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.  )

March 13, 2019

Dear Welbilt Stockholders,

It is our pleasure to invite you to Welbilt’s 2019 Annual Meeting of Stockholders. This year’s meeting will be held on Friday, April 26, 2019, at 1:00 p.m. Eastern time, at our corporate headquarters, located at 2227 Welbilt Boulevard, New Port Richey, Florida 34655.

This year we are again pleased to furnish our proxy materials via the Internet. Providing our materials to stockholders electronically allows us to conserve natural resources and reduce our printing and mailing costs for the distribution of the proxy materials. We have mailed to stockholders a Notice of Internet Availability of Proxy Materials for the 2019 Annual Meeting which contains instructions on how to access those documents over the Internet. Stockholders who wish to receive paper copies of the proxy materials may do so by following the instructions on the Notice of Internet Availability of Proxy Materials.

Your vote is important to us. Whether or not you plan to attend the 2019 Annual Meeting, we encourage you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope. If you attend the Annual Meeting, you can vote in person even if you previously submitted your proxy. On behalf of the Board of Directors, thank you for your continued support of Welbilt.

Sincerely,

Cynthia M. Egnotovich	William C. Johnson
Chairperson of the Board of Directors	President and Chief Executive Officer

NOTICE OF 2019 ANNUAL MEETING OF
STOCKHOLDERS

TIME AND DATE:	1:00 p.m. Eastern Time, on Friday, April 26, 2019
PLACE:	Welbilt’s corporate headquarters, located at 2227 Welbilt Boulevard, New Port Richey, Florida 34655
RECORD DATE:	Stockholders of record at the close of business on February 28, 2019 are entitled to notice of, and to vote at, the 2019 Annual Meeting of Stockholders and at any adjournments or postponements thereof.
ITEMS OF BUSINESS:	1.	To elect eight members to the Board of Directors, each to serve for a one-year term.
	2.	To approve, on an advisory basis, the compensation of Welbilt’s named executive officers.
	3.	To ratify the selection of PricewaterhouseCoopers LLP as Welbilt’s independent registered public accounting firm for 2019.
	4.	To transact such other business as may properly come before the 2019 Annual Meeting of Stockholders and any adjournments or postponements thereof.
ADMISSION TO MEETING:	Proof of share ownership will be required for admission to the 2019 Annual Meeting of Stockholders. See the section titled “General Information about the Annual Meeting” appearing at the end of this Proxy Statement for details.
HOW TO VOTE:	Your vote is important to us. To make sure your shares are represented and voted at the Annual Meeting, we encourage you to authorize a proxy to vote your shares in one of the following ways, even if you plan to attend the meeting in person:
	•	By Telephone. Call 1-800-690-6903 from the United States or Canada. You will need your 16-digit control number on your Notice of Internet Availability, proxy card or voting instruction form.
	•	By Internet. Visit www.proxyvote.com. You will need your 16-digit control number on your Notice of Internet Availability, proxy card or voting instruction form.
	•	By Mail. Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope.
	By Order of the Board of Directors,
New Port Richey, Florida March 13, 2019	Joel H. Horn Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on April 26, 2019: The Notice, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2018 are available at www.proxyvote.com.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this Proxy Statement constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts are forward-looking statements and include, for example, descriptions of our plans and objectives and assumptions on which those plans or objectives are based. Certain of these forward-looking statements can be identified by the use of words such as “anticipates,” “believes,” “intends,” “estimates,” “targets,” “expects,” “could,” “will,” “may,” “plans,” “projects,” “assumes,” “should” or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, and our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking statements included in this Proxy Statement are based on our current beliefs and expectations and speak only as of the date hereof. These statements are not guarantees or indicators of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, those risks, uncertainties and factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018 and in our other filings with the SEC. We do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking statements after the date of this Proxy Statement to reflect any future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

NON-GAAP FINANCIAL MEASURES

This Proxy Statement includes certain non-GAAP financial measures. For important information regarding the use of non-GAAP financial measures, including reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with U.S. GAAP, please see “Non-GAAP Financial Measures” under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in our Annual Report on Form 10-K for the year ended December 31, 2018.

PRESENTATION OF INFORMATION

Unless otherwise expressly stated or the context otherwise requires, references to “we,” “our,” “us,” the “Company” or “Welbilt,” refer to Welbilt, Inc., “MTW” refers to The Manitowoc Company, Inc., and “Spin-Off” refers to our separation from MTW on March 4, 2016.

This Proxy Summary provides general information about Welbilt and highlights certain information contained elsewhere in this Proxy Statement. As it is only a summary, please refer to the entire Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2018 before you vote. The Proxy Statement and accompanying materials were first provided to stockholders on or about March 13, 2019.

