DEF 14A

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 Pursuant to Rule 14a-11(c) or Rule 14a-12

Lindsay 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 in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of Annual Meeting of Stockholders

The Annual Meeting of Stockholders of Lindsay Corporation (the “Company”) will be held:

Where:

As a Virtual Meeting at www.virtualshareholder
meeting.com/LNN2024

When:

Tuesday, January 9, 2024, at 8:30 a.m., Central
Standard Time

ITEMS OF BUSINESS

1. Elect two (2) directors for terms ending at the Fiscal 2027 Annual Meeting of Stockholders.

2. Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2024.

3. Take a non-binding vote on a resolution to approve the compensation of the Company’s most highly paid executive officers.

4. Transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

LOGO

By Internet

LOGO

By Telephone

LOGO

By Proxy Card

A Proxy Statement setting forth important information with respect to each of the matters being submitted to the stockholders is enclosed with this Notice of Annual Meeting.

To access and participate in the Annual Meeting, you will need the 16-digit control number provided on your proxy card or through your broker or other nominee if you hold shares in “street name.” You will be able to attend, vote and submit questions virtually during the Annual Meeting by visiting www.virtualshareholdermeeting.com/LNN2024. There will be no physical Annual Meeting location for stockholders to attend. You may begin to log in to the meeting platform at 8:20 a.m., Central Standard Time, on January 9, 2024, and the Annual Meeting will begin promptly at 8:30 a.m., Central Standard Time.

Only stockholders holding shares of the Company’s common stock of record at the close of business on November 13, 2023 are entitled to notice of, and to vote at, the Annual Meeting. The Board of Directors is soliciting proxies to vote on behalf of all stockholders, whether or not they expect to be present at the virtual Annual Meeting. Each stockholder is encouraged to vote by proxy on the internet or by telephone as instructed on the enclosed proxy card or by completing the enclosed proxy card and mailing it in the return envelope enclosed for that purpose. Even if you vote by proxy on the internet, by telephone or by mail, you may revoke your proxy at any time prior to the Annual Meeting, and stockholders who are present at the virtual Annual Meeting may withdraw their proxies and vote virtually.

By Order of the Board of Directors

/S/ ERIC R. ARNESON

Eric R. Arneson, Secretary

Omaha, Nebraska

November 21, 2023

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to

be Held on January 9, 2024. The Proxy Statement for this Annual Meeting and Annual Report are available

online at http://www.lindsayannualmeeting.com.

Table of Contents


	PAGE
Proxy Statement Summary		i

Voting Securities and Beneficial Ownership Thereof by Principal Stockholders, Directors and Officers		1

PROPOSAL 1 ELECTION OF DIRECTORS		3
Board of Directors and Committees		4
Corporate Governance		8
Board Leadership Structure		9
Board’s Role in Risk Oversight		9
Committees of the Board of Directors		10
Related Party Transactions		11
Compensation Discussion and Analysis		11
Compensation Committee Report		26
Pay Ratio Information		26
Executive Compensation		27
Pay Versus Performance		32
Compensation of Directors		35
Compensation Committee Interlocks and Insider Participation		36
Report of the Audit Committee		37

PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		38

PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION		39

Submission of Stockholder Proposals		40

Other Matters		42


		PROXY STATEMENT SUMMARY

Proxy Statement Summary

This Proxy Statement Summary is furnished to assist in your review of the matters to be acted upon at the Annual Meeting of Stockholders. The following information is only a summary, and you should read the entire Proxy Statement before voting. For more complete information on these topics, please review the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2023 and this Proxy Statement.

Voting Items


	Board Recommendation	Pages

Proposal 1 – Election of two (2) directors	FOR all nominees	3-37

Proposal 2 – Ratification of appointment of independent registered public accounting firm for fiscal 2024	FOR	38

Proposal 3 – Advisory vote on executive compensation	FOR	39

Virtual Annual Meeting

Again this year, the Company will be conducting a virtual Annual Meeting of Stockholders via a live webcast. The Company has been pleased with its use of this technology for recent Annual Meetings and continues to believe that hosting a virtual Annual Meeting enables increased stockholder attendance and participation while reducing the costs of holding the Annual Meeting. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting http://www.virtualshareholdermeeting.com/LNN2024 and logging in with the 16-digit control number provided on your proxy card or through your broker or other nominee if you hold shares in “street name.” If you have difficulties during the check-in time or during the Annual Meeting, technicians will be ready to assist you with any difficulties you may encounter. If you encounter any difficulties accessing the Annual Meeting, please call the technical support number that will be posted on the Annual Meeting platform’s log-in page. The Company will endeavor to address as many stockholder-submitted questions as time permits that comply with the Annual Meeting’s rules of conduct. The Company reserves the right to edit any inappropriate language and to exclude questions regarding topics that are not pertinent to proposals or the Company’s business. If substantially repetitious questions are submitted, such questions may be grouped together and a single response may be provided to avoid repetition in the interest of time and fairness to all stockholders.

Fiscal 2023 Highlights

Fiscal 2023 marked a year of significant achievements as the Company celebrated its 25th year as a publicly traded company on the New York Stock Exchange. In the face of interest rate headwinds, volatile commodity prices, and lower U.S. net farm income projections, the Company persevered to achieve new records in net earnings and earnings per share, led by record full year operating income and operating margin in its irrigation business and overall gross margin expansion. The Company’s improved operating performance and effective working capital management resulted in free cash flow generation in excess of its objective for the year, reaching 139 percent of net earnings. The Company’s strong performance supported its ability to pursue acquisitions, strategic partnerships, and growth investments in innovation, while empowering its employees, dealers, and distributors to further the Company’s clear and compelling mission: to provide powerful irrigation, infrastructure, and industrial technology solutions that conserve natural resources, expand our world’s potential, and enhance the quality of life for people around the world.

Key highlights from fiscal 2023 include:

•


		PROXY STATEMENT SUMMARY

diluted share) in the prior fiscal year. Meaningful expansion of gross margins in irrigation helped the Company to exceed its annual operating margin objective in fiscal 2023, as it achieved operating margin of 15.2% of sales, compared to 12.3% of sales in the prior fiscal year.

•

The Company strengthened its irrigation technology leadership position. In July 2023, the Company announced the acquisition of FieldWise^TM, a market leader in agricultural technology products with a focus on subscription-based, precision irrigation solutions. The addition of FieldWise enables the Company to reach an expanded set of irrigation technology customers while simultaneously accessing new growth markets and sales channels. During fiscal 2023, the Company also entered into separate strategic partnerships with each of Pessl Instruments and Ceres Imaging, which together bring unique cutting-edge crop imaging, intuitive data analytics, connected crop management, and soil moisture and weather monitoring to growers. The FieldWise acquisition and the new strategic partnerships enhance the Company’s technology leadership position and supports the Company’s customers as they look to improve their operations and implement sustainable farming practices that save them critical time and resources.

•

The Company’s infrastructure business launched several innovative offerings to improve road safety and traffic flow.

•

With operators, ground workers, and motorists in mind, the Company’s infrastructure business launched a modernized Road Zipper^TM with a bold, modern design and two state-of-the-art operator cabins for improved safety and efficiency. The business’s focus on customer-first innovation is evidenced in numerous safety and productivity improvements to the barrier transfer machine system, including wrap-around windshields for enhanced operator and ground worker visibility, an external camera system designed to eliminate blind spots and to better visualize surrounding people, vehicles, and barrier, and other notable improvements to controls and cab doors.

•

The Company’s infrastructure business also introduced the TAU-XR^TM, a MASH crash cushion designed to meet the needs of work crews and motorists alike. Notably, the TAU-XR comes fully assembled and features a unique double-rail system that allows for timely and cost-effective repairs.

•

The Company released an updated user-friendly Code of Business Conduct and Ethics. In furtherance of its commitment to conduct business in a manner that conforms to the highest ethical, moral, and legal principles, the Company released an updated Code of Business Conduct and Ethics. The Code is intended to guide the behaviors and actions of the Company’s global workforce in accordance with the Company’s core values. The new Code has been published in eight languages and reflects emerging best practices in areas fundamental to the Company’s and its stakeholders’ long-term success, including safety, anti-bribery and anti-corruption, information and asset protection, and corporate social responsibility. The Code is accessible and user-friendly, replete with “what if” scenarios and real-world examples to help employees apply ethical decision-making in practice. In fiscal 2023, 100% of the Company’s directors and global employees received the new Code and affirmed their commitment to ethics, integrity, and compliance by acknowledging that they had read, understood, and agreed to abide by the letter and spirit of the Code.


		PROXY STATEMENT FOR FISCAL 2024 ANNUAL MEETING OF STOCKHOLDERS

Proxy Statement for

Fiscal 2024 Annual Meeting of

Stockholders

This Proxy Statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders of Lindsay Corporation (the “Company”) to be held virtually via a live webcast on Tuesday, January 9, 2024, at the time, on the website and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Only record holders of the Company’s common stock at the close of business on November 13, 2023 are entitled to vote at the virtual Annual Meeting.

The accompanying proxy is solicited on behalf of the Board of Directors of the Company and is revocable at any time before it is exercised by written notice of revocation delivered to the Secretary of the Company or by filing a later dated proxy with him. Furthermore, stockholders who are present at the virtual Annual Meeting may withdraw their proxies and vote virtually. All shares of the Company’s common stock represented by properly executed and unrevoked proxies will be voted by the Board of Directors of the Company in accordance with the directions given therein. Where no instructions are indicated, proxies will be voted in accordance with the recommendation of the Board of Directors with respect to each of the proposals set forth in this Proxy Statement for consideration at the Annual Meeting. Shares of common stock entitled to vote and represented by properly executed, returned and unrevoked proxies will be considered present at the virtual Annual Meeting for purposes of establishing a quorum, including shares with respect to which votes are withheld, abstentions are cast or there are broker non-votes.

