Check the appropriate box): | |||
| ☒ | No fee required. | ||
| ☐ | 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: | ||
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| ☐ | Fee paid previously with preliminary materials. | ||
| ☐ | 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.: | ||
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| 4) | Date Filed: | ||
| SEC 1913 (02-02) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | ||
*** Exercise Your Right
to Vote ***
Important Notice Regarding the Availability of Proxy
Materials for the
Stockholder Meeting to Be Held on April 28, 2017.
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WELBILT, INC. |
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Meeting Information |
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Meeting Type: |
Annual Meeting |
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For holders as of: |
February 28, 2017 |
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Date: April 28, 2017 Time: 1:00 PM, EDT |
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WELBILT, INC. |
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Location: |
Welbilt, Inc. (formerly Manitowoc Foodservice, Inc.) |
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You
are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. |
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See the reverse side of this notice to obtain proxy materials and voting instructions. |
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E21679-P86345
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Before You Vote |
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How to Access the Proxy Materials |
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Proxy Materials Available to VIEW or RECEIVE: |
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NOTICE AND PROXY STATEMENT FORM 10-K STOCKHOLDER LETTER |
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How to View Online: |
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Have
the information that is printed in the box marked by the arrow |
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How to Request and Receive a PAPER or E-MAIL Copy: |
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If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: |
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1) |
BY INTERNET: |
www.proxyvote.com |
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2) |
BY TELEPHONE: |
1-800-579-1639 |
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3) |
BY E-MAIL*: |
sendmaterial@proxyvote.com |
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* If requesting materials by e-mail, please send a blank e-mail with the information
that is printed in the box marked by the arrow |
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 14, 2017 to facilitate timely delivery. |
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(located
on the following page) and visit: www.proxyvote.com.
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How To Vote |
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Please Choose One of the Following Voting Methods |
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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. You may contact Investor Relations at 1-727-853-3079 to obtain directions to the meeting. |
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Vote
By Internet: To vote now by Internet, go to www.proxyvote.com.
Have the information that is printed in the box marked by the arrow |
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
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E21680-P86345
| Voting Items |
The Board of Directors recommends a vote FOR the nominees listed:
| 1. | The election of seven directors for a one-year term expiring at the 2018 annual meeting or until their respective successors are duly elected and qualified; |
| Nominees: |
| 01) Dino J. Bianco | 05) Andrew Langham |
| 02) Joan K. Chow | 06) Hubertus M. Muehlhaeuser |
| 03) Thomas D. Davis | 07) Brian R. Gamache | |
| 04) Cynthia M. Egnotovich |
The Board of Directors recommends a vote FOR proposals 2 and 3.
| 2. | The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; |
| 3. | An advisory vote to approve the compensation of the Company’s named executive officers; |
The Board of Directors recommends a vote for a 1 YEAR period for proposal 4.
| 4. | An advisory vote on the frequency of the advisory vote on executive compensation; |
The Board of Directors recommends a vote FOR proposal 5.
| 5. | The approval of the material terms of the performance goals under Welbilt, Inc.’s 2016 Omnibus Incentive Plan; and |
NOTE: Such other business as may properly come before the annual meeting.
E21681-P86345