DEF 14A 1 tmb-20220504xdef14a.htm DEF 14A

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

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

AGILITI, 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 all boxes that apply):

☒ No fee required.

☐ 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.

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LOGO

Dear Fellow Shareholders,

We are pleased to invite you to attend our first Annual Meeting of Shareholders of Agiliti, Inc. (“Agiliti” or the “Company”) to be held on Wednesday, May 4, 2022, at 11:30 a.m. (ET). This year’s Annual Meeting will be conducted virtually, via live audio webcast. Protecting the health and well-being of the attendees (employees, shareholders and the general public) is our top priority. In light of the recommendations issued by the CDC against public gatherings to limit the spread of COVID-19, we believe a virtual only meeting for this year is advisable. You will be able to attend the meeting online by visiting www.virtualshareholdermeeting.com/AGTI2022. You will be able to submit questions and vote your shares electronically during the meeting by logging in using the 16-digit control number included on your proxy card or on the voting instruction form accompanying these proxy materials.

The Annual Meeting will be conducted for the following purposes, which are more fully described in the accompanying proxy statement:

to elect three nominees identified in the accompanying proxy statement to serve as Class I directors until the 2025 Annual Meeting, as recommended by the Nominating and Governance Committee of the Board of Directors of Agiliti (the “Board”);

to approve, on a non-binding advisory basis, to retain the classified structure of the Board;

to approve, on a non-binding advisory basis, to retain the supermajority voting standards in Agiliti’s Second Amended and Restated Certificate of Incorporation and Agiliti’s Third Amended and Restated Bylaws;

to ratify the appointment of KPMG LLP as Agiliti’s independent registered public accounting firm for the year ending December 31, 2022;

to approve, on a non-binding advisory basis, Agiliti’s executive compensation as disclosed in this proxy statement (the “say-on-pay” vote);

to recommend, on a non-binding advisory basis, the frequency of future say-on-pay votes (the “say-on-pay frequency” vote), and

to transact other business as may properly come before the meeting or any adjournment of the meeting.

Our Board has set the record date as March 11, 2022. Only shareholders that owned Agiliti common stock at the close of business on that day are entitled to notice of and may vote at this meeting or any adjournment of the meeting. A list of Agiliti’s shareholders of record will be available for examination by any shareholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to May 4, 2022 at our corporate headquarters located at 6625 West 78th Street, Suite 300, Minneapolis, Minnesota 55439, and on the date of the meeting, on the virtual platform for the Annual Meeting at www.virtualshareholdermeeting.com/AGTI2022.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote. You may vote by proxy over the Internet or by mail by following the instructions on the proxy card. Voting by proxy will ensure your representation at the virtual Annual Meeting regardless of whether you attend.

Sincerely,

TOM LEONARD

CHIEF EXECUTIVE OFFICER

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LOGO

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

The 2022 annual meeting of shareholders of Agiliti, Inc. will be conducted virtually, via live audio webcast at www.virtualshareholdermeeting.com/AGTI2022 on Wednesday, May 4, 2022, at 11:30 a.m. (ET) for the following purposes:

to approve, on a non-binding advisory basis, to retain the classified structure of the Board;

to ratify the appointment of KPMG LLP as Agiliti’s independent registered public accounting firm for the year ending December 31, 2022;

to approve, on a non-binding advisory basis, Agiliti’s executive compensation as disclosed in this proxy statement (the “say-on-pay” vote);

to recommend, on a non-binding advisory basis, the frequency of future say-on-pay votes (the “say-on-pay frequency” vote), and

to transact other business as may properly come before the meeting or any adjournment of the meeting.

A list of shareholders entitled to vote at the meeting will be available for examination by any shareholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to May 4, 2022, at 6625 West 78th Street, Suite 300, Minneapolis, Minnesota 55439, and on the date of the meeting, on the virtual platform for the Annual Meeting at www.virtualshareholdermeeting.com/AGTI2022.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2022

The notice of annual meeting, the proxy statement and our fiscal year 2021 annual report are available on our website at https://investor.agiliti.com. Additionally, in accordance with the Securities and Exchange Commission (“SEC”) rules, you may access our proxy materials at www.proxyvote.com.

The Notice of Internet Availability of Proxy Materials is first being delivered to Agiliti’s shareholders of record on or about March 25, 2022.