The principal executive offices of the Company are located at 18135 Burke Street, Suite 100, Omaha, Nebraska 68022.

This Proxy Statement and the proxy cards are first being mailed to stockholders on or about November 21, 2023.

Voting Securities and Beneficial Ownership Thereof by Principal Stockholders, Directors and Officers

As of November 13, 2023 (the “Record Date”), there were 11,030,936 shares of the Company’s common stock issued and outstanding. Each share of common stock is entitled to one vote upon each matter to be voted on at the Annual Meeting. There is no cumulative voting with respect to the election of directors.

The table below sets forth, as of the Record Date, the beneficial ownership of the Company’s common stock by each director, by each nominee to become a director, by each of the executive officers named in the Summary Compensation Table (the “Named Executive Officers”), and by all current executive officers and directors of the Company as a group. The shares beneficially owned by executive officers and directors of the Company represent approximately 1.4% of the total shares outstanding on the Record Date and entitled to vote at the Annual Meeting. The Board of Directors believes that all of such shares currently issued and outstanding will be present at the Annual Meeting and will be voted in accordance with the recommendation of the Board of Directors with respect to each proposal being considered at the Annual Meeting. The table below also sets forth the beneficial ownership of the Company’s common stock by each other stockholder believed by the Company to beneficially own more than 5% of the outstanding shares of the Company’s common stock based on a review of reports on Schedule 13D and Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) with respect to the Company’s common stock.


		PROXY STATEMENT FOR FISCAL 2024 ANNUAL MEETING OF STOCKHOLDERS

Beneficial ownership of the Company’s common stock is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock subject to options currently exercisable or exercisable within 60 days of the Record Date and restricted stock units that will be settled into shares of common stock within 60 days of the Record Date are deemed to be outstanding and beneficially owned by the person, but such shares are not actually outstanding and may not be voted at the Annual Meeting.

Name

Number of Shares
Beneficially Owned⁽¹⁾

Percent
of Class

Executive Officers, Directors, and Director Nominees

Robert E. Brunner, Director and Chairperson of the Board

9,012⁽²⁾

Michael N. Christodolou, Director

12,896

Pablo Di Si, Director

1,919⁽³⁾

Ibrahim Gokcen, Director

1,807

Mary A. Lindsey, Director

3,882⁽²⁾

Consuelo E. Madere, Director

4,742⁽²⁾

David B. Rayburn, Director

7,873

Randy A. Wood, Director, President and Chief Executive Officer

55,859⁽⁴⁾

Brian L. Ketcham, Senior Vice President and Chief Financial Officer

33,100⁽⁴⁾

Gustavo E. Oberto, President—Irrigation

9,568⁽⁴⁾

J. Scott Marion, President—Infrastructure

14,237⁽⁴⁾

All current executive officers and directors as a group (11 persons)

154,895⁽⁴⁾

1.4%

Other Stockholders

BlackRock, Inc.⁽⁵⁾

1,976,403

17.9%

The Vanguard Group⁽⁶⁾

1,271,945

11.5%

Neuberger Berman Group LLC⁽⁷⁾

820,215

7.4%

*	Represents less than 1% of the outstanding shares of the Company’s common stock.

⁽¹⁾	Each stockholder not shown as being part of a group owns all outstanding shares directly and has sole voting and investment power over such shares, or shares such power with a spouse.

⁽²⁾

Includes 668 restricted stock units that have vested but have been deferred pursuant to an election permitted by the Lindsay Corporation Directors Nonqualified Deferred Compensation Plan. The director shall have no voting rights with respect to the shares associated with such deferred restricted stock units while they remain deferred.

⁽³⁾

Includes 1,169 restricted stock units that have vested but have been deferred pursuant to an election permitted by the Lindsay Corporation Directors Nonqualified Deferred Compensation Plan. The director shall have no voting rights with respect to the shares associated with such deferred restricted stock units while they remain deferred.

⁽⁴⁾	Includes 32,793; 20,864; 5,714; 8,027; and 67,398 shares which may be acquired currently or within 60 days of the Record Date pursuant to the exercise of options by Messrs. Wood, Ketcham, Oberto, Marion, and the current executive officers and directors as a group, respectively.

⁽⁵⁾	The address for this stockholder is 55 East 52^nd Street, New York, New York 10055.

⁽⁶⁾	The address for this stockholder is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

⁽⁷⁾	The address for this stockholder is 1290 Avenue of the Americas, New York, New York 10104.


		PROPOSAL 1 ELECTION OF DIRECTORS

Proposal 1 Election of Directors

The Company’s Certificate of Incorporation requires that the Board of Directors be divided into three classes that are elected to the Board on a staggered basis for three-year terms. At the Annual Meeting, the terms of two directors will terminate and stockholders will be voting on nominees to fill these two positions on the Board. Accordingly, the Board of Directors, upon recommendations made by the Corporate Governance and Nominating Committee, has nominated Robert E. Brunner and Randy A. Wood to serve as directors for terms ending at the Fiscal 2027 Annual Meeting.

Messrs. Brunner and Wood are current directors of the Company serving for terms that will expire as of the date of the Annual Meeting. Each of Messrs. Brunner and Wood has expressed an intention to serve, if elected. The Board of Directors knows of no reason why any of them might be unavailable to continue to serve, if elected. There are no arrangements or understandings between Messrs. Brunner or Wood, on the one hand, and any other person, on the other hand, pursuant to which they were nominated to serve on the Board of Directors.

The election of a director requires the affirmative vote of a plurality of the votes cast virtually or by proxy by persons entitled to vote at the Annual Meeting. Consequently, votes withheld and broker non-votes with respect to the election of directors will have no impact on the election of directors. If Mr. Brunner or Mr. Wood is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Corporate Governance and Nominating Committee may recommend to the Board of Directors. Proxies cannot be voted for a greater number of persons than the two director nominees named in this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF MESSRS. BRUNNER AND WOOD AS DIRECTORS OF THE COMPANY WITH

TERMS ENDING AT THE FISCAL 2027 ANNUAL MEETING.


		PROPOSAL 1 ELECTION OF DIRECTORS

Board of Directors and Committees

The following sets forth certain information regarding the directors and director nominees of the Company, including the two persons who have been nominated to serve for new terms expiring at the Fiscal 2027 Annual Meeting. Information is also provided concerning each director’s and director nominee’s specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that each of them should serve as a director of the Company. The Board of Directors has determined that each of the non-employee directors, Messrs. Brunner, Christodolou, Di Si, Gokcen and Rayburn and Mses. Lindsey and Madere, are independent directors of the Company under the listing standards adopted by the New York Stock Exchange (“NYSE”).

Director Qualifications, Skills, and Background

The following matrix highlights the Board of Directors’ broad range of qualifications, skills, and perspectives, producing a balanced and well-informed mix that facilitates the Board’s oversight of management and the Board’s ability to address the Company’s strategic opportunities and risks.

The matrix sets forth the primary factors which the Board of Directors believes are important to the Company’s business and industry and which the Corporate Governance and Nominating Committee considers in connection with identifying and recommending nominees to serve as directors. While marked qualifications, skills, and experiences indicate strong expertise or experience in the applicable category or categories, the matrix does not encompass all of the directors’ abilities.

The matrix also presents additional information regarding each director and director nominee’s background attributes. With an average age of 60 (with ages ranging from 45 to 75) and an average tenure of 8 years of service on the Board of Directors (with tenures ranging from 2 years to 24 years), each director brings a unique viewpoint as evidenced in part in the matrix below. While certain diversity characteristics, such as gender, race, and ethnicity, are important factors considered by the Corporate Governance and Nominating Committee when identifying, reviewing, and recommending nominees to serve as directors, neither the Board of Directors nor the Corporate Governance and Nominating Committee have a formal policy with regard to consideration of such factors. Directors, nominees, and prospective nominees are not discriminated against on the basis of gender, race, religion, national origin, sexual orientation, disability, or any other basis prescribed by law.

Brunner

Christodolou

Gokcen

Lindsey

Madere

Di Si

Rayburn

Wood

Qualifications, Skills, & Experience

Ag/Infrastructure/Energy Industry Experience

●

Global Business Experience

●

Public Company Senior Executive Leadership

●

Financial/Capital Markets

●

Innovation/Technology

●

Corporate Governance/Risk/Legal/Regulatory

●

Operations/Manufacturing/Supply Chain

●

Strategy

●

M&A

●

Cybersecurity

●

HR/Talent Management

●

Public Board

●

Background

Age

Board Tenure

Gender

Non-U.S. or Dual Citizenship

●

Race/Ethnicity

White/Caucasian

●

Hispanic/Latin American

●

Middle Eastern

●


		PROPOSAL 1 ELECTION OF DIRECTORS

NOMINEES FOR ELECTION – Terms to expire at the Fiscal 2027 Annual Meeting

Robert E. Brunner

Age: 66

Director Since: 2013

Independent

Key skills and experience

• Business management and development

• International operations

• Mergers and acquisitions

• Accounting principles, internal controls and audit committee functions

Board Committee Membership

• Human Resources and Compensation Committee

Other Current Directorships

• Leggett & Platt, Inc.

Robert E. Brunner, age 66, was an Executive Vice President of Illinois Tools Works, Inc., a diversified manufacturer of advanced industrial technology, from 2006 until his retirement in 2012. Prior to that position, Mr. Brunner was President, Global Automotive Fasteners from 2005 to 2006 and President, North American Automotive Fasteners from 2003 to 2005. Prior to that, Mr. Brunner held a variety of positions within Illinois Tools Works, Inc., including general management, operations management and sales and marketing. Mr. Brunner currently serves as the Lead Director on the Board of Directors of Leggett & Platt, Inc., a publicly held diversified manufacturer of engineered components and products, where he also serves as a member of the Human Resources and Compensation Committee and the Nominating, Governance and Sustainability Committee. From 2012 to 2023, Mr. Brunner served on the Board of Directors of NN, Inc., a diversified industrial company that designs and manufactures high-precision components and assemblies on a global basis, where he served as a member of the Compensation Committee and the Governance Committee. Mr. Brunner has been a director of the Company since 2013 and also serves as the Chairperson of the Board of Directors and as a member of the Company’s Human Resources and Compensation Committee. Mr. Brunner’s extensive experience in business management and development, international operations and mergers and acquisitions provide him with the relevant experience to serve on the Company’s Board of Directors.

