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BENCHMARK ELECTRONICS INC Proxy Solicitation & Information Statement 2018

Mar 30, 2018

31997_rns_2018-03-30_e23f1acc-6aa9-450a-bbcc-4a8cdf0000d8.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 defa14a.htm DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X] 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 |
| [X] | Definitive
Additional Materials |
| [ ] | Soliciting
Material Pursuant to §240.14a-12 |

BENCHMARK ELECTRONICS, INC.

(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):

| [X] | 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: |
| | (5) | Total
fee paid: |
| [ ] | 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.: |
| | (3) | Filing
Party: |
| | (4) | Date
Filed: |

** *E x ercis e Y ou r Righ t t o V ot e *

Impo r tant Notice Regarding the A vailability of P ro xy Materials for the

Shareholder Meeting to Be Held on May 16, 2018

| BENCHMARK ELECTRONICS, INC. | Meeting
Information — Meeting Type: Annual Meeting | |
| --- | --- | --- |
| | For holders as of: March 19, 2018 | |
| | Date: May 16, 2018 Time: 8:00 AM MST | |
| | Location: | Benchmark Electronics, Inc. |
| BENCHMARK ELECTRONICS, INC. | | 4141 N. Scottsdale Road, Suite 301 |
| ATTN: VICTOR HARRIS | | Scottsdale, Arizona 85251 |
| 4141 N. SCOTTSDALE ROAD, SUITE 301 | | |
| SCOTTSDALE, AZ 85251 | | |
| | You are receiving this communication because you hold | |
| | shares in the above named company. | |
| | 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. | |
| | See the reverse side of this notice to obtain | |
| | proxy materials and voting instructions. | |

­― Before Y ou V ote ―

How to Access the P ro xy Materials

Proxy Materials Available to VIEW or RECEIVE:
1. Annual Report 2. Notice & Proxy Statement
How to View Online:
Have the information that is printed in the box marked by the
arrow → xxxx xxxx xxxx xxxx (located on the
following page) and visit: www.proxyvote.com .
How to Request and Receive a PAPER or E-MAIL Copy:
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:
1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY E-MAIL* : [email protected]
* 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 → xxxx xxxx xxxx xxxx (located
on the following page) in the subject line.
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 May 2, 2018 to facilitate timely delivery.

Ho w T o V ote

Please Choose One of the F ollowing V oting Methods

| Vote In Person: Many shareholder 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. |
| 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 → xxxx xxxx xxxx xxxx available
and follow the instructions. |
| Vote By Mail: You can vote by mail by
requesting a paper copy of the materials, which will include a proxy card. |

| Voting
items |
| --- |
| The Board of Directors recommends you vote |
| FOR the following: |
| 1. Election of Directors |
| Nominees |
| 01 Douglas G. Duncan 02 Bruce A. Carlson 03
Robert K. Gifford 04 Kenneth T. Lamneck 05 Jeffrey S. McCreary |
| 06 David W. Scheible 07 Paul J. Tufano 08
Clay C. Williams |
| The Board of Directors recommends you vote FOR proposals 2 and
3. |
| 2. Approve the compensation of the Company's named executive
officers. |
| 3. Ratify the appointment of KPMG LLP as the independent registered
public accounting firm |
| NOTE: Such other business as may properly come before the meeting or
any adjournment thereof. |