🧾 What This Document Is

This is SPX Technologies' official proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders. It’s the rulebook and agenda for the meeting, explaining what shareholders will vote on and providing all the details they need to make informed decisions. The meeting is virtual on May 12, 2026, at 8:00 a.m. ET.

🏢 What The Company Does

👉 In simple terms, SPX Technologies makes specialized equipment for heating, cooling, and detection. They operate in two main segments:

• HVAC: This includes cooling towers, heaters, and ventilation systems. Think data centers, hospitals, and large buildings that need precise climate control.
• Detection & Measurement: This includes communication technology (like utility locating and pipeline inspection) and lighting solutions for emergency vehicles and infrastructure.

💰 Financial Highlights for 2025

The company had a stellar year, marking a milestone since its spin-off a decade ago.

• Revenue Growth: Increased 14.2% year-over-year.
• Profit Growth: Income from continuing operations jumped 21.7%.
• Capital Raise: Executed a $575 million equity raise.
• New Credit: Secured new $2 billion credit facilities.
• 2026 Outlook: Management issued guidance projecting another double-digit increase in adjusted earnings per share at the midpoint.

🚀 Key Moves & Strategic Actions

The company was very active in 2025, investing for future growth.

• Acquisitions: Expanded both major platforms by acquiring KTS (enhancing the Detection & Measurement CommTech platform) and Sigma and Omega (strengthening the HVAC heating platform).
• Capacity Expansion: Invested in building more capacity to meet strong customer demand, especially in data centers, healthcare, and institutional markets.
• Operational Investments: Focused on continuous improvement, AI/digital capabilities, and talent development to boost efficiency and profitability.

📦 The Annual Meeting & Voting

Your guide to participating and what's on the ballot.

• Key Date: March 16, 2026, is the record date to determine who can vote.
• Agenda: Shareholders will vote on three main proposals:
  1. Elect 3 Directors: Ricky Puckett, Meenal Sethna, and Tana Utley.
  2. Say-on-Pay: A non-binding advisory vote to approve executive compensation.
  3. Ratify Auditors: Approve the appointment of their independent accounting firm for 2026.
• Board Recommendation: The Board recommends voting "FOR" all three proposals.
• How to Vote: You can vote online, by phone, by mail, or during the virtual meeting. Details are in the notice.

👥 Board & Governance

The board is being declassified, moving to annual elections for all directors by 2027.

• Board Composition: The board currently has 9 members. Eight are independent, with only the CEO, Eugene J. Lowe, being non-independent.
• Leadership Structure: The roles of Chairman (Patrick J. O’Leary) and CEO are separated, which the board believes provides strong independent oversight.
• Director Skills: The board highlights key skills like M&A, finance, manufacturing experience, IT/cybersecurity, and talent management. A detailed skills matrix is included.
• Committees: Key committees are Audit (chaired by Ricky Puckett), Compensation (chaired by Meenal Sethna), and Governance & Sustainability (chaired by Ruth Shaw).

💼 Executive Compensation

Pay is designed to be heavily "at-risk" and tied directly to company performance.

• Philosophy: Over 80% of the CEO's and over 65% of other NEOs' target pay is variable and performance-based.
• 2025 Performance: The annual cash bonus was paid at 163.9% of target due to strong financial results.
• Long-Term Incentives: Equity awards mix is 25% Stock Options, 50% Performance Stock Units (PSUs) tied to relative shareholder return vs. peers, and 25% Restricted Stock Units.
• Recent Pay Vote: At the 2025 meeting, ~95% of votes approved the company's executive compensation.

🔮 What's Next for 2026

Management is confident and building on its momentum.

• Guidance: Provided full-year 2026 guidance that includes another projected double-digit increase in adjusted EPS.
• Focus Areas: Will continue to leverage their business system for operational excellence, pursue strategic acquisitions, and advance sustainability and talent initiatives.
• Capital Position: With the recent $575M equity raise and $2B in new credit facilities, they feel well-capitalized for both organic and inorganic growth.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Strong financial performance with double-digit growth in revenue and profit.
• Healthy demand in key end-markets like data centers and healthcare.
• Active and disciplined capital deployment via acquisitions and capacity expansion.
• Clear alignment between executive pay and company/stock performance.

⚠️ Risks & Considerations:

• Like many companies, they note potential risks from tariffs, trade tensions, and foreign exchange rate changes.
• Success depends on integrating acquisitions and executing on capacity expansion projects.
• The Say-on-Pay vote is advisory, but a high approval rating suggests shareholder alignment.

🧠 The Analogy

Think of SPX Technologies like a specialized kitchen for critical infrastructure. They don't make everyday appliances; they build the custom-grade ovens (HVAC) and precision thermometers (Detection) that hospitals, data centers, and utility companies absolutely depend on. Last year, they opened a few new kitchens (acquisitions), upgraded their equipment (capacity expansion), and the chefs (management) were paid bonuses because the restaurant (company) had record sales and happy customers (shareholders).

📇 Key Contacts & People

• Investor Relations Contact: Mark A. Carano, Vice President, Chief Financial Officer and Treasurer
  • Address: 6325 Ardrey Kell Rd, Suite 400, Charlotte, North Carolina 28277
• Corporate Secretary / Meeting Contact: Daniel J. Whitman, Vice President, General Counsel & Secretary
• Annual Meeting Virtual Portal: meetnow.global/MHVAZUD
• Proxy Materials Website: www.envisionreports.com/SPXC (for record holders) or www.edocumentview.com/SPXC (for beneficial owners)

🧩 Final Takeaway

SPX Technologies delivered a standout year with impressive growth and strategic moves, positioning itself well for the future. The upcoming shareholder meeting is largely a formality to ratify strong leadership and compensation, backed by a board and pay structure tightly aligned with company performance. The core story is one of operational execution in attractive, specialized industrial markets.