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HELIOS TECHNOLOGIES, INC. Proxy Solicitation & Information Statement 2019

Apr 26, 2019

31796_rns_2019-04-26_2a5b24f9-5130-4e08-989d-17c61760e9d5.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d738331ddefa14a.htm DEFA14A 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 ☒ 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 under $240.14a-12

SUN HYDRAULICS 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):

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:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholders Meeting to Be Held on June 13, 2019.

| | Meeting
Information |
| --- | --- |
| | Meeting Type: Annual Meeting |
| | For holders as of: April 4, 2019 |
| | Date: June 13, 2019 Time: 10:00 AM EDT |
| | Location: The Benjamin Hotel |
| SUN HYDRAULICS
CORPORATION 1500 WEST UNIVERSITY PKWY. SARASOTA, FL 34243-2290 ATTN: INVESTOR RELATIONS | 125 E. 50th St. New York, NY 10022 |
| | 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. |
| | See the reverse side of
this notice to obtain proxy materials and voting instructions. |

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT FINANCIAL SUMMARY How to View Online: Have the information that is printed in the box marked by the arrow (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 (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 30, 2019 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: Many shareholders 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 (located on the following page) 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

1. Election of Directors
Nominees:
01) Marc Bertoneche
02) Douglas M. Britt
03) Philippe Lemaitre
04) Kennon H. Guglielmo
The  Board of Directors recommends you vote FOR proposals 2 through
6.
2. Approve an amendment to the Corporation’s articles of incorporation to change the name of the Corporation to Helios Technologies, Inc.
3. Approve an amendment to the Corporation’s articles of incorporation to increase the number of authorized shares of common stock, par value $0.001 per share, to 100,000,000 shares.
4. Approve the Helios Technologies 2019 Equity Incentive Plan.
5. Ratify Appointment of Grant Thornton LLP as the Independent Registered Public Accounting Firm of the Corporation for 2019.
6. Advisory Vote on Executive Compensation.
NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.