jbt-20260401

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. )


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Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under Rule 14a-12

JBT MAREL 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 all boxes that apply):


x			No fee required.

o			Fee paid previously with preliminary materials.

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

April 1, 2026

Dear Stockholder:

It is my pleasure to invite you to attend the 2026 Annual Meeting of Stockholders of JBT Marel Corporation.


When: Thursday, May 14, 2026 Time: 9:30 a.m. Central Time Where: Virtual Only Meeting Who: Stockholders as of March 16, 2026	Voting Recommendations:

	P	For Re-Election of Each of the Nominees for Director

	P	For Non-Binding Resolution to Approve Named Executive Officer Compensation

	P	For Ratification of the Appointment of Our Auditor

Please refer to the accompanying Proxy Statement for additional information about the matters to be considered at the meeting.

We are hosting the Annual Meeting of Stockholders as a virtual meeting. You can attend the virtual meeting at the meeting time at www.virtualshareholdermeeting.com/JBTM2026. If you plan to attend the Annual Meeting of Stockholders online and vote or ask questions, you will need the 16-digit control number found on your proxy card, your notice of internet availability of proxy materials or the instructions that accompany your proxy materials.


Your vote is important. To be sure that your vote counts and to assure a quorum, please submit your vote promptly whether or not you plan to attend the virtual annual meeting. You can change your vote prior to the meeting by following the instructions in the accompanying Proxy Statement.


Sincerely, /s/ Alan D. Feldman Alan D. Feldman
Chairman of the Board of Directors


			NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

Thursday, May 14, 2026

Time: 9:30 a.m., Central Time

Location: Via a live webcast at www.virtualshareholdermeeting.com/JBTM2026

Items of Business

1.Re-elect ten directors, Barbara L. Brasier, Brian A. Deck, Alan D. Feldman, Svafa Grönfeldt, Ólafur S. Gudmundsson, Charles L. Harrington, Lawrence V. Jackson, Polly B. Kawalek, Arnar Thor Másson, and Ann E. Savage, each for a term of one year;

2.Approve on an advisory basis a non-binding resolution to approve the compensation of our named executive officers;

3.Ratify the appointment of PricewaterhouseCoopers LLC as our independent registered public accounting firm for 2026; and

4.Vote on any other business properly brought before the meeting or any postponement or adjournment thereof.

How to Vote

New York Stock Exchange

Stockholders

Nasdaq Iceland Stockholders

Internet

Visit the website noted on your proxy card to vote online.

Phone

Use the toll-free telephone number noted on your proxy card to vote by telephone.

Mail

Sign, date and return your proxy card in the postage pre-paid envelope provided to vote by mail.

During the Meeting

If you are a registered holder, cast your vote on the meeting website.

Internet

Visit the website noted on the press release issued in Iceland.

In order to vote or ask questions during the meeting, you will need the 16-digit control number found on your proxy card, your notice of internet availability of proxy materials or the instructions that accompany your proxy materials. The Annual Meeting of Stockholders will begin promptly at 9:30 a.m. Central Time.

Online check-in will begin at 9:00 a.m. Central Time, and you should allow ample time for the online check-in procedures.

Stockholders who received printed proxy materials may help us reduce printing and mailing costs and conserve resources by requesting to receive future proxy materials electronically at the website noted on your proxy card.

By Order of the Board of Directors,

/s/ James C. Pelletier
James C. Pelletier
Executive Vice President, General Counsel and Secretary

2025 HIGHLIGHTS AND PROXY STATEMENT SUMMARY

This summary highlights selected information contained in this Proxy Statement for the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of JBT Marel Corporation ("JBT Marel" or the "Company"). Please read this entire Proxy Statement carefully before voting your shares. On April 1, 2026, we began to mail to our stockholders of record, as of the close of business on March 16, 2026, either a notice containing instructions on how to access this Proxy Statement and our Annual Report through the Internet or a printed copy of these proxy materials. For more complete information regarding the Company’s 2025 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2025.

JBT Marel Overview

We are a leading and diversified global technology solutions and service provider to high-value segments of the food and beverage industry. We provide comprehensive solutions throughout the food production value chain, extending from primary processing through labeling and packaging systems for a large variety of food and beverage end market. Our purpose is to transform the future of food by providing solutions that substantially enhance our customers’ success, and in doing so design, produce and service sophisticated and critical products and systems for food and beverage companies that increases yield, boosts efficiency, and improves traceability and food safety.

JBT Marel Year in Review

In 2025 John Bean Technologies Corporation combined with Marel hf. ("Marel"), a complementary global food technology leader. The transaction was completed on January 2, 2025, and the combined company was renamed JBT Marel Corporation.1

2025 was a transformational year for JBT Marel with strong financial results and operational achievements, demonstrating that JBT and Marel are truly better together. During the first year as a combined organization, our integration efforts focused on the customer value proposition. Early in the year, we implemented a customer-oriented go-to-market strategy with account managers serving food and beverage customers around the globe. These focused efforts allowed us to secure early wins from cross-selling core technology and advance our service and aftermarket support model, demonstrating that customers value JBT Marel as a partner of choice that can deliver comprehensive lifecycle solutions and advanced process know-how.

