Parker-Hannifin Corporation (PH)
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AGM 2023

Oct 25, 2023

Tom Williams
Executive Chairman, Parker-Hannifin

Good morning, everyone. The 2023 annual meeting of the shareholders of Parker- Hannifin Corporation will please come to order. I would like to welcome all of our shareholders who are here in person, as well as those listening via the webcast. I am Tom Williams, Executive Chairman of the Board, and I will be presiding at this meeting. Sitting with me is Jenny Parmentier, Chief Executive Officer of the company, and Joseph Leonti, Vice President, General Counsel, and Secretary of the company. Joseph will be acting as Secretary of this meeting. First, I'd like to introduce our director nominees and other company representatives that are present at today's meeting.

The directors here today are Lee Banks, Vice Chairman and President of the company, and Jill Evanko, Denise Russell Fleming, Lance Fritz, Linda Harty, Kevin Lobo, Jenny Parmentier, Joe Scaminace , Åke Svensson , Laura Thompson, James Verrier, Jim Wainscott, and myself. Along with Lee, Jenny, and Jill, and myself, also present today are Andy Ross, Chief Operating Officer, Todd Leombruno, Executive Vice President and Chief Financial Officer, and many other company executives. In addition to our Board and Executive Team, Richard Kretz, representative from Broadridge Financial Solutions, is present, has been appointed to act as Inspector of Election of this meeting. Julie Warman, a representative from Deloitte & Touche, LLP, our independent registered public accounting firm, is also present. Julie will be available to answer appropriate questions concerning the company's financial statements during the question and answer period following the meeting.

Before we move on to our voting matters, I'd first like to turn it over to Joe to cover a few procedural items.

Joseph Leonti
VP of General Counsel and Secretary, Parker-Hannifin

Okay. Thank you, Tom. So procedural items. First, for those here in person, you were given a copy of today's agenda and the rules of conduct for the meeting. As you can see on the agenda, we're going to first conduct the annual meeting of shareholders, and then after we adjourn that meeting, Tom and Jenny will make some comments and announcements, and then we'll have a brief question- and- answer period. To ensure that we have an orderly meeting, we'll need everybody to abide by the rules of conduct, please. Second thing, in my capacity as secretary, I've delivered and present the following documents, which are all going to be referenced and incorporated into the minutes of the annual meeting of shareholders. I have the minutes from the last annual meeting of shareholders, which was held on October 26th, 2022.

I have the financial statements of the company for the fiscal year ended June 30th, 2023, which were certified by Deloitte & Touche, LLP. I have an affidavit of mailing establishing that notice of this 2023 annual meeting of shareholders was duly given. I have a list of the company's shareholders of record as of September 1st, 2023, which has been certified by Equiniti Trust Company, our transfer agent. The third thing is all shareholders of record as of the close of business on September 1st, 2023, are entitled to vote at this annual meeting. So we ask that any shareholders who are present and are either still holding proxies or otherwise want to vote at the meeting, please come down and see Mr. Kretz now.

Okay, Mr. Kretz has advised that at this meeting, there are present, in person or by proxy, at least 115 million shares of Parker common stock. That's a quorum for the transaction of business. It represents over 89% of Parker's issued and outstanding common shares. So at this time, we will move on to our voting matters, and I'll turn it back over to Tom as chairman.

Tom Williams
Executive Chairman, Parker-Hannifin

Thank you, Joe. I'll now present the matters to be voted on. The first proposal to be voted on is the election of directors to serve for terms expiring at the annual meeting of shareholders in 2024. Our Board has nominated and recommends in favor of the following 13 persons for election as directors of our company: Lee Banks, Jill Evanko, Denise Russell Fleming, Lance Fritz, Linda Harty, Kevin Lobo, Jenny Parmentier, Joe Scaminace, Åke Svensson, Laura Thompson, James Verrier, Jim Wainscott, and Tom Williams. Second proposal to be voted on is the approval of the compensation of our named executive officers on a non-binding advisory basis. Our board of directors recommends in favor of this proposal.