DIRECTOR NOMINEES

Name	Age	Director Since(1)	Independent	Audit Committee	Compensation Committee	Corporate Governance Committee
Cynthia M. Egnotovich, Chair	61	2008	Yes
Dino J. Bianco	57	2015	Yes
Joan K. Chow	58	2012	Yes
Thomas D. Davis	63	2016	Yes
Janice L. Fields	63	2018	Yes
Brian R. Gamache	60	2017	Yes
Andrew Langham	45	2016	Yes
William C. Johnson	55	2018	No

(1)	Includes service on the Board of Directors of Welbilt’s former parent company prior to the Spin-Off.
	Chairperson
	Member

CORPORATE GOVERNANCE HIGHLIGHTS

OUR COMPENSATION APPROACH

Consistent with our pay philosophy, the majority of our named executive officers’ target total compensation for 2018 (i.e., the sum of annualized base salary, target annual incentive award and target long-term incentive awards) is performance-based or “at-risk,” meaning it is only earned if specific financial goals are achieved or, in the case of stock options, if the stock price appreciates following the grant date.

AGENDA ITEMS AND BOARD RECOMMENDATIONS

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of our Board of Directors. Each of the below proposals are described in more detail in this Proxy Statement:

GOVERNANCE

GOVERNANCE FRAMEWORK

As stated in our Corporate Governance Guidelines, the mission of the Board of Directors (the “Board”) is to represent the Company’s stockholders as a whole and seek to ensure the long-term well-being of the enterprise. In furtherance of this mission, Welbilt has adopted a comprehensive corporate governance framework designed to enable the Board to provide effective oversight of the business and affairs of the Company, allow the Board to make decisions independent of management, align the interests of our Board and management with those of our stockholders and maintain compliance with the requirements of the New York Stock Exchange (“NYSE”) and applicable law. This framework sets forth our practices with respect to Board composition, Board independence, Board and committee evaluations, CEO and executive compensation, stockholder engagement, risk oversight and more.

Copies of our current corporate governance documents and policies, including our Code of Conduct, Global Ethics Policy, Corporate Governance Guidelines, Director Independence Criteria, Bylaws and committee charters, are available on the Investor Relations section of our website at http://ir.welbilt.com. The Board of Directors reviews these corporate governance documents and policies, from time to time, and revises them when it believes it serves the interests of the Company and its stockholders to do so, such as in response to changing governance practices or legal requirements.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

Our Board of Directors (the “Board”) consists of eight directors, and all of our incumbent directors have been nominated for election to the Board, have consented to being named as a nominee and have consented to serve as directors if elected. We believe that our director nominees, individually and together as a whole, possess the requisite skills, experience and qualifications necessary to carry out their duties and to serve the best interests of the Company and its stockholders.

Set forth below is a brief biography of each nominee and a description of certain key attributes that the Board considered in recommending such nominee for election. All information is presented as of the date of this Proxy Statement.

Chairperson of the Board Age: 61 Director Since: 2008 Independent: Yes Committees: Corporate Governance Committee, Chair	Cynthia M. Egnotovich. Ms. Egnotovich has served as Chairperson of our Board and chairperson of the Corporate Governance Committee since the Spin-Off in March 2016. From July 2012 until her retirement in November 2013, Ms. Egnotovich served as President, Customer Service of Aerospace Systems of United Technologies Corporation (“UTC”), a diversified company that provides a broad range of high-technology products and services to the global aerospace and building systems industries. From 1986 to July 2012, Ms. Egnotovich held leadership roles of increasing significance at Goodrich Corporation, an aerospace manufacturer ultimately acquired by UTC, including Segment President of Nacelles and Interior Systems, Segment President of Engine Systems, Segment President of Electronic Systems and Segment President of Engine & Safety Systems. Additionally, Ms. Egnotovich has served as a director and Audit Committee member of Hexcel Corporation (NYSE: HXL) since 2015 and as a director of MTW from 2008 until the Spin-Off. Ms. Egnotovich holds a B.B.A. in Accounting from Kent State University and a B.S. in Biology from Immaculata College.
	Key Qualifications and Skills: With nearly 30 years of relevant experience in finance, accounting, and senior management in various segments of large manufacturing companies, experience serving on the Boards of other public companies and direct knowledge of the Company’s business before and after the Spin-Off, Ms. Egnotovich is well suited to serve on our Board and Corporate Governance Committee.