For the full year 2025, we achieved healthy orders and revenue, and as expected, benefited from a recovery in demand for protein solutions, especially within the poultry end market. Operationally, strong execution led to solid margin performance as we delivered on our plan for realized synergy savings and continuous improvement initiatives, all while facing a constantly evolving tariff environment. We also generated cash flow, which, combined with our adjusted EBITDA performance, allowed us to de-lever the Company's balance sheet to below 2.9x.

1 In conjunction with the combination of John Bean Technologies Corporation and Marel hf., the corporation changed its name and stock ticker symbol to “JBT Marel Corporation” and “JBTM”, respectively, effective January 2, 2025. Unless otherwise specified or indicated by context, references herein to “JBT Marel”, “JBT Corporation”, “JBT”, “we”, “us”, “our” and the “Company” refer to John Bean Technologies Corporation and its subsidiaries for periods ending on or before the name change and to JBT Marel Corporation and its subsidiaries for any references after the name change.


JBT Marel Corporation 2026 Proxy Statement			i

2023-2025 Financial Performance Highlights


(In millions except per share data)	2025		2024		2023
Total revenue	$	3,798.2	$	1,716.0	$	1,664.4
(Loss) income from continuing operations	$	(49.7)	$	84.6	$	129.3
Adjusted income from continuing operations (1)	$	333.1	$	198.0	$	166.0
Adjusted EBITDA from continuing operations (1)	$	600.4	$	295.0	$	273.1
Diluted (loss) earnings per share from continuing operations	$	(0.96)	$	2.63	$	4.02
Adjusted diluted earnings per share from net income (1)	$	6.41	$	6.15	$	5.17
Total assets	$	8,190.7	$	3,413.8	$	2,710.4

____________________________________

(1)Non-GAAP measure. Refer to Appendix A for additional information and reconciliations.

Sustainability at JBT Marel

At JBT Marel, sustainability and responsibility are at the core of our business. Our commitment is evident in the innovative solutions we provide to customers and in our workplace practices. We integrate these values throughout our organization.

We focus on five key pillars to drive meaningful progress:

•Customers: We enhance our solutions to help customers achieve their goals while reducing environmental impact, promoting efficiency and responsibility.

•People and Communities: We foster an inclusive and supportive workplace by investing in career growth and community engagement.

•Our Operations: We work to optimize resource use and uphold rigorous health and safety standards to promote operational efficiency.

•Supply Partners: We collaborate with partners on ethical sourcing and promote sustainable practices, enhancing supply chain resilience.

•Governance: We conduct business ethically and transparently, benefiting stakeholders through responsible governance.

These pillars not only guide our internal practices but also enhance the value we provide to our stakeholders.

SUSTAINABILITY GOVERNANCE

JBT Marel is dedicated to embedding sustainability across our operations, marked by the introduction of a comprehensive governance model in 2025. Central to this structure is the Governance and Sustainability Committee of the Board of Directors, which oversees sustainability risk identification, assessment, and mitigation, ensuring alignment with our business strategy.

The Executive Sustainability Committee implements strategies, monitors performance, and oversees regulatory compliance while promoting sustainability awareness and action toward the United Nations Sustainable Development Goals.

Supporting these efforts, the Corporate Sustainability Team leads strategy development, goal setting, program management, and external reporting, playing a crucial role in departmental support and stakeholder engagement. Additionally, our Commercial, Operations, and Supply Chain Sustainability Committees integrate sustainability into our commercial strategies, focus on internal environmental initiatives and community engagement, and work to build a resilient supply chain with sustainable sourcing, respectively.


ii			JBT Marel Corporation 2026 Proxy Statement

2025 SUSTAINABILITY HIGHLIGHTS

•We launched integration work to combine JBT’s and Marel’s policies, programs, training, and regulatory reporting.

•To prepare for forthcoming EU Corporate Sustainability Reporting Directive reporting, we completed our first consolidated double materiality assessment following the combination of JBT and Marel. The information gained from this assessment includes our priority sustainability topics and their associated impacts, risks, and opportunities.

•To streamline sustainability reporting and compliance across JBT Marel, we began integrating platforms for data collection. After go-live, the collection of electricity, natural gas, water and sewer data will be automated, eliminating manual data entry.

•We issued our first sustainability report following the combination of JBT and Marel, which highlights how the company impacts customers, employees, communities, and the broader food ecosystem. The report is aligned with the Task Force on Climate Related Financial Disclosures (TCFD) and the Sustainability Accounting Standards Board (SASB) frameworks.

•We completed our first EcoVadis assessment, evaluating our sustainability management system across four core themes: Environment, Labor & Human Rights, Ethics, and Sustainable Procurement.