By Order of the Board of Directors

LEE NEUMANN

GENERAL COUNSEL AND SECRETARY

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TABLE OF CONTENTS


	Page
COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	5
PROPOSAL 1 - ELECTION OF DIRECTORS	8
EXECUTIVE OFFICERS	17
EXECUTIVE COMPENSATION	19
DIRECTOR COMPENSATION	41
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	42
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	44
PROPOSAL 2 – ADVISORY VOTE REGARDING RETENTION OF THE CLASSIFIED STRUCTURE OF OUR BOARD	46
PROPOSAL 3 – ADVISORY VOTE REGARDING RETENTION OF THE SUPERMAJORITY VOTING STANDARDS IN OUR CHARTER AND BYLAWS	48
PROPOSAL 4 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	51
AUDIT COMMITTEE REPORT	53
PROPOSAL 5 – ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	54
PROPOSAL 6 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	55
OTHER MATTERS	56
INCORPORATION BY REFERENCE	56
AVAILABILITY OF SEC FILINGS, CODE OF ETHICS AND COMMITTEE CHARTERS	56
WHERE TO FIND ADDITIONAL INFORMATION	56
COST OF PROXY SOLICITATION	56

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COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q: Why did I receive these materials?

Agiliti’s Board is soliciting your proxy to vote at our 2022 Annual Meeting of Shareholders (the “Annual Meeting”) (or at any postponement or adjournment of the meeting). Shareholders who own shares of our common stock as of the record date, March 11, 2022 (the “Record Date”), are entitled to vote at the Annual Meeting. You should review these proxy materials carefully as they provide important information about the proposals that will be voted on at the Annual Meeting, as well as other important information about Agiliti.

Notice of Internet Availability of Proxy Statement and Annual Report. As permitted by SEC rules, we are making this proxy statement and our annual report available to our shareholders electronically via the Internet. The notice of internet availability contains instructions on how to access this proxy statement and our annual report and vote online. If you received a notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report. The notice also instructs you on how you may submit your proxy over the Internet or by telephone. If you received a notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the notice.

Householding. The SEC rules permit us to print an individual’s multiple accounts on a single set of annual meeting materials. To take advantage of this opportunity, we have summarized on one set of annual meeting materials all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted shareholder prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the annual meeting materials, as requested, to any shareholder to which a single copy of those documents was delivered. If you prefer to receive separate copies of the annual meeting materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. A number of brokerage firms have instituted householding. They will have their own procedures for shareholders who wish to receive individual copies of the proxy materials.

Q: Who will be entitled to vote?

Shareholders who own shares of our common stock as of the Record Date, are entitled to vote at the Annual Meeting. As of the Record Date, Agiliti had approximately 131.1 million shares of common stock outstanding. Holders of shares of common stock are entitled to one vote per share. Cumulative voting is not permitted with respect to the election of directors or any other matter to be considered at the Annual Meeting.

Q: What will I be voting on?

You will be voting on:

the election of three Class I directors to serve on the Board until the 2025 Annual Meeting and until their successors are duly elected and qualified;

the approval, on a non-binding advisory basis, of the retention of the classified structure of the Board;

the approval, on a non-binding advisory basis, of the retention of the supermajority voting standards in Agiliti’s Second Amended and Restated Certificate of Incorporation (our “Certificate”) and Agiliti’s Third Amended and Restated Bylaws (our “Bylaws”);

the ratification of the appointment of KPMG LLP as Agiliti’s independent registered public accounting firm for the year ending December 31, 2022;

to approve, on a non-binding advisory basis, Agiliti’s executive compensation as disclosed in this proxy statement (the “say-on-pay” vote);

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to recommend, on a non-binding advisory basis, the frequency of future say-on-pay votes (the “say-on-pay frequency” vote), and

any other business as may properly come before the meeting or any adjournment of the meeting.

Q: How does the Board recommend I vote on these matters?

The Board recommends you vote:

FOR the election of John L. Workman, Darren M. Friedman and Megan M. Preiner as Class I directors;

FOR the approval, on a non-binding advisory basis, of the retention of our classified Board structure;

FOR the approval, on a non-binding advisory basis, of the retention of the supermajority voting standards in the Certificate and the Bylaws;

FOR the ratification of the appointment of KPMG LLP as Agiliti’s independent registered public accounting firm for the year ending December 31, 2022;

FOR the approval, on a non-binding advisory basis, of Agiliti’s 2021 executive compensation as disclosed in this proxy statement;

FOR the approval, on a non-binding advisory basis, that future advisory votes on Agiliti’s executive compensation to be held every ONE YEAR.

Q: How do I cast my vote?

Beneficial Shareholders. If you hold your shares in “street name” through a broker, trustee or other nominee, you are a beneficial shareholder. In order to vote your shares, please refer to the materials forwarded to you by your broker, bank or other nominee for instructions on how to vote the shares you hold as a beneficial shareholder.

Registered Shareholders. If you hold shares in your own name, you are a registered stockholder and may vote during the virtual Annual Meeting at www.virtualshareholdermeeting.com/AGTI2022. You will need to log in by entering your unique 16-digit control number included on your proxy card or on the instructions that accompany your proxy materials. Only one person will be able to log in with that unique control number at any time. You can also vote by proxy before the Annual Meeting in the following ways:

via the Internet at www. proxyvote.com; or

by signing and returning a proxy card.

Proxies submitted via the Internet must be received by 11:59 p.m. (ET) on May 3, 2022.

SEC Form DEF 14A filed by Agiliti Inc.