Randy A. Wood

Age: 51

Director Since: 2021

Key skills and experience

• Experience in leading domestic and international irrigation businesses

• Building capabilities through innovation and technology

Board Committee Membership

• None

Other Current Directorships

• None

Randy A. Wood, age 51, is President and Chief Executive Officer of the Company and has held such position since January 2021. Mr. Wood has also been a director of the Company since January 2021 and he is the only executive officer of the Company serving on the Board of Directors. Between September 2020 and December 2020, Mr. Wood served as Chief Operating Officer of the Company. Between May 2016 and August 2020, Mr. Wood served as the Company’s President – Irrigation. Between October 2013 and May 2016, Mr. Wood served as President – International Irrigation of the Company. Between February 2012 and October 2013, Mr. Wood served as Vice President – Americas / ANZ Sales and Marketing. Previously he was Vice President – North America Irrigation Sales of the Company and held such position from March 2008, when he joined the Company. Prior to March 2008, Mr. Wood spent 11 years with Case Corporation / CNH Global including roles as the Senior Director of Marketing, Case IH Tractors, and Senior Director of Sales and Marketing, Parts and Service. Mr. Wood’s extensive experience in leading domestic and international irrigation businesses enables him to provide the Board of Directors with expert advice on a wide range of issues in the industries in which the Company operates. As an experienced Company executive who now serves as the Company’s President and Chief Executive Officer, Mr. Wood will continue to provide the Board of Directors with valuable insight into the Company’s day-to-day operations and achievements.


		PROPOSAL 1 ELECTION OF DIRECTORS

DIRECTORS CONTINUING IN OFFICE

Michael N. Christodolou

Age: 61

Director Since: 1999

Independent

Key skills and experience

• Investment management

• Corporate strategy

• Capital allocation

• Mergers and acquisitions

• Capital markets

• Accounting principles, internal controls and audit committee functions

Board Committee Membership

• Audit Committee (financial expert)

• Corporate Governance and Nominating Committee

Other Current Directorships

• NETSTREIT Corp.

Current Board Term Ends

• Fiscal 2026 Annual Meeting

Michael N. Christodolou, age 61 (current term to expire at the Fiscal 2026 Annual Meeting), is the Manager of Inwood Capital Management, LLC, an investment management firm he founded in 2000. From 1988 to 1999, Mr. Christodolou was employed by Bass Brothers/Taylor & Company, an investment firm associated with the Bass family of Fort Worth, Texas. Since 2020, Mr. Christodolou has served as a member of the Board of Directors of NETSTREIT Corp., a publicly-traded REIT that acquires, owns, and manages single-tenant triple net lease e-commerce resistant retail commercial real estate, where he serves as a member of the Audit Committee and the Investment Committee. From 2016 until it was acquired in December 2017, Mr. Christodolou served on the Board of Directors of Omega Protein Corporation, a nutritional products company. From 2015 to 2016, Mr. Christodolou served on the Board of Directors of Farmland Partners, Inc., a publicly-traded REIT that acquires and owns high-quality North American farmland. Mr. Christodolou also previously served on the Board of Directors of XTRA Corporation from 1998 until 2001 when it was acquired by Berkshire Hathaway Inc. Mr. Christodolou has been a director of the Company since 1999 and served as Chairman of the Board from 2003 to January 2015. He currently serves as a member of each of the Company’s Audit Committee and Corporate Governance and Nominating Committee. Mr. Christodolou has over 35 years of experience in investment management and working with the management teams and boards of public companies on matters including corporate strategy, capital allocation, and mergers and acquisitions. His knowledge of the investment and capital markets and his experience as a director of public companies provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. Christodolou an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that he qualifies as an audit committee financial expert.

Pablo Di Si

Age: 54

Director Since: 2022

Independent

Key skills and experience

• International operations

• Business management and development

• Knowledge of corporate finance, taxation and accounting

• Accounting principles, internal controls and audit committee functions

Board Committee Membership

• Audit Committee (financial expert)

• Human Resources and Compensation Committee

Other Current Directorships

• Copersucar

• JHSF Participações, S.A. and JHSF International

Current Board Term Ends

• Fiscal 2025 Annual Meeting

Pablo Di Si, age 54 (current term to expire at the Fiscal 2025 Annual Meeting), is the President and Chief Executive Officer of Volkswagen Group of America and the Chief Executive Officer of Volkswagen North American Region. Mr. Di Si joined Volkswagen, a multinational automotive manufacturing company, in 2014 as Chief Operating Officer and Chief Financial Officer of Argentina and was subsequently appointed as President and Chief Executive Officer of Argentina in 2016, as President and Chief Executive Officer of Latin America in 2017, and to his current positions in 2022. Prior to joining Volkswagen, Mr. Di Si held various key positions in finance, business development, and project management with CNH Global, Fiat Industrial S.p.A., Kimberly-Clark Corporation, Monsanto, and Abbott Laboratories. Since 2021, Mr. Di Si has served as a member of the Board of Directors of Copersucar, a global trader of sugar and ethanol. Since 2023, Mr. Di Si has served as an independent member of the Boards of Directors of JHSF Participações (Brazil’s Bovespa “JHSF”) and its parent company JHSF International. JHSF is a Brazilian luxury real estate and hotel conglomerate. Since 2023, Mr. Di Si has served as Chairman of Autos Drive America, a trade association that represents international automakers with presences in the United States. Mr. Di Si has completed the Managing Efficient Boards program at Harvard University and the CEO Global Program at Wharton, IESE and CEIBS Business School. Mr. Di Si has been a director of the Company since 2022 and he is also a member of the Company’s Audit Committee and the Company’s Human Resources and Compensation Committee. Mr. Di Si’s experience in international operations and business management and development, as well as his knowledge of corporate finance, taxation and accounting, provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. Di Si an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that he qualifies as an audit committee financial expert.


		PROPOSAL 1 ELECTION OF DIRECTORS

Ibrahim Gokcen

Age: 45

Director Since: 2021

Independent

Key skills and experience

• Artificial intelligence

• Machine learning

• Industrial internet of things

• NACD Directorship Certified^TM

Board Committee Membership

• Audit Committee

• Corporate Governance and Nominating Committee

Other Current Directorships

• Maersk Tankers

• PNO

• ZeroNorth

Current Board Term Ends

• Fiscal 2026 Annual Meeting

Ibrahim Gokcen, age 45 (current term to expire at the Fiscal 2026 Annual Meeting), has served as the Chief Data & Analytics Officer for Aon plc, a leading global professional services firm providing advice and solutions in risk, retirement and health, since May 2023. From October 2020 until he joined Aon in May 2023, Mr. Gokcen was the Founder and Managing Partner of Velocis Digital LLC, an interim executive services and management and execution consulting firm. From 2021 to 2023, Mr. Gokcen was also Strategic Advisor for NEO Holdings International, LLC, a blockchain company focused on transforming commodity trading for which he also previously served as Chief Technology Officer during 2021. Mr. Gokcen was the President and Chief Revenue Officer for Open Insights LLC, a data advisory and services company, during 2021. Prior to that, Mr. Gokcen was the Senior Vice President and Digital Chief Technology Officer for Schneider Electric, an energy management and automation company, from 2018 to 2020. Prior to that, Mr. Gokcen served as the Chief Digital Officer for A.P. Moller Maersk, an integrated transport and logistics company, from 2016 to 2018. Mr. Gokcen also previously held senior product, information technology, and research and development leadership roles at General Electric. Mr. Gokcen is NACD Directorship Certified^TM. Mr. Gokcen currently serves as an independent director for Maersk Tankers, a service company that provides commercial management solutions for shipowners in the tanker industry, ZeroNorth, a software and infrastructure security company that is the security industry’s first provider of orchestrated risk management, and PNO, a company with the Nordics’ largest range of short and long-term trailer rentals. Mr. Gokcen also serves as a member of the Board of Trustees of AnitaB.org, an organization that helps women and nonbinary people succeed in technology. Mr. Gokcen has been a director of the Company since 2021 and currently serves as a member of the Company’s Audit Committee and the Company’s Corporate Governance and Nominating Committee. Mr. Gokcen’s strong background in international markets and transforming businesses in a number of industries with technology provides him with the relevant experience to serve on the Company’s Board of Directors.

Mary A. Lindsey

Age: 68

Director Since: 2018

Independent

Key skills and experience

• Investor relations

• International and domestic M&A

• Knowledge of corporate finance, capital and debt markets, taxation and accounting

• Legal experience

• Accounting principles, internal controls and audit committee functions

Board Committee Membership

• Audit Committee (Chair; financial expert)

• Corporate Governance and Nominating Committee

Other Current Directorships

• Methode Electronics, Inc.

• Orion Engineered Carbons S.A.

