Vertiv Holdings Co — Proxy Solicitation & Information Statement 2024

Apr 26, 2024

DEFA14A 1 d606633ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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 Pursuant to §240.14a–12

Vertiv Holdings Co

(Name of Registrant as Specified In Its Charter)

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

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☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

| |
| --- |
| VERTIV HOLDINGS
CO 2024 Annual
Meeting Vote by June 18, 2024 11:59 PM ET. For shares held in a Plan, vote by June 16, 2024 11:59 PM ET. |
| ● |
| VERTIV HOLDINGS CO 505 N. CLEVELAND AVE. WESTERVILLE, OH 43082 |
| V38281-P05978 |

You invested in VERTIV HOLDINGS CO and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholders’ meeting to be held on June 19, 2024.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 5, 2024. If you would like to request a copy of the material(s) for this and/or future stockholders’ meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

*Please check the meeting materials for any special requirements for meeting attendance.

V2.0

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholders’ meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting Items Board Recommends

| 1. | Elect each of the following eleven directors to our Board of Directors, each for a term of one year expiring at the 2025 annual meeting of stockholders and until such director’s successor has been duly
elected and qualified. | |
| --- | --- | --- |
| | Nominees: | |
| 1a. | David M. Cote | For |
| 1b. | Giordano Albertazzi | For |
| 1c. | Joseph J. DeAngelo | For |
| 1d. | Joseph van Dokkum | For |
| 1e. | Roger Fradin | For |
| 1f. | Jakki L. Haussler | For |
| 1g. | Jacob Kotzubei | For |
| 1h. | Matthew Louie | For |
| 1i. | Edward L. Monser | For |
| 1j. | Steven S. Reinemund | For |
| 1k. | Robin L. Washington | For |
| 2. | To approve, on an advisory basis, the 2023 compensation of our named executive officers as disclosed in the Proxy Statement. | For |
| 3. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2024. | For |
| NOTE: Such other business
as may properly come before the Annual Meeting or any adjournment or postponement thereof. | | |

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V38282-P05978