Age: 55 Director Since: 2018 Independent: No Committees: None	William C. Johnson. Mr. Johnson has served as our President and Chief Executive Officer since November 2018, and as a Director since October 29, 2018. Before joining Welbilt, he served as the Chief Executive Officer and President of Chart Industries, Inc., a diversified global manufacturer of highly engineered equipment for the industrial gas, energy, and biomedical industries, from May 2017 to June 2018, and as its President and Chief Operating Officer from July 2016 to May 2017. Prior to those roles, Mr. Johnson served as President and Chief Executive Officer at Dover Refrigeration & Food Equipment, Inc., a subsidiary of Dover Corporation, a diversified global manufacturer of industrial products. Mr. Johnson held multiple executive positions at Dover and its manufacturing companies, which he joined in August 2006 as Executive Vice President at Hill Phoenix, Inc. Prior to his tenure with Dover, Mr. Johnson served as President and Chief Executive Officer of Graham Corporation, a manufacturer of oil refining, petrochemical and power equipment. Mr. Johnson holds a B.S. in Ceramic Engineering from Alfred University and an M.B.A. from Rollins College.
	Key Qualifications and Skills: As the President and Chief Executive Officer of Welbilt, Mr. Johnson’s day-to-day leadership of the business provides an invaluable contribution to the Board. He has over 30 years of experience in the industrial products and manufacturing sector, including strategic transactions, operating and supply chain excellence, capital structure optimization, and productivity and margin enhancements. He is a proven leader who has demonstrated exceptional success in his prior roles and brings the experience, vision and values to lead Welbilt into the future as it pursues its strategic priorities for excellence and growth.

BOARD COMPOSITION

CRITERIA FOR EVALUATING DIRECTOR CANDIDATES. The Corporate Governance Committee of our Board is responsible for evaluating potential candidates for service on our Board, including evaluating the performance and suitability of incumbent directors before recommending them to the full Board for re-election, reviewing candidates recommended by certain qualified stockholders and identifying and recommending new candidates for nomination to fill existing or expected vacancies on the Board. Under our Corporate Governance Guidelines, qualified directors should generally meet certain specified expectations, including:

DIVERSITY. In addition, the Board appreciates the value that can come from a diverse representation on the Board. In identifying candidates for the Board, the Corporate Governance Committee considers foremost the qualifications and experience that the committee believes would best suit the Board’s needs created by each particular vacancy. As part of the process, the Corporate Governance Committee and the Board endeavor to have a Board comprised of individuals with diverse backgrounds, viewpoints, and life and professional experiences, provided such individuals should all have a high level of management and/or financial experience. In this process, the Board and the Corporate Governance Committee do not discriminate against any candidate on the basis of race, color, national origin, gender, religion, disability, sexual orientation, or gender identity. While the Company has no formal diversity policy that applies to the consideration of director candidates, the Corporate Governance Committee believes that diversity includes not just race and gender but differences of viewpoint, experience, education, skill and other qualities or attributes.

BOARD LEADERSHIP STRUCTURE. Currently, the roles of Board Chairperson and Chief Executive Officer are held by two different individuals. The Board has determined that the interests of the Company and the Board are best

served at this time by separating these roles. In light of the Company’s recent spin-off in March 2016, the Board continues to believe that it is important to have a President and Chief Executive Officer focus on the day-to-day management of the business and execution of our strategic plan and have a separate independent Board Chairperson with a long-standing familiarity of the Company focus on leading the Board of Directors, providing advice and support to the President and CEO when needed, facilitating the Board’s independent oversight of management and enabling the Board to fulfill its risk oversight responsibilities. The current leadership structure not only encourages the free and open dialogue of competing views but also provides for strong checks and balances. In the event that the Chairperson of the Board is also the Chief Executive Officer, the Corporate Governance Guidelines provide for the designation of a lead independent director to serve as a liaison between the Chairperson of the Board and the independent directors, among other things.

BOARD INDEPENDENCE. The Board affirmatively determined that all of our director nominees, except for Mr. Johnson, our President and CEO, are independent according to our Corporate Governance Guidelines, the Director Independence Criteria adopted by the Board and applicable rules of the NYSE. For a director to be considered independent under the NYSE rules, the Board must affirmatively determine that a director does not have a material relationship with Welbilt (other than as a director). In determining whether a director has a material relationship with Welbilt, the Board will consider the nine criteria specified in the Company’s Director Independence Criteria. Any director who meets all of the nine criteria will be presumed by the Board to have no material relationship with Welbilt.

The Corporate Governance Committee is responsible for periodically reviewing and making recommendations to the Board regarding director independence. Upon the committee’s recommendation, the Board reviews and makes its independence determinations. These determinations are generally made on an annual basis at the same meeting at which the Board approves director nominees for election at the annual meeting of stockholders and at such other times as circumstances dictate, including if a director joins the Board in the interim or an individual director’s circumstances should change in such a manner that would impact his or her independence from management.

