Belden (BDC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to be held virtually; record date is March 25, 2025.

• Key agenda items: election of nine directors, ratification of Ernst & Young as auditor, advisory vote on executive compensation, and other business.

• Company strategy focuses on growing a portfolio of networking and data products, advancing solutions capabilities, selective M&A, and long-term earnings and free cash flow growth.

Voting matters and shareholder proposals

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation.

• Shareholders can vote online, by phone, or by mail; proposals include director elections, auditor ratification, and say-on-pay.

• Shareholder proposals for the 2026 meeting must be received by December 9, 2025.

Board of directors and corporate governance

• Board consists of nine nominees, with a mix of tenures and diverse backgrounds; all but the CEO are independent.

• Four standing committees: Audit, Compensation, Finance, and Nominating and Corporate Governance; Cybersecurity subcommittee reports to Audit.

• Annual director elections with a majority vote standard; robust director refreshment and limits on outside directorships.

• Board and committees oversee risk, sustainability, data privacy, and security.