The third proposal to be voted on is the ratification of the appointment of Deloitte & Touche, LLP, as our independent registered public accounting firm for the fiscal year ending June 30th, 2024. Our Board of Directors recommends in favor of this proposal. The fourth proposal to be voted on is the approval of the Parker Hannifin Corporation Amended and Restated 2023 Omnibus Stock Incentive Plan. Our Board of Directors recommends in favor of this proposal. The fifth proposal to be voted on is the approval of the Amended and Restated Parker Hannifin Corporation Global Employee Stock Purchase Plan. Our Board of Directors recommends in favor of this proposal. The sixth proposal to be voted on is to advise on a non-binding advisory basis, the frequency of future advisory shareholder votes on the compensation of our named executive officers.

Our Board of Directors recommends every year, as the preferred frequency for future advisory shareholder votes on the compensation of our named executive officers. That concludes the items to be voted on today. Are there any questions or discussions on the proposals presented for a vote? Inspector of Election will now collect any remaining outstanding ballots or proxy cards. There are none. The votes are now in, and I declare the polls closed. Joe, please go ahead and review the preliminary voting results.

Joseph Leonti
VP of General Counsel and Secretary, Parker-Hannifin

Okay. Thank you, Tom. So based on the preliminary voting results, each of our director nominees has been elected. The compensation of our named executive officers has been approved on a non-binding advisory basis. The appointment of Deloitte & Touche, LLP, as our independent registered public accounting firm for fiscal year 2024 has been ratified. The Parker-Hannifin Corporation 2023 Omnibus Stock Incentive Plan has been approved. The amended and restated Parker-Hannifin Corporation Global Employee Stock Purchase Plan has been approved, and the option of every year as the preferred frequency for future advisory votes on the compensation of our named executive officers has been approved. Please note that any ballots collected before the polls closed and that aren't reflected in this preliminary report, those will be reflected in the final report of our Inspector of Election.

Final voting results will also be available and disclosed on a Form 8-K that we'll file with the U.S. Securities and Exchange Commission shortly after the votes have been certified by our Inspector of Election.

Tom Williams
Executive Chairman, Parker-Hannifin

Thank you, Joe. With no further business to be addressed at this meeting, the annual meeting is now adjourned. Jenny and I would like to make a few additional comments and announcements. First, we have some important organization announcements to make this morning... as we announced last year, I'll be retiring as the Executive Chairman from the Board of Directors as of December 31st of this year. I am pleased to announce that today, the Board of Directors elected Jenny Parmentier to be Chairman of the Board, effective January 1st, 2024, with the new title of Chairman of the Board and Chief Executive Officer. Jenny will also continue as a director on the Board. This will be a continuation of our dual leadership structure, consisting both of a Chairman of the Board and a separate and Independent Lead Director, which continues to effectively serve our shareholders.

Jim Wainscott will continue as our Lead Independent Director. As I mentioned last year, I've been very fortunate and grateful to lead this great company. I'm thankful to everyone for the great support that you've given me for so many years. What is very rewarding to me, and hopefully is very rewarding to all of our stakeholders involved, is how well the company's performing under Jenny's leadership. The recent performance has been outstanding, and what's even more exciting is the promising future that lies in front of us. With that, I'd like to turn it over to Jenny for a few more announcements and make a few comments about the business in general.

Jenny Parmentier
CEO, Parker-Hannifin

I first want to thank Tom, our independent Lead Director, Jim Wainscott, and the rest of our Corporate Governance and Nominating Committee and Board of Directors for entrusting me with this very important role as Chairman of the Board. It's truly an honor and privilege to serve on the Parker Board, and to now have the opportunity to succeed Tom as chairman and continue his legacy of strong Board leadership and governance. I'm looking forward to working closely with Jim and the rest of our Board going forward to ensure we continue to serve the interests of our shareholders and effectively oversee the very promising future in front of us. I also have some exciting and bittersweet news to share about another significant upcoming change on our leadership team.