DIRECTOR ORIENTATION AND ONGOING EDUCATION. All new directors elected to the Board participate in a new director orientation program, which is established and administered under the direction of the Corporate Governance Committee. Continuing directors who are not currently serving as officers of other public companies are encouraged to participate in a minimum of eight hours of seminars and educational opportunities per year in an area pertinent to the Company or such director’s committee assignments. Educational opportunities may include attendance at relevant trade shows, tours of Company facilities and service as a director on other company boards.

ELECTION OF DIRECTORS. Under our Bylaws, in the event of an uncontested election of directors, each director nominee shall be elected to the Board by the vote of the majority of the votes cast. For purposes of the election of directors, a “majority of the votes cast” means that the number of shares voted “For” a director nominee must exceed the number of shares voted “Against” that director nominee. Abstentions and broker non-votes are not considered votes cast for this purpose and will have no effect on the election of director nominees.

BOARD CANDIDATES. The Corporate Governance Committee will consider candidates recommended by officers, Board members, stockholders and third-party professional search firms retained by the Corporate Governance Committee.

Stockholder Submissions. The Corporate Governance Committee will only review recommendations for director nominees from any stockholder beneficially owning, or group of stockholders beneficially owning in the aggregate, at least 5% of the issued and outstanding common stock of the Company for at least one year as of the date that the recommendation was made (a “Qualified Stockholder”). Qualified Stockholders who wish to recommend individuals to the Corporate Governance Committee for consideration as potential director candidates may do so by submitting their recommendation no later than the 120^th calendar day before the anniversary date the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting for the recommendation to be considered by the Corporate Governance Committee, together with appropriate biographical and background information sufficient to allow the committee to review the individual’s qualifications and a statement as to whether the Qualified Stockholder beneficially owned in the aggregate, at least 5% of the issued and outstanding common stock of the Company for at least one year as of the date that the recommendation was made. Any recommendation must be submitted in accordance with the procedures set forth in the Corporate Governance Guidelines under the heading “Communications to the Board of Directors.” The Corporate Governance Committee will review any compliant and timely submitted recommendations and has sole discretion as to whether to nominate the recommended individual.

The Corporate Governance Committee did not receive any recommendations for director nominees from any Qualified Stockholder (as defined in the foregoing policy).

Incumbent Directors. Prior to the expiration of the term of a director desiring to stand for re-election, the Corporate Governance Committee will evaluate the performance and suitability of the particular director. The evaluation may include the opportunity for other sitting directors to provide input to the Corporate Governance Committee or its chairperson and may include an interview of the director being evaluated. If the director being evaluated is the chairperson of the Corporate Governance Committee, another member of the Corporate Governance Committee will be appointed to lead the evaluation. The Corporate Governance Committee will make a recommendation to the Board, and the Board will make a final determination as to which directors shall be nominated for re-election.

Board Vacancies. In the event of a vacancy on the Board, the Corporate Governance Committee will manage the process of searching for a suitable director. The Corporate Governance Committee will use its judgment in structuring and carrying out the search process based on the Corporate Governance Committee’s and the Board’s perception as to what qualifications would best suit the Board’s needs for each vacancy. The process may include the consideration of candidates recommended by officers, Board members, stockholders, and/or a third party professional search firm retained by the Corporate Governance Committee. The Corporate Governance Committee has sole authority to retain (including to determine the fees and other retention terms) and terminate any third party to be used to identify director candidates and/or evaluate any director candidates. Any candidate should meet the expectations for directors set forth in the Company’s Corporate Governance Guidelines. Strong preference should be given to candidates who are “independent,” as that term is defined in the Company’s Director Independence Criteria and the NYSE rules, and to candidates who are sitting or former executives of companies whose securities are listed on a national securities exchange and registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Corporate Governance Committee is not required to consider candidates recommended by a stockholder except in accordance with the section captioned, “Consideration of Candidates for the Board of Directors Submitted by Shareholders” set forth in the Corporate Governance Committee Charter. If the Corporate Governance Committee decides to consider a candidate recommended by a stockholder, the Corporate Governance Committee will be free to use its discretion and judgment as to what deference will be given in considering any such candidate.