Current Board Term Ends

• Fiscal 2025 Annual Meeting

Mary A. Lindsey, age 68 (current term to expire at the Fiscal 2025 Annual Meeting), is the retired Senior Vice President and Chief Financial Officer of Commercial Metals Company, a global manufacturer and recycler of steel and other metals. Ms. Lindsey joined Commercial Metals Company in September 2009 as Vice President-Tax. She was subsequently appointed Commercial Metals Company’s Vice President-Tax and Investor Relations in June 2015, Vice President and Chief Financial Officer in January 2016, and Senior Vice President and Chief Financial Officer in September 2017. In connection with Ms. Lindsey’s planned retirement from Commercial Metals Company, Ms. Lindsey stepped down as Senior Vice President and Chief Financial Officer in August 2019. Prior to joining Commercial Metals Company, Ms. Lindsey served as Vice President Tax and Tax Counsel for Albany International Corp., a global advanced textiles and materials processing company, from March 2006 to September 2009, and from January 2005 to March 2006, Ms. Lindsey was an attorney at Baker & Hostetler LLP, a national law firm. In addition, Ms. Lindsey served in various roles, including Vice President Tax and Tax Counsel, Legal Counsel responsible for global M&A and intellectual property, and General Manager of Corporate M&A, at The Timken Company, a global manufacturer of bearings, transmissions, gearboxes, and related components, from January 1985 to January 2005. Since 2020, Ms. Lindsey has served as a member of the Boards of Directors and the Audit Committees of Methode Electronics, Inc. and Orion Engineered Carbons S.A. Ms. Lindsey serves as the Chair of the Audit Committee of Methode Electronics, Inc. Ms. Lindsey has been a director of the Company since 2018 and currently serves as Chairperson of the Company’s Audit Committee and as a member of the Company’s Corporate Governance and Nominating Committee. Ms. Lindsey’s experience in investor relations and international M&A, as well as her knowledge of corporate finance, taxation and accounting, provide her with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Ms. Lindsey an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that she qualifies as an audit committee financial expert.


		PROPOSAL 1 ELECTION OF DIRECTORS

Consuelo E. Madere

Age: 63

Director Since: 2018

Independent

Key skills and experience

• Global ag industry experience

• Management consulting and executive coaching

• Domestic and global experience spanning manufacturing, strategy, technology, business development, profit and loss responsibility, and general management

• Public company director experience

Board Committee Membership

• Corporate Governance and Nominating Committee (Chair)

• Human Resources and Compensation Committee

Other Current Directorships

• Nutrien

Current Board Term Ends

• Fiscal 2025 Annual Meeting

Consuelo E. Madere, age 63 (current term to expire at the Fiscal 2025 Annual Meeting), is the President of Proven Leader Advisory, LLC, a management consulting and executive coaching firm she founded in 2014. She is a former executive officer of Monsanto Company, a leading global provider of innovative, sustainable agricultural solutions. She retired from Monsanto in 2013 as Vice President of the company’s Global Vegetables and Asia commercial businesses and was a member of the Chief Executive Officer’s executive leadership team. Ms. Madere currently serves as a member of the Board of Directors of Nutrien, a publicly traded Canadian company listed on the New York Stock Exchange, where she chairs the Nominations and Governance Committee and is a member of the Audit Committee. From 2018 to 2022, Ms. Madere served as a member of the Board of Directors of S&W Seed Company, a Nasdaq-listed agricultural seed biotechnology company, where she chaired the Nominations and Governance Committee and was a member of the Compensation Committee. From 2014 to 2018, Ms. Madere served as a member of the Board of Directors of PotashCorp and was a member of its Audit Committee and its Safety, Health and Environment Committee. Ms. Madere is a NACD Board Leadership Fellow and holds a CERT certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University. Ms. Madere has been a director of the Company since 2018 and currently serves as Chairperson of the Company’s Corporate Governance and Nominating Committee and as a member of the Company’s Human Resources and Compensation Committee. Ms. Madere’s 30-plus years of domestic and global experience at Monsanto, spanning manufacturing, strategy, technology, business development, profit and loss responsibility and general management, along with her service as a director of public companies, provide her with the relevant experience to serve on the Company’s Board of Directors.

David B. Rayburn

Age: 75

Director Since: 2014

Independent

Key skills and experience

• Manufacturing

• International markets

• M&A

• Accounting principles, internal controls and audit committee functions

Board Committee Membership

• Audit Committee (financial expert)

• Human Resources and Compensation Committee (Chair)

Other Current Directorships

• None

Current Board Term Ends

• Fiscal 2026 Annual Meeting

David B. Rayburn, age 75 (current term to expire at the Fiscal 2026 Annual Meeting), is the retired President and Chief Executive Officer of Modine Manufacturing Company, a publicly-traded thermal management company that designs, manufactures and tests heat transfer products. Mr. Rayburn was the President and Chief Executive Officer and a Director of Modine Manufacturing Company from January 2003 until March 2008 when Mr. Rayburn retired. From 2002 to January 2003 Mr. Rayburn served as the President and Chief Operating Officer of Modine Manufacturing Company. From 1991 to 2002, he served in various executive roles at Modine Manufacturing Company including Executive Vice President, Vice President and General Manager. Mr. Rayburn previously served on the Board of Directors of Twin Disc, Inc. from 2000 to 2022, on the Board of Directors of Creative Foam Corporation from 2009 to 2017, on the Board of Directors of Jason, Inc. from 2001 to 2010, and on the Board of Directors of Unico, Inc., from 2008 to 2010. Mr. Rayburn has been a director of the Company since 2014 and he is also Chairperson of the Company’s Human Resources and Compensation Committee and a member of the Company’s Audit Committee. Mr. Rayburn’s strong background in manufacturing, international markets and acquisitions, combined with his corporate governance experience serving on public company boards, provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. Rayburn an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that he qualifies as an audit committee financial expert.

Information regarding executive officers of the Company is found in the Company’s Annual Report which has been supplied with this Proxy Statement.

Corporate Governance

The Board of Directors operates pursuant to the provisions of the Company’s Certificate of Incorporation and By-Laws as well as a set of Corporate Governance Principles which address a number of items, including the qualifications for serving as a director, the responsibilities of directors and board committees and the compensation of


		PROPOSAL 1 ELECTION OF DIRECTORS

directors. The Company has adopted a Code of Ethical Conduct that applies to the Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Corporate Controller, as required by Section 406 of the Sarbanes-Oxley Act of 2002. Additionally, the Company recently published an updated Code of Business Conduct and Ethics applying to all persons associated with the Company, including its directors, officers and employees, which complies with the listing standards adopted by the New York Stock Exchange. Both of these codes and the Company’s Corporate Governance Principles are available on the Company’s website at http://www.lindsay.com by clicking on the Ethics link under the Investor Relations tab and are available in print to any stockholder who submits a request in writing to the Secretary of the Company.

The Board of Directors conducts its business through meetings and actions taken by written consent in lieu of meetings. During the fiscal year ended August 31, 2023, the Board of Directors held ten meetings and acted pursuant to unanimous written consent on two occasions. During fiscal 2023, each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during the period of such member’s service and (ii) the total number of meetings of the committees of the Board of Directors on which he or she served held during the period of such member’s service.

The Company’s independent directors normally meet in executive session at each regularly scheduled Board meeting. The Chairperson of the Board, currently Mr. Brunner, an independent director, serves as the presiding director at each executive session of the independent directors.

Hedging and Pledging. The Board of Directors has adopted Corporate Governance Principles prohibiting directors and executive officers from pledging Company securities as collateral for any outstanding obligation. Directors and executive officers are also prohibited from trading in derivative securities of Company securities, engaging in short sales of Company securities, or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of Company securities.

Board Leadership Structure

The Company’s Corporate Governance Principles provide that the position of Chairperson of the Board of Directors be held by an independent director and, accordingly, the same individual cannot serve as both the Chairperson of the Board and as the Company’s Chief Executive Officer. This policy is designed to facilitate the ability of the Board of Directors to perform the important functions of providing independent oversight of management and to address risks faced by the Company. This policy also allows the Chairperson to convene executive sessions with independent directors without the need for a separate director to discharge the role of a presiding director.

Board’s Role in Risk Oversight

Management has the primary responsibility for identifying and managing the risks to which the Company is subject, under the oversight of the Board of Directors. Among other things, the Board of Directors considers risks presented by business strategy, competition, regulation, compensation plans, global economic conditions, cybersecurity, general industry trends including the disruptive impact of technological change, capital structure and allocation, and mergers and acquisitions. The Board of Directors as a whole has the primary responsibility for performing this oversight function. The Company’s three standing committees are also responsible for the assessment of risks associated with the general subject matters for which those standing committees have responsibility. The Board’s risk oversight process includes the regular consideration and evaluation of the Company’s cybersecurity risks, information security awareness training efforts, and information security risk insurance coverage, which are reported on a quarterly basis to the Board by the Company’s Chief Information Officer. The Board’s risk oversight process also includes close interaction with the Company’s internal auditors and is facilitated by an annual risk assessment prepared by management. The Company has engaged the accounting firm of Deloitte & Touche LLP to assist the Company’s internal auditors in the design, execution and preparation of reports with respect to the Company’s overall internal audit plan. Deloitte & Touche LLP also assists the Company’s internal auditors in the performance of certain other internal audit services and in the provision of regular updates to the Audit Committee regarding its services and testing results. The goal of the Board’s risk evaluation process is to identify any activities that create risks that may not be appropriate for the Company, quantify the magnitude of these risks and work with management to develop a plan to mitigate these risks.


		PROPOSAL 1 ELECTION OF DIRECTORS

Committees of the Board of Directors

The Board of Directors has established an Audit Committee, a Human Resources and Compensation Committee, and a Corporate Governance and Nominating Committee.

Audit Committee. The primary purpose of the Audit Committee is to assist the Board of Directors in the oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, and (iv) the performance of the Company’s internal audit function. The Audit Committee is responsible for selecting, compensating and evaluating the Company’s independent auditor. Specific functions performed by the Audit Committee include reviewing periodically with the independent auditor the performance of the services for which they are engaged, reviewing the scope of the annual audit and its results, reviewing the Company’s annual financial statements and quarterly financial statements with management and the independent auditor, reviewing the scope and results of the Company’s internal audit function, and reviewing the adequacy of the Company’s internal accounting controls with management and the independent auditor. The Audit Committee operates under a written charter adopted by the Board of Directors, which is available on the Company’s website at http://www.lindsay.com by clicking on the Committees link under the Investor Relations tab and is available in print to any stockholder who submits a request in writing to the Secretary of the Company. The charter meets the requirements of the listing standards adopted by the New York Stock Exchange.