JBT Marel Corporation 2026 Proxy Statement			iii

Proposals to Be Voted on at the Annual Meeting

Proposal 1

Election of Ten Directors

Board Recommendation

FOR All Nominees

See

Page 1

DIRECTOR NOMINEES

Name

Age

Director Since

Independent

Audit Committee

Compensation and Human Resources Committee

Governance and Sustainability Committee

Barbara L. Brasier

2019

Yes

•

Brian A. Deck

2020

Alan D. Feldman

2008

Yes

•

Svafa Grönfeldt

2025

Yes

•

Ólafur S. Gudmundsson

2025

Yes

•

Charles L. Harrington

2022

Yes

•

Lawrence V. Jackson

2020

Yes

•

Polly B. Kawalek

2008

Yes

•

Arnar Thor Másson

2025

Yes

•

Ann E. Savage

2025

Yes

•

Committee Chair

•

Committee Member

SELECTED CURRENT CORPORATE GOVERNANCE PRACTICES

Number of directors

Majority voting in uncontested director elections

Separation of Chairman and CEO roles

P Yes

Number of independent directors

Stock ownership and retention guidelines for senior executives and directors

Stockholder engagement program

P Yes

Average tenure of directors

Declassified Board

No poison pill

6 years

P Yes


iv			JBT Marel Corporation 2026 Proxy Statement

Proposal 2

Board Recommendation

Advisory Vote to Approve Named Executive Officer Compensation

FOR

See

Page 15

EXECUTIVE COMPENSATION HIGHLIGHTS


Alignment with Stockholders for Named Executive Officers To encourage a focus on long-term success, our compensation structure includes equity incentives with a three-year vesting requirement and a performance-based component tied to company performance over the same period. 87% of the Chief Executive Officer's and an average of 69% for other named executive officers' target compensation for 2025 is at-risk.			Financial Targets that Drive Growth and Align with Stockholders Interest Targets for our annual cash incentive plan require continued significant year-over-year growth in adjusted EBITDA, improvement in adjusted EBITDA margin, and a decrease in our financial leverage. The long-term incentive performance awards include three-year adjusted earnings per share (“EPS”) targets, targets for sustaining a high level of return on invested capital (“ROIC”), as well as the relative comparison in stock price and dividend growth compared to the S&P 1500 Industrial Machinery index constituents.
Pay-for-Performance and Strong Emphasis on Results A significant portion—59%—of the Chief Executive Officer's and an average of 50% for other named executive officers' target compensation was tied to performance incentives for 2025. 75% of the annual target cash incentive opportunity and 60% of the value of long-term equity incentives are tied to key financial and stock price performance metrics.			Competitive Pay Opportunities We provide competitive pay opportunities aligned with industry standards and consistent with target levels within our comparator peer group, with appropriate differences based on individual experience, impact and performance. Total target compensation is generally consistent with median benchmark levels.

Proposal 3

Board Recommendation

Ratification of Appointment of Independent Registered Public Accounting Firm for 2026

FOR

See

Page 56


JBT Marel Corporation 2026 Proxy Statement			v

Table of Contents


MESSAGE FROM OUR CHAIRMAN

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

202 5 HIGHLIGHTS AND PROXY STATEMENT SUMMARY			i

PROPOSAL 1: ELECTION OF DIRECTOR S			1
Proposal Summary			1
Nominees for Director			2
Information about the Board of Directors			6
Corporate Governance			6
Stockholder Engagement			6
Stockholder Communications to the Board			6
Director Independence			6
Director Skills, Expertise and Experience			7
Board Performance Evaluations			8
Board Succession Planning and Refreshment			8
Director Nominations			8
Board Leadership Structure			8
Committees of the Board			9
Role of the Board in Risk Oversight			11
Meetings			11
Executive Sessions of Independent Directors			11
Director Compensation			12
Transactions with Related Persons			14

PROPOSAL 2: SAY ON PAY			15
Proposal Summary			15
Compensation Discussion and Analysis			17
Compensation and Human Resources Committee Report			41
Compensation Tables and Explanatory Information			42
Summary Compensation Table			42
Grants of Plan-Based Awards Table			44
Outstanding Equity Awards at Fiscal Year-End Table			45
Option Exercises and Stock Vested Table			46
Non-Qualified Deferred Compensation Table			46
Potential Payments Upon Termination or Change in Control			47
Equity Compensation Plan Information			51
CEO Pay Ratio			51
Pay Versus Performance			52

PROPOSAL 3: AUDITOR APPOINTMENT			56
Proposal Summary			56
Audit Committee Report			58

SECURITY OWNERSHIP OF JBT MAREL			59
Management Ownership			59
Other Security Ownership			60


vi			JBT Marel Corporation 2026 Proxy Statement


OTHER MATTERS			61

SEC Form DEF 14A filed by JBT Marel Corporation