It is with very mixed emotions that I announce that our longtime colleague and friend, Lee Banks, has decided to retire from the company and the Board of Directors as of December 31st, 2023, after 32 years of dedicated service. It's really not possible to overstate the tremendous positive impact Lee has had on the company, and our businesses, and our team members around the world. His legacy and track record of success is nothing short of extraordinary. From leading many of our largest businesses, to growing our global distribution network, to championing and driving operational excellence, to co-creating the recent versions of the Win Strategy, to recruiting, leading, and developing many of our most talented leaders and beyond. Lee set the bar for what good looks like and was a key leader in the transformation of Parker's performance and portfolio.

Lee, on behalf of all of us, we can't thank you enough, and we wish you and your family nothing but great health and happiness in your retirement. In light of Lee's decision to retire, I'm pleased to announce that earlier today, the Board elected Andy Ross to the role of President of the Company as of January 1st, 2024. Andy will retain his role as Chief Operating Officer, so after January 1st, his position and title will be President and Chief Operating Officer. Andy has been tremendous in his COO role, and I'm looking forward to partnering with him in his expanded role to take Parker to even greater heights. Congratulations, Andy.

I also want to make a few more comments on our business, but before I do that, I wanted to remind everyone that we will be updating investors on our first quarter financial performance in our next earnings call, scheduled for November 2nd, 2023. As Tom said, we have a very promising future in front of us. Our recently completed fiscal year 2023 was a year that once again demonstrated Parker's ability to drive shareholder value. We closed our fiscal year 2023 with record safety and financial performance through the execution of our business system, the Win Strategy, and continued the transformation of our portfolio with the acquisition of Meggitt. Parker is a company that is built to perform, and we have great confidence in achieving our fiscal year 2027 targets, which will place Parker among the best-performing industrial companies in the world.

So I want to thank all of our team members for first keeping each other safe and leading and executing with purpose every day, and thank our shareholders for your confidence as we transformed our company. I am confident that the strength of our portfolio and our ongoing execution of the Win Strategy will put us in a great position to realize the very bright future ahead for Parker. I'll now turn it back over to Tom.

Tom Williams
Executive Chairman, Parker-Hannifin

Okay, so while this is not Lee's retirement party, we thought we'd make a few additional comments about 32 years of service with the company, and we'll have an appropriate session at the right time to do even more of this discussion. But with 32 years, you know, throughout his career, with every job that he's held, he's had a major impact on our company. As his jobs got bigger, the positive impact on the company grew significantly. We were just talking about this a few minutes ago, but we first met 20 years ago, and he hired me to work for him in the Hydraulics Group, which, for everybody now, is the Motion Systems Group. That was the beginning of what I would call an extraordinary business partnership, a relationship unlike anything that I've had in my career.

So whether it was the two of us working on a group or working on the whole company, we were focused on trying to make Parker better. I think Lee's accomplishments are probably best illustrated with a few numbers. When he started in 1991, our sales were $2.4 billion, and recently, we reported $19.1 billion in our sales for our last fiscal year, FY 2023. EPS has grown from $0.36 in 1991 to $21.55, adjusted for our FY 2023. Just a remarkable improvement. If you put that in perspective, the EPS we had in 1991 is equivalent to about one week of work last fiscal year, so it's just incredible progress. For our shareholders, the progress has been equally impressive.

If you look at our shareholder returns from one year, three, five, or 10 years, they've been triple the returns of the S&P 500 Industrials. An example, our 10-year TSR as of December 30th of this year was 329% versus 114% versus the S&P 500 Industrials. What drove all this is just outstanding leadership on Lee's part and the rare ability to be equally strong and equally good on commercial and operating issues. Lee's strategic thinking spans all the way from the original Win Strategy to what we have today, Win Strategy 2.0. What made all this work was Lee's incredible eye for talent and ability to develop the people around him. Several of us in this room, as I look around, are byproducts of his skill set, including myself.

So on behalf of us, Lee, thank you for just a fantastic 32 years. Thank you for being a great partner, and congratulations. Thank you. Do we have any questions from the floor? Okay, so on behalf of the Board of Directors and our team members around the world, thank you for attending and participating today, and for your continued support of Parker Hannifin Corporation. This meeting is adjourned.

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