The Audit Committee is currently comprised of Directors Lindsey (Chairperson), Christodolou, Di Si, Gokcen and Rayburn, each of whom the Board of Directors has determined to be independent under the listing standards adopted by the New York Stock Exchange. The Board of Directors has also determined that each of Ms. Lindsey and Messrs. Christodolou, Di Si, and Rayburn qualifies as an “audit committee financial expert” under the rules of the SEC. During fiscal 2023, the Audit Committee held five meetings.

Human Resources and Compensation Committee. The Human Resources and Compensation Committee is responsible for providing oversight of the Company’s human resources programs, executive compensation and benefit programs. The Human Resources and Compensation Committee reviews and approves the Company’s compensation policies, benefit plans, employment agreements, salary levels, bonus payments, and awards pursuant to the Company’s management incentive plans for its executive officers and other appointed officers. The Human Resources and Compensation Committee approves all individual grants and awards under the Company’s long-term equity incentive plans; provided, however, that the Human Resources and Compensation Committee has delegated limited authority to the Company’s Chief Executive Officer to make certain time-vested restricted stock unit awards to non-officer employees. The Human Resources and Compensation Committee also reviews compensation for non-employee directors and recommends changes in such compensation to the Board of Directors. The Human Resources and Compensation Committee is specifically responsible for determining the compensation of the Company’s Chief Executive Officer and conducts an annual performance evaluation of the Chief Executive Officer. The Company’s Chief Executive Officer makes recommendations to the Human Resources and Compensation Committee regarding the compensation paid to executive officers and other appointed officers. However, the final authority for setting executive officer compensation rests with the Human Resources and Compensation Committee. The Human Resources and Compensation Committee has the discretion to delegate specific responsibilities to the Chairperson of the Human Resources and Compensation Committee, any other Human Resources and Compensation Committee member(s) or subcommittees as the Human Resources and Compensation Committee may establish from time to time.

The Human Resources and Compensation Committee has retained external compensation consulting firms to assist and advise it on particular matters. During fiscal 2023, the Company received independent compensation consulting services from Meridian Compensation Partners, LLC (“Meridian”). Meridian was engaged directly by the Human Resources and Compensation Committee, but its fees were paid by the Company. The nature and scope of Meridian’s engagement with respect to the Human Resources and Compensation Committee’s decisions regarding fiscal 2023 executive and director compensation are described under “Compensation Discussion and Analysis” found later in this Proxy Statement.

The Human Resources and Compensation Committee operates under a written charter adopted by the Board of Directors, which is available on the Company’s website at http://www.lindsay.com by clicking on the Committees link under the Investor Relations tab and is available in print to any stockholder who submits a request in writing to the Secretary of the Company. The charter meets the requirements of the listing standards adopted by the New York Stock Exchange. The Human Resources and Compensation Committee is currently comprised of Directors Rayburn (Chairperson), Brunner, Di Si, and Madere, each of whom has been determined to be independent by the Board of


		PROPOSAL 1 ELECTION OF DIRECTORS

Directors under the listing standards adopted by the New York Stock Exchange. During fiscal 2023, the Human Resources and Compensation Committee held three meetings and acted pursuant to unanimous written consent on one occasion.

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is responsible for making recommendations to the Board of Directors of persons to serve as directors of the Company and as chairpersons and members of committees of the Board of Directors and for reviewing and recommending changes in the general Corporate Governance Principles of the Company. It also oversees the annual evaluation by the Board of Directors to determine whether the Board and its committees are functioning effectively. The Corporate Governance and Nominating Committee operates under a written charter adopted by the Board of Directors, which is available on the Company’s website at http://www.lindsay.com by clicking on the Committees link under the Investor Relations tab and is available in print to any stockholder who submits a request in writing to the Secretary of the Company. The charter meets the requirements of the listing standards adopted by the New York Stock Exchange.

The Corporate Governance and Nominating Committee identifies nominees to serve as a director of the Company through a combination of suggestions made by independent search firms, directors and stockholders. The Corporate Governance and Nominating Committee will consider director nominees for next year’s Annual Meeting recommended by stockholders which are submitted in writing, complete with biographical and business experience information regarding the nominee, to the Secretary of the Company by October 11, 2024. Candidates for directors are evaluated based on their independence, character, judgment, diversity of experience, financial and/or business acumen, ability to represent and act on behalf of all stockholders, and the needs of the Board. The Corporate Governance and Nominating Committee does not have a formal policy on diversity with regard to consideration of director nominees, but the Corporate Governance and Nominating Committee considers diversity in its selection of nominees and seeks to have a Board that reflects a diverse range of views, backgrounds and experience. The Corporate Governance and Nominating Committee uses the same criteria to evaluate its own nominees for director as it does for persons nominated by Company stockholders.

The Corporate Governance and Nominating Committee is currently comprised of Directors Madere (Chairperson), Christodolou, Gokcen, and Lindsey, each of whom has been determined to be independent by the Board of Directors under the listing standards adopted by the New York Stock Exchange. During fiscal 2023, the Corporate Governance and Nominating Committee held four meetings.

Related Party Transactions

The Board of Directors has adopted a written policy regarding the review, approval or ratification of related party transactions. Under the policy, all such related party transactions must be pre-approved by the Audit Committee or ratified by the Audit Committee if pre-approval is impracticable. Under the policy, certain transactions are excluded from the definition of related party transaction, including (i) transactions available to all employees generally, (ii) director and officer compensation approved by the Human Resources and Compensation Committee and/or Board of Directors, as applicable, (iii) transactions in the ordinary course of the Company’s business that are on substantially the same terms as those prevailing at the time for comparable products and services to unrelated third parties, and (iv) certain transactions with other companies where the related party’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 5% of that company’s shares, if the aggregate amount involved during the fiscal year does not exceed the greater of $1,000,000 or 2% of that company’s total annual revenues. In determining whether to approve or ratify a related party transaction, the Audit Committee will consider, among other factors, whether the terms of the transaction are fair to the Company, whether the transaction would present an improper conflict of interest for any director, officer or other related party, or whether the transaction would impair the independence of an outside director. Any Audit Committee member who has an interest in a transaction under discussion must abstain from voting on the proposed transaction.

Compensation Discussion and Analysis

Executive Summary.

Compensation Philosophy and Overview. The overall goal of the Company’s compensation policy is to maximize stockholder value by attracting, retaining, and motivating the executive officers who are critical to the Company’s long-term success. The Board’s Human Resources and Compensation Committee (the “Committee”) believes that executive compensation should be designed to promote both the short-term and long-term goals of the Company. Accordingly, an important component of the Committee’s compensation philosophy is to closely align the financial interests of the Company’s executive officers with those of the Company’s stockholders.


		PROPOSAL 1 ELECTION OF DIRECTORS

In order to implement its compensation philosophy, the Committee has determined that the total compensation program for executive officers should consist of the following components:

•

Base salaries to reflect responsibility, experience, tenure and performance of key executives, as well as the labor market for key executive positions;

•

Annual cash incentive awards to reward performance against short-term corporate and individual objectives;

•

Long-term equity incentive compensation to emphasize longer-term strategic objectives and align the interests of executives with those of stockholders; and

•

Other benefits as appropriate to be competitive in the marketplace.

Fiscal 2023 Business Highlights. Fiscal 2023 marked a year of significant achievements as the Company celebrated its 25th year as a publicly traded company on the New York Stock Exchange. In the face of interest rate headwinds, volatile commodity prices, and lower U.S. net farm income projections, the Company persevered to achieve new records in net earnings and earnings per share, led by record full year operating income and operating margin in its irrigation business and overall gross margin expansion. The Company’s improved operating performance and effective working capital management resulted in free cash flow generation in excess of its objective for the year, reaching 139 percent of net earnings. The Company’s strong performance supported its ability to pursue acquisitions, strategic partnerships, and growth investments in innovation, while empowering its employees, dealers, and distributors to further the Company’s clear and compelling mission: to provide powerful irrigation, infrastructure, and industrial technology solutions that conserve natural resources, expand our world’s potential, and enhance the quality of life for people around the world. Key highlights from fiscal 2023 include:

The Company achieved record net earnings and earnings per share. The Company reached all-time highs for full-year net earnings and earnings per share. Net earnings for fiscal 2023 were $72.4 million (or $6.54 per diluted share), an increase of $6.9 million (or $0.60 per diluted share) compared to $65.5 million (or $5.94 per diluted share) in the prior fiscal year. Meaningful expansion of gross margins in irrigation helped the Company to exceed its annual operating margin objective in fiscal 2023, as it achieved operating margin of 15.2% of sales, compared to 12.3% of sales in the prior fiscal year.

The Company strengthened its irrigation technology leadership position. In July 2023, the Company announced the acquisition of FieldWise, a market leader in agricultural technology products with a focus on subscription-based, precision irrigation solutions. The addition of FieldWise enables the Company to reach an expanded set of irrigation technology customers while simultaneously accessing new growth markets and sales channels. During fiscal 2023, the Company also entered into separate strategic partnerships with each of Pessl Instruments and Ceres Imaging, which together bring unique cutting-edge crop imaging, intuitive data analytics, connected crop management, and soil moisture and weather monitoring to growers. The FieldWise acquisition and the new strategic partnerships enhance the Company’s technology leadership position and supports the Company’s customers as they look to improve their operations and implement sustainable farming practices that save them critical time and resources.

