DEFA14A: Additional definitive proxy soliciting materials and Rule 14(a)(12) material
Published on April 22, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant X | Filed by a Party other than the Registrant O |
Check the appropriate box:
| O | Preliminary Proxy Statement |
| O | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| O | Definitive Proxy Statement |
| X | Definitive Additional Materials |
| O | Soliciting Material under § 240.14a-12 |
Loar Holdings Inc.
(Name of Registrant as Specified in Its Charter)
___________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply)
| X | No fee required. |
| O | Fee paid previously with preliminary materials. |
| O | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
LOAR HOLDINGS
20 NEW KING STREET
WHITE PLAINS, NY 10604
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 2, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/LOAR2025
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 2, 2025. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V73836-P33202 KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
| LOAR HOLDINGS
|
For All |
Withhold All |
For All Except |
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| The Board of Directors recommends you vote FOR the following: | ||||||||||||
| 1. | Election of Dirkson Charles, Anthony M. Carpenito, Taiwo Danmola and Paul S. Levy as Class I directors, each to hold office until our annual meeting of stockholders in 2028 and until their successor is duly elected and qualified, or until their earlier death, resignation, or removal. |
☐ | ☐ | ☐ | ||||||||
| Nominees: | ||||||||||||
| 01) | Dirkson Charles | |||||||||||
| 02) | Anthony M. Carpenito | |||||||||||
| 03) | Taiwo Danmola | |||||||||||
| 04) | Paul S. Levy | |||||||||||
| To withhold authority to vote for any individual nominee(s), mark For All Except and write the number(s) of the nominee(s) on the line below.
|
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| The Board of Directors recommends you vote FOR the following proposals: | For | Against | Abstain | |||||||||||
| 2. | Ratification of the appointment of Ernst & Young LLP (EY) as our independent registered public accounting firm for the fiscal year ending December 31, 2025. |
☐ | ☐ | ☐ | ||||||||||
| 3. | Approval of Amended and Restated Loar Holdings Inc. 2024 Equity Incentive Plan. |
☐ | ☐ | ☐ | ||||||||||
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
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| Signature [PLEASE SIGN WITHIN BOX] Date | ||||
| Signature (Joint Owners) Date | ||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Proxy Statement and Annual Report are available at www.proxyvote.com.
V73837-P33202
LOAR HOLDINGS
ANNUAL MEETING OF STOCKHOLDERS
JUNE 3, 2025 10:00 AM ET
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The stockholder(s) hereby appoint(s) Dirkson Charles and Glenn DAlessandro, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of (Common/Preferred) Stock of LOAR HOLDINGS that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM ET, on June 3, 2025, virtually at www.virtualshareholdermeeting.com/LOAR2025 and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors recommendations.
Continued and to be signed on reverse side