DEFA14A 1 e13295defa14a.htm ADDITIONAL PROXY MATERIALS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

The Securities Exchange Act of 1934

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 14a6(e)(2))
| ☐ | Definitive Proxy Statement
| ☒ | Definitive Additional Materials
| ☐ | Soliciting Material Pursuant to §240.14a-12
| LUXFER HOLDINGS PLC
| (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 below per Exchange Act Rules 14(a)-6(i)(4) and 0-11.
|  | (1) | Title of each class of securities to which transaction applies:
|  | (2) | Aggregate number of securities to which transaction applies:
|  | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|  | (4) | Proposed maximum aggregate value of transaction:
|  | (5) | Total fee paid:
| ☐ | Fee paid previously with preliminary materials.
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|  | (1) | Amount Previously Paid:
|  | (2) | Form, Schedule or Registration Statement No.:
|  | (3) | Filing Party:
|  | (4) | Date Filed:

Step 1: Go to www.envisionreports.com/LXFR. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. www.envisionreports.com/LXFR Online Go to www.envisionreports.com/LXFR or scan the QR code — login details are located in the shaded bar below. Shareholder Meeting Notice 03FYCD + + Important Notice Regarding the Availability of Proxy Materials for the Luxfer Holdings PLC Annual General Meeting of Shareholders to be Held on June 9, 2021 Under Securities and Exchange Commission rules, you are receiving this notice that the Proxy Materials for the Annual General Meeting of Shareholders are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the Annual General Meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete Proxy Materials that are available to you on the Internet. We encourage you to access and review all the important information contained in the Proxy Materials before voting. The 2021 Proxy Statement on Form DEF14A, the Annual Report on Form 10-K for the year ended December 31, 2020*, and the AGM Location Map are available at: Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the Proxy Materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 26, 2021 to facilitate timely delivery. *The 2020 U.K. Report and Accounts (including the Directors’ Remuneration Report) will be made available to shareholders on the Company’s website at https://www.luxfer.com/investors/reports-and-presentations/ and uploaded to www.envisionreports.com/LXFR ahead of the Annual General Meeting. 2 N O T Easy Online Access — View your Proxy Materials and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Votes submitted electronically must be received by 11:59 P.M. Eastern Standard Time on June 8, 2021 (4:59 A.M. BST on June 9, 2021) or, if you are voting by mail, your printed proxy card must be received at the address stated on the card by June 8, 2021 Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares. Luxfer Holdings PLC (“Company”) 13295 - 1 REPLACE THE STANDING NOTICE WITH THIS NEW COPY AND TEST FILE.

Here’s how to order a copy of the Proxy Materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the Proxy Materials. — Internet – Go to www.envisionreports.com/LXFR. Click Cast Your Vote or Request Materials. — Phone – Call us free of charge at 1-866-641-4276. — Email – Send an email to investorvote@computershare.com with “Proxy Materials Luxfer Holdings PLC” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, all requests for a paper copy of Proxy Materials must be received by May 26, 2021. Luxfer Holdings PLC’s Annual General Meeting of Shareholders will be held on June 9, 2021 at 2:00 p.m. BST at the Company's headquarters, particularly the Luxfer MEL Technologies site, which is located at Lumns Lane, Manchester M27 8LN, United Kingdom (with entrance on Rake Lane). Proposals to be voted on at the meeting are listed below. The Board of Directors recommends that you vote “For” Resolutions 1 – 9 and 11 and 12, and every “1 Year” for Resolution 10. 1. To re-elect Alok Maskara as a Director of the Company. 2. To re-elect David Landless as a Director of the Company. 3. To re-elect Clive Snowdon as a Director of the Company. 4. To re-elect Richard Hipple as a Director of the Company. 5. To re-elect Allisha Elliott as a Director of the Company. 6. To re-elect Lisa Trimberger as a Director of the Company. 7. To approve the Directors’ Remuneration Policy (the “Directors’ Remuneration Policy”). 8. To approve, by non-binding advisory vote, the Directors’ Remuneration Report for the year ended December 31, 2020 (the “Directors’ Remuneration Report”), excluding the part containing the Directors’ Remuneration Policy. 9. To approve, by non-binding advisory vote, the compensation of Luxfer’s Named Executive Officers (the “Named Executive Officers”). 10. To approve, by non-binding advisory vote, the frequency of “Say-On-Pay” votes. 11. To ratify the re-appointment of PricewaterhouseCoopers LLP as the independent auditors (the “Independent Auditors”) of Luxfer Holdings PLC until conclusion of the 2022 Annual General Meeting. 12. To authorize the Audit Committee of the Board of Directors to set the Independent Auditors’ remuneration PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the Proxy Materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Please be advised that the Company is legally required to hold the Annual General Meeting of Shareholders by the end of June 2021. While we continue to monitor the evolving impact of the COVID-19 pandemic, the well-being of our shareholders, customers, colleagues, and communities remains our top priority. Nevertheless, we are also committed to ensuring that shareholders can exercise their right to vote. Due to the potential risks of aiding the spread of COVID-19 by gathering at the Annual General Meeting, as well as restrictions on travel and public gatherings, we encourage our shareholders to vote by Internet or mail. Shareholder Meeting Notice 13295 - 2