The Company’s infrastructure business launched several innovative offerings to improve road safety and traffic flow. With operators, ground workers, and motorists in mind, the Company’s infrastructure business launched a modernized Road Zipper with a bold, modern design and two state-of-the-art operator cabins for improved safety and efficiency. The business’s focus on customer-first innovation is evidenced in numerous safety and productivity improvements to the barrier transfer machine system, including wrap-around windshields for enhanced operator and ground worker visibility, an external camera system designed to eliminate blind spots and to better visualize surrounding people, vehicles, and barrier, and other notable improvements to controls and cab doors. The Company’s infrastructure business also introduced the TAU-XR, a MASH crash cushion designed to meet the needs of work crews and motorists alike. Notably, the TAU-XR comes fully assembled and features a unique double-rail system that allows for timely and cost-effective repairs.

Fiscal 2023 Total Compensation Program. Highlights include:

•

Annual Cash Incentive Awards.

•

Introduced a free cash flow financial performance measure to incentivize executives to focus on “non-income” cash and balance sheet items such as controlling inventory, implementing lean initiatives, collecting receivables, controlling payables, and optimizing capital expenditures.


		PROPOSAL 1 ELECTION OF DIRECTORS

•

Retained a revenue financial performance measure to incentivize a continued focus on top-line growth.

•

Retained an operating margin financial performance measure to incentivize executives to continue to improve operating efficiency and profitability and avoid overlapping of performance measures with performance stock units.

•

In recognition of senior leadership’s commitment to strengthening the Company’s safety-aware culture, each executive officer committed to an individual performance objective to actively participate in a safety-focused management leadership program and to build and implement a personal workplace safety pledge.

•

Long-Term Incentive Compensation.

•

Maintained the weighting of performance stock units as 50% of the target dollar amount for the long-term incentive award, with stock options and restricted stock units each accounting for 25% of targeted dollar amounts for long-term incentive awards.

•

The Company retained its two evenly weighted performance stock unit performance measures, which align executives’ compensation with long-term value creation for stockholders.

•

The Company retained total stockholder return relative to a select peer group as a performance stock unit performance measure, which is an important indicator of the Company’s financial performance compared to the market.

•

The Company retained return on invested capital as a performance stock unit performance measure, which measures the Company’s operational efficiency in allocating capital.

•

Retained consistent three-year performance and vesting periods for all long-term incentives offered to executives.

Annual Cash Incentives Earned for Fiscal 2023 Performance. For fiscal 2023, payments in connection with the Company’s annual cash incentive awards were reflective of the Company’s performance against its financial objectives and the officers’ performance against their individual goals. The financial performance component and the individual performance component accounted for 80% and 20%, respectively, of each officer’s potential annual cash incentive award. The Company exceeded the threshold level for its revenue goal and exceeded the maximum level for both its operating margin goal and its free cash flow goal. Based on these results, the overall Company financial performance component payout percentage was 147.5% of target. In addition, the officers generally achieved their individual objectives and were entitled to payouts under the individual performance component ranging from 80% to 100%.

Performance Stock Units (“PSUs”) Earned for Fiscal 2021-2023 Performance. The end of fiscal 2023 marked the end of the three-year performance period for PSUs granted in fiscal 2021. For this performance period, the Company achieved three-year relative total stockholder return at the 27^th percentile (resulting in a 55.2% of target payout for this component) and three-year average return on invested capital of 12.9% (resulting in a maximum 200% of target payout for this component), which equated to a cumulative payout percentage of 127.6% of target.

Say on Pay. The Board of Directors and the Committee take several measures to monitor the degree of alignment between the financial interests of the Company’s executive officers and those of the Company’s stockholders, which include conducting a non-binding “say on pay” vote at each annual meeting of the Company’s stockholders. At the Company’s Fiscal 2023 Annual Meeting of Stockholders, approximately 94% of votes were cast in favor of the non-binding “say on pay” resolution – marking the 13th consecutive annual meeting in which more than 90% of votes were cast in support of the proposal. While the Committee considered the “say on pay” voting results in establishing fiscal 2023 and fiscal 2024 compensation, no specific actions were deemed necessary as the Committee believed the results of the “say on pay” votes were a confirmation that stockholders were in general agreement with the Committee’s compensation philosophy. The Committee will continue to consider the “say on pay” voting results and other feedback provided by the Company’s stockholders when making future compensation decisions concerning the Company’s executive officers.

Compensation-Related Risk Assessment. The Committee has assessed the risks that could arise from the Company’s compensation program and does not believe that the terms of this program encourage excessive risk-taking that is reasonably likely to have a material adverse effect on the Company. The Committee considered the following factors as they relate to the compensation program:

•

The balanced focus on both short-term and long-term financial goals;

•

Specific performance goals are reviewed and approved by the Committee;


		PROPOSAL 1 ELECTION OF DIRECTORS

•

The use of multiple financial performance goals so as to avoid over-emphasis on any one metric;

•

Incentive-based awards are subject to a clawback policy in the event of restatements of the Company’s financial results;

•

Long-term incentives have a three-year performance and vesting period;

•

The existence of caps on the potential maximum incentive payouts;

•

The robust stock ownership guidelines for management; and

•

The prohibition on directors and executive officers from pledging Company securities as collateral for any outstanding obligation or entering into any transactions designed to hedge or offset any decrease in the market value of Company securities.

The Committee’s Independent Compensation Consultant. The Committee engaged Meridian Compensation Partners, LLC (“Meridian”) in fiscal 2023 to, among other things, provide a competitive assessment of the Company’s executive compensation program and to evaluate the compensation of the Named Executive Officers in comparison to peer group proxy data and relevant survey data. Meridian was engaged directly by the Committee, but its fees were paid by the Company.

Market Alignment of Executive Compensation. When evaluating the market competitiveness of executive salaries, target annual incentive opportunities, and target long-term incentive values, the Committee generally considers the market medians for comparable positions among manufacturing and general industry companies of similar size (measured by annual revenues) and complexity (measured primarily by number of distinct business lines and scope of international focus) as the Company, based on available peer group and survey data, with variation due to differences in executive skill levels and experience, the executive’s role, individual performance, organizational hierarchy, and internal fairness with other positions and roles within the Company.

The Committee annually compares the Named Executive Officers’ general compensation levels against available market data and then also performs an in-depth review of the entire compensation program approximately every three years in order to comprehensively review the Company’s short and long-term compensation strategies, award mixes and performance metrics.

In conducting its review and analysis, Meridian used a combination of proxy data from peer companies and survey composite data. Peer group data was used as the primary data source for establishing benchmark compensation levels for the Chief Executive Officer, Chief Financial Officer and other positions where comparable position data was available, with general industry survey data used as a supplemental data source for these positions. General industry survey data was used as the primary data source for positions where comparable position data was not sufficiently available in peer group public disclosures. The composite data was obtained from the Equilar Executive Compensation Survey and included compensation information from general industry companies with revenue between approximately one-third and three times the Company’s annual revenues.

Each year, the Committee, with assistance from Meridian, reviews and considers modifications to the peer group, generally using the following selection criteria:

•

Revenue for the then-most recent fiscal year of between approximately one-third and three times the Company’s annual revenues, typically considered as a five-year average due to the cyclicality of the Company’s business;

•

Similar industry, with a qualitative assessment of business fit; and

•

Similar business and organizational complexity, emphasizing companies having international revenue in excess of 25% of total revenue.


		PROPOSAL 1 ELECTION OF DIRECTORS

For fiscal 2023, Meridian again reviewed the peer group and recommended one change from the previous year’s membership, as Lydall, Inc. was removed because it was acquired. The resulting 22-company peer group used for fiscal 2023 pay decisions consists of the following companies (each of which was publicly traded, had updated proxy filings, remained within an appropriate size range with five-year average revenue within approximately one-third and three times the Company’s five-year average revenue, and did not have any pending mergers or acquisitions, bankruptcies, or other known current scandals that could diminish its effectiveness as a peer):



• Alamo Group, Inc.	• ESCO Technologies Inc.	• Kadant Inc.
• Albany International Corp.	• Federal Signal Corp.	• L.B. Foster Co.
• Altra Industrial Motion Corp	• Franklin Electric Co., Inc.	• Manitex International, Inc.
• Astec Industries Inc.	• The Gorman-Rupp Co.	• Mueller Water Products, Inc.
• CIRCOR International, Inc.	• Graco, Inc.	• NN, Inc.
• Columbus McKinnon Corp.	• Helios Technologies, Inc.	• Standex International Corporation
• Douglas Dynamics, Inc.	• John Bean Technologies Corp.	• Twin Disc, Inc.
• EnPro Industries, Inc.

Role of Management in Setting Compensation. In addition to reviewing the compensation of executive officers against the competitive market, the Committee also considers recommendations from the Company’s President and Chief Executive Officer regarding the total compensation for executive officers. Further, the Committee considered the historical compensation of each executive officer, from both a total compensation and a component by component basis, in setting the fiscal 2023 compensation for the executive officers.

Recoupment Policy. In accordance with Section 10D of the Securities Exchange Act of 1934, as amended, Rule 10D-1 promulgated thereunder, and the listing standards of the New York Stock Exchange, the Committee adopted the Lindsay Corporation Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) effective as of October 2, 2023. The Clawback Policy requires the Company to recover from covered executive officers (i.e., its Named Executive Officers) the amount of erroneously awarded compensation (i.e., the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on restated amounts) resulting from an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were not corrected in the current period or left uncorrected in the current period.

The Clawback Policy applies to incentive-based compensation received for achieving performance measures in fiscal 2024 and beyond. The Company’s prior compensation recoupment policy, which still applies to annual cash incentive and certain long-term incentive compensation payments made to covered executive officers for achieving performance measures for or prior to fiscal 2023, allows recoupment or repayment of such incentive payments made during the three years preceding the restatement of Company financial statements to the extent such payments exceeded the amounts that would have been payable based on the restated financial results. Conversely, the prior policy also allows for additional payments to the extent the amounts paid as annual cash incentive and certain long-term incentive payments received in the three years preceding a restatement of Company financial statements were less than the amounts that would have been payable based on the restated financial results.

2023 Executive Compensation Program. The Company’s fiscal 2023 compensation program for its executive officers, including the Named Executive Officers, consisted of four basic components, which are (i) base salary, (ii) annual cash incentive awards, (iii) long-term incentive compensation and (iv) other employee benefits. The purposes of each of these components of executive compensation and the manner in which compensation for fiscal 2023 under these components was determined by the Committee for executive officers are as follows:

Base Salary. Base salaries are designed to provide executive officers with a competitive level of fixed compensation that is commensurate with the executive officer’s individual responsibility, experience, tenure and general performance of duties. Base salary levels are also subject to competitive pressures faced by the Company for attracting and retaining qualified executives to fill key positions in the different geographic regions where the Company’s executives reside. The Committee considers peer group and compensation survey information regarding base salary levels for executive officers with comparable positions and responsibilities in similar companies in order to maintain base salaries at competitive levels. In general, the Committee evaluates each executive officer’s base salary on an annual basis to determine if an increase from the prior fiscal year’s base salary is justified based on these criteria and considerations.


		PROPOSAL 1 ELECTION OF DIRECTORS

In the first quarter of fiscal 2023, the Committee established the base salaries for each of the Named Executive Officers. With respect to the base salaries of Named Executive Officers other than Mr. Wood, the Committee considered Mr. Wood’s recommendations for salary adjustments and competitive salary information included in Meridian’s report on executive compensation. Mr. Wood made his recommendations for salary adjustments primarily based on individual performance and the Meridian report. The table below sets forth information about the fiscal 2023 base salary level for each of the Named Executive Officers:


Officer	Fiscal 2022 Base Salary		Salary Increase Amount		Salary Increase Percentage	Fiscal 2023 Base Salary

Mr. Wood		$725,000	$	45,000	6.2%	$	770,000

Mr. Ketcham		$404,000	$	24,000	5.9%	$	428,000

Mr. Oberto		$382,000	$	23,000	6.0%	$	405,000

Mr. Marion		$345,000	$	22,000	6.4%	$	367,000

Annual Cash Incentive Awards. The Company provided annual cash incentive awards to its executive officers under a Management Incentive Plan for fiscal 2023 (the “2023 MIP”) that was adopted by the Committee. The Company utilized the annual cash incentive awards under the 2023 MIP primarily to encourage its executive officers to achieve specific short-term financial goals of the Company. In addition, a portion of the annual cash incentive awards was tied to individual performance objectives established for each executive officer participating in the 2023 MIP. The Committee adopted the 2023 MIP and established the financial and individual goals for executive officers under the 2023 MIP during the first quarter of fiscal 2023.

The 2023 MIP established a target cash incentive amount for each Named Executive Officer (each a “Target Cash Incentive Award”). The Target Cash Incentive Awards were set as follows:

•

Mr. Wood – 100% of base salary

•

Mr. Ketcham – 65% of base salary

•

Messrs. Marion and Oberto – 55% of base salary for each

In each case, a Target Cash Incentive Award represents the total cash incentive a Named Executive Officer was entitled to receive if he had achieved 100% of the target levels under the financial performance component and individual performance component established for such Named Executive Officer under the 2023 MIP.

The financial performance component accounted for 80% of each Named Executive Officer’s potential annual cash incentive award. This component consisted of three subcomponents: revenue, operating margin, and free cash flow. The Committee believed the use of revenue, operating margin, and free cash flow would provide a good balance of financial objectives to promote maximum stockholder value. For each Named Executive Officer, the financial performance component was based 100% on consolidated Company financial performance.

For purposes of the annual cash incentive awards under the 2023 MIP, (i) revenue was defined as the Company’s fiscal 2023 operating revenues, (ii) operating margin was defined as the Company’s fiscal 2023 operating profit divided by the Company’s fiscal 2023 operating revenues, and (iii) free cash flow was defined as the Company’s fiscal 2023 free cash flow divided by the Company’s fiscal 2023 net earnings. Each of the three subcomponents was to be calculated using the Company’s Consolidated Statement of Operations for the year ended August 31, 2023. The Committee chose to use revenue, operating margin, and free cash flow as the financial performance measures for determining annual cash incentive awards under the 2023 MIP because it believed that the Named Executive Officers had significant influence over these measures, that these measures align the interests of officers with the creation of stockholder value, that these measures incentivize revenue growth as well as improving operating efficiency and profitability, and that these measures were well-understood by management and stockholders. Accordingly, each of the revenue subcomponent and the operating margin subcomponent was assigned a weighting of 37.5% by the Committee, and the free cash flow subcomponent was assigned a weighting of 25% by the Committee.

In general, the Committee seeks to establish target levels for financial performance goals based on the Company’s annual budget for the relevant fiscal year as approved by the Board of Directors.


		PROPOSAL 1 ELECTION OF DIRECTORS

Transaction costs associated with any acquisition or divestiture considered, pursued, or closed are added back to profitability in the year or years in which such costs are incurred. Thus, consistent with the terms of the 2023 MIP, actual results were adjusted to account for professional fees incurred in connection with exploring certain strategic opportunities. Also consistent with the terms of the 2023 MIP and in addition to adding related transaction costs back to profitability, actual results for the selected financial performance goals were adjusted by subtracting the Board-approved business case for the Company’s acquisition of FieldWise in the fourth quarter of fiscal 2023 for purposes of award payout calculations. In the event that there had been any divestitures made during fiscal 2023, (a) actual results for the selected financial performance goals would have been adjusted by including the Board-approved budgets (and removing actual performance results) for such divestitures for purposes of award payout calculations, unless the Committee were to approve a modification to exclude any such items, and (b) as noted above, transaction costs would have been added back to profitability. Further, if a planned divestiture was not included in the budget, its financial performance metrics would not be included in the calculation of the financial performance goals so long as the divestiture was not completed by the end of the fiscal year. As permitted by the terms of the 2023 MIP, actual results were also adjusted to exclude the impact of an impairment related to the Company’s sale of a minority investment in a connected roadway company.

Under the 2023 MIP, a Named Executive Officer could earn a portion of his Target Cash Incentive Award if he achieved at least a threshold level of performance for any of the financial or individual performance components. Separate analyses were performed to determine the payout earned under the financial performance component and the individual performance component, and those two components were then added together to determine the final cash incentive awarded to a Named Executive Officer. The financial performance subcomponents are calculated according to a scale that provides varying percentage payouts for “threshold”, “intermediate”, “target” and “maximum” performance levels. If the Company fails to meet the “threshold” performance level for a specific financial performance subcomponent, then the Named Executive Officer will receive no payout under that specific subcomponent. Percentage payouts between the threshold, intermediate, target and maximum levels are linearly interpolated for each financial performance subcomponent.

For fiscal 2023, the following performance levels trigger the following percentage award payouts (calculated as a percentage of the Target Cash Incentive Award available under the overall Company financial performance component weighted at 80%):


	Revenue (37.5%)			Operating Margin (37.5%)			Free cash flow (25%)			Award Payout for Financial Performance Subcomponent (as a % of Target Cash Incentive Award)

Maximum		$	1,003.7 million		14.5	%		125	%		200	%

Target		$	803.0 million		12.6	%		100	%		100	%

Intermediate		$	722.7 million		11.4	%		90	%		75	%

Threshold		$	642.4 million		10.1	%		80	%		50	%

Below Threshold			—		—			—			0	%

Actual		$	674.1 million		15.3	%		139	%		147.5	%

The Committee also approved the use of individual performance objectives to determine 20% of the annual cash incentives under the 2023 MIP for each Named Executive Officer. The individual performance objectives were designed to focus on goals or initiatives that are intended to create longer-term value for the Company. For fiscal 2023, each officer had an individual performance objective specific to safety and, depending on the officer, other performance objectives relate to areas such as factory optimization, free cash flow generation, inventory management, commercial launch plans, and investor relations. Some of these individual performance objectives are objective and depend upon the accomplishment of specific measurable goals such as the completion of a safety management leadership program or achievements of certain free-cash-flow-related metrics. Others are subjective in nature, such as performance objectives tied to operational improvements, comprehensive commercial launch plans, or the strengthening of functional capabilities.

The cash incentive award earned under the individual performance component is calculated based on the Named Executive Officer’s level of performance relative to his respective annual individual or team objectives. Calculated as a percentage of the Target Cash Incentive Award available under the individual performance component, a Named


		PROPOSAL 1 ELECTION OF DIRECTORS

Executive Officer who meets all of his individual performance objectives will receive a 100% award payout, with award payouts ranging from 0% for not meeting any individual performance objectives to 200% for significantly exceeding all individual performance objectives.

Both the financial and individual performance component calculations offer a range of payouts for performance that exceeds or falls short of the target levels. The Committee believes that this not only provides an incentive for executives to achieve performance that exceeds expectations, but it also provides constant motivation during down business cycles which can have detrimental effects on both financial performance and organizational health. By rewarding a range of performance, the Committee strives to partially counteract the cyclical nature of the Company’s business. Likewise, the payout of an earned award under one component or subcomponent is not contingent upon meeting a certain performance standard under any of the other components or subcomponents. For example, an executive who has met all of his individual performance objectives would still be entitled to receive a payout under the individual component even if the Company failed to meet the threshold financial performance objectives. Similarly, an executive may receive a payout if the threshold level (or higher) is met for a specific financial performance subcomponent even if the executive failed to meet his individual performance objectives and/or the Company failed to meet the threshold levels for any of the other financial performance subcomponents.

During fiscal 2023, for purposes of the 2023 MIP, the Company recorded revenue of $674.1 million, operating margin of 15.3%, and free cash flow percentage of 139%. Based on these results, the overall Company Financial Performance Component payout percentage was 147.5% of target based on subcomponent payout percentages of 60%, 200%, and 200% for each of the revenue (37.5%), operating margin (37.5%), and free cash flow (25.0%) subcomponents, respectively. In addition, after the conclusion of fiscal 2023, Mr. Wood recommended scores to the Committee for each Named Executive Officer (including himself) under the Individual Performance Component of the 2023 MIP. The Committee then discussed and approved those scores, determining that the Named Executive Officers generally achieved their individual objectives and were entitled to payouts under the Individual Performance Component of the 2022 MIP ranging from 80% to 100%.

The table below sets forth the 2023 MIP Target Cash Incentive Awards and actual payouts to each of the Named Executive Officers based upon fiscal 2023 performance.


Named Executive Officer	2022 MIP Target Cash Incentive Award			2022 MIP Actual Cash Incentive Award Payout			Percentage of Target Earned

Mr. Wood		$	770,000		$	1,062,292		138	%

Mr. Ketcham		$	278,200		$	378,241		136	%

Mr. Oberto		$	222,750		$	298,396		134	%

Mr. Marion		$	201,850		$	278,472		138	%

Long-Term Incentive Compensation. Long-term incentive compensation is designed to reward the achievement of longer-term strategic objectives and align the financial interests of the Company’s executive officers with those of the Company’s stockholders. For fiscal 2023, the Committee approved a target dollar amount for the long-term incentive award for each of the Company’s Named Executive Officers which were allocated as follows:

•

one half in the form of performance stock units (“PSUs”),

•

one fourth in the form of restricted stock units (“RSUs”) and

•

one fourth in the form of nonqualified stock options.

The PSUs, RSUs and stock options were granted pursuant to the Company’s 2015 Long-Term Incentive Plan, which was approved by the stockholders at the Company’s annual stockholder meeting in January 2015. The Committee believes that this mix of PSUs, RSUs and stock options will continue to promote sustained long-term performance and retention.

In determining the number of PSUs, RSUs and stock options granted to the Named Executive Officers as part of their long-term incentive compensation for fiscal 2023, the Committee first established a dollar value of the total long-term


		PROPOSAL 1 ELECTION OF DIRECTORS

incentive awards to be awarded to each Named Executive Officer assuming they achieved target performance levels for the PSUs. The Committee established total long-term incentive award amounts as follows for fiscal 2023:



Mr. Wood	$	1,925,000

Mr. Ketcham	$	500,000

Mr. Oberto	$	325,000

Mr. Marion	$	325,000

The grant date values allocated to PSUs and RSUs were divided by the closing price of the Company’s common stock on the grant date ($156.16 as of October 24, 2022) to convert those dollar values into total numbers of stock units initially awarded to each Named Executive Officer. While the number of PSUs granted was based upon a target level, the actual number of PSUs actually earned may be as low as 0% if the Company fails to meet the threshold performance level for both performance measures. Alternatively, the number of PSUs actually earned may be as high as 200% if the Company meets or exceeds the maximum performance level for both performance measures. The dollar values allocated to stock options were converted to a number of stock options by using the Black-Scholes option pricing formula on the grant date.

Under the terms of the individual award agreements, both the PSUs and RSUs awarded to Named Executive Officers for fiscal 2023 are payable in common stock and provide the Named Executive Officers with special cash dividend equivalents which entitle them to receive any special cash dividend paid by the Company while the PSUs and RSUs are outstanding; provided, however, that any special cash dividend equivalents will be converted into additional units and will not be payable until all applicable vesting and performance conditions have been met. No cash payment or dividend equivalent will be payable in connection with any regular quarterly dividends. In addition, awards under the PSUs, RSUs and stock options are subject to certain anti-dilution adjustments in the event of a stock split, stock dividend, merger or other similar corporate transaction. The Committee has adopted a policy regarding the timing of grants of PSUs, RSUs and stock options to employees which generally provides that such grants will be made on an annual basis during the first quarter or at the beginning of the second quarter of the fiscal year and at least two business days after the Company has issued its full-year earnings release for the prior fiscal year.

The specific terms of the PSU, RSU and stock option grants made to the Named Executive Officers for fiscal 2023 are as follows:

Performance Stock Unit (PSU) Awards. PSUs represent a right to receive a certain target number of shares of the Company’s common stock at a specified time in the future if certain performance objectives have been met during the specified performance period leading up to the payout of the PSU. PSUs are, therefore, designed to reward achievement of specific performance objectives over this period. Historically, the Committee has awarded PSUs with a threshold payout of 50% of the target number and a maximum payout of 200% of the target number. In addition to requiring satisfaction of the applicable threshold performance levels, PSUs are only payable if the recipient remains employed with the Company until payout occurs after the end of the performance period (or under certain circumstances involving a change in control, death or complete disability, as discussed in the “Termination Payments” section below).

Each PSU awarded in fiscal 2023 has a three-year performance period running through the end of fiscal 2024 (i.e. August 31, 2025) with any earned PSUs cliff vesting on November 1, 2025. The Committee selected a three-year performance period because measuring performance over a long period would be less affected by cyclical variations in the Company’s business and one-time events. The Committee felt that a three-year period was commonly used by similar companies for this reason. The Committee chose total stockholder return relative to a select peer group (“Relative Total Stockholder Return”) and return on invested capital (“ROIC”), each equally weighted, as the performance measures to be used to determine PSU payouts for the three-year performance period.

Ultimately, the Committee chose to base PSU payouts on Relative Total Stockholder Return and ROIC because it determined that they align executives’ potential payouts with stockholder value creation and continue to encourage the efficient use of capital. Additionally, these performance measures could be easily quantified and calculated for the purposes of determining whether the Company had met the necessary performance requirements. The Committee assigned equal weighting to Relative Total Stockholder Return and ROIC for purposes of determining PSU payouts in order to drive profitable growth and focus on appropriate asset management. Although the Committee feels that Relative Total Stockholder Return and ROIC reasonably approximate the connection between executive performance and


		PROPOSAL 1 ELECTION OF DIRECTORS

stockholder value, future developments could possibly prompt the Committee to make subsequent PSU awards according to different performance measures.

For purposes of PSUs awarded in fiscal 2023, “Total Stockholder Return” means with respect to the Company or other entities (if measured on a relative basis), (i) the change in the market price of the entity’s common stock (as measured by the average of the closing prices for the entity’s common stock over the 20 trading days prior to the end and the beginning of the three-year performance period), divided by (ii) the beginning market price (as measured by the average of the closing prices for the entity’s common stock over the 20 trading days prior to the beginning of the three-year performance period), all of which is adjusted for any changes in equity structure, including but not limited to stock splits and stock dividends. “Relative Total Stockholder Return” is calculated by comparing the Company’s Total Stockholder Return to the Total Stockholder Returns of 29 peer companies from the S&P Small Cap Machinery group, the Agriculture and Farm Machinery industries, and other entities commonly understood to be the Company’s competitors, the stock of which is believed to be exposed to and react to similar external and industry forces as the Company’s common stock. The resulting 29-company peer group used for the Relative Total Stockholder Return analysis consists of the following companies:



• 3D Systems Corporation	• Enerpac Tool Group Corp.	• Proto Labs, Inc.
• AGCO Corporation	• EnPro Industries, Inc.	• SPX Technologies, Inc.
• Alamo Group Inc.	• ESCO Technologies Inc.	• Standex International Corp.
• Albany International Corp.	• Federal Signal Corporation	• Tennant Company
• Astec Industries, Inc.	• Franklin Electric Co., Inc.	• Titan International, Inc.
• Barnes Group Inc.	• The Greenbrier Companies, Inc.	• The Toro Company
• Chart Industries, Inc.	• Hillenbrand, Inc.	• Trinity Industries, Inc.
• CIRCOR International, Inc.	• John Bean Technologies Corp.	• Valmont Industries, Inc.
• CNH Industrial N.V.	• Mueller Industries, Inc.	• Wabash National Corp.
• Deere & Company		• Watts Water Technologies, Inc.

In the event a member of the above peer group experiences a bankruptcy, that entity shall remain in the peer group but shall drop to the bottom of the ranking (i.e., lowest Total Stockholder Return). In the event that a member of the above peer group is acquired or delisted, that entity shall be removed from the peer group.

For purposes of PSUs awarded in fiscal 2023, “ROIC” is calculated in the following manner:

Net Operating Income After Tax

(Average* Invested Capital**)

- This average will be computed using the beginning and ending amounts of Invested Capital for the applicable performance period.

- Invested Capital means Total Interest-Bearing Debt plus Shareholders’ Equity.

In the event of an acquisition, actual financial results will be adjusted in the year in which the acquisition occurs for purposes of calculating ROIC by subtracting the Board-approved business case for each acquisition, unless the Committee approves a modification to include any such items. In the event of a divestiture, actual financial results will be adjusted in the year in which the divestiture occurs for purposes of calculating ROIC by including the Board-approved budget (and removing actual performance results) for each divestiture, unless the Committee approves a modification to include any such items. If a planned divestiture is not included in the budget, its financial performance metrics will not be included in the calculation of ROIC if the divestiture is not completed by the end of the applicable budget year. Transaction costs associated with any acquisition or divestiture considered, pursued, or closed shall be added back to profitability in the year or years in which such costs are incurred.


		PROPOSAL 1 ELECTION OF DIRECTORS

The Committee has established the following three-year average performance measures for Relative Total Stockholder Return and ROIC for the PSUs awarded in fiscal 2023:

Total
Stockholder
Return
(50% weight)

ROIC
(50% weight)

Payout
as % of Target

Maximum

75th Percentile

SEC Form DEF 14A filed by Lindsay Corporation