COMMITTEES OF THE BOARD

Our Board has established three standing committees—Audit, Compensation and Corporate Governance—each of which operates under a written charter approved by the Board and available on the Investor Relations section of our website at http://ir.welbilt.com. Our Board delegates substantial responsibilities to the committees, which then report their activities and actions back to the full Board as appropriate or necessary. The Board, upon the recommendation of the Corporate Governance Committee, annually reviews committee composition and reassigns directors as needed so that the Board and each of its committees are best positioned to carry out their respective duties. The Board has determined that all of the members of the Audit, Compensation and the Corporate Governance Committees, including committee chairpersons, are independent in accordance with the standards set forth in our Corporate Governance Guidelines and Director Independence Criteria, including applicable SEC and NYSE rules.

BOARD OPERATIONS

RISK OVERSIGHT. Management is responsible for the day-to-day management of the risks we face, and the Board is responsible for the oversight of risk across the entire Company. This responsibility is administered more directly through the Audit Committee, as one of its stated purposes pursuant to its committee charter is to assist the Board in fulfilling its role in the oversight of the risk across the organization and the management and/or mitigation of those risks. To this end, the Audit Committee discusses guidelines and policies with respect to risk assessment and risk management, which includes a discussion of the Company’s major risks and the steps that management has taken or is taking to monitor and manage those risks within acceptable levels.

Additionally, each committee reviews and evaluates the Company’s process for managing and mitigating those Company risks assigned by the Board to such committee for review and evaluation, if any. The Board and its committees regularly receive information and reports from members of senior management on areas of material risk based on their respective areas of responsibility.

STOCKHOLDER ENGAGEMENT. Our Board and management focus on creating long-term, sustainable stockholder value. Key to this goal is regular stockholder engagement through meetings with stockholders at conferences and in one-on-one meetings to discuss our financial performance, corporate governance practices, executive compensation programs and other matters. Our conversations with stockholders allow us to better understand our stockholders’ perspectives and provide us with useful feedback to calibrate our priorities. Stockholders and other interested parties who wish to communicate with the Board, the Board Chairperson, independent members of the Board as a group, or any committee chair may do so by following the procedures described in our Corporate Governance Guidelines under the heading “Communications to the Board of Directors.”

MEETINGS AND EXECUTIVE SESSIONS. Directors are expected to commit to attend at least 75% of all scheduled meetings of the Board and committees of which the director is a member each year and are strongly encouraged to attend the annual meetings of stockholders. During 2018, our Board met a total of 16 times, each member of our Board attended at least 75% of the aggregate of the meetings of the Board and the committees on which he or she served, and each member of our Board attended our 2018 Annual Meeting, other than Mr. Langham and Ms. Fields. Additionally, our independent directors meet in separate executive sessions, without management, at each regularly scheduled Board and committee meeting. Our practice is for the Board Chairperson or the applicable committee chair to preside over executive sessions.

SUCCESSION PLANNING. On an annual basis, the Compensation Committee, the Board and our CEO review the Company’s long-term plan for the development, retention and succession of senior management and also assess Board composition.

Our CEO and other executive succession planning process includes identifying and developing potential internal candidates on an ongoing basis and identifying external candidates as needed. Our Board of Directors is committed to being prepared for a planned or unplanned change in leadership in order to ensure stability. As a result of such thorough management succession planning, the Board appointed Josef Matosevic, the Company’s Executive Vice President and Chief Operating Officer, to serve as interim President and Chief Executive Officer, effective September 1, 2018 succeeding Hubertus Muehlhaeuser upon his resignation. This interim appointment provided necessary continuity for our customers and employees while also allowing the Board time to conduct a thorough search for the permanent CEO successor, which effort was led by a specially appointed Search Committee of the Board.

As part of the Board’s succession planning, the Corporate Governance Committee and the Board regularly review the composition of the Board and assess the balance of knowledge, experience, skills, expertise, tenure and diversity that is appropriate for the Board and the Company as a whole.

CODE OF CONDUCT AND GLOBAL ETHICS POLICY. We have adopted a written Code of Conduct and a Global Ethics Policy that apply to all of our employees and directors and reflect our commitment to operate our business in a manner that meets the highest ethical standards. These policies are posted on the Investor Relations section of our website at http://ir.welbilt.com. Any waiver of these policies granted to executive officers or directors may be made only by the Board or a board committee, and if required, any such waivers or amendments will be disclosed on the Corporate Governance section of our website on a timely basis.

DIRECTOR COMPENSATION

ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION. The annual compensation package for non-employee directors is designed to attract and retain highly experienced and qualified individuals to serve on the Company’s Board. The 2018 compensation package, which consisted of both cash and equity components, was established in consultation with WTW and was intended to be competitive relative to the Company’s custom peer group and promote a strong alignment of interests between the Company’s non-employee directors and its stockholders. The Compensation Committee approves the non-employee director compensation program annually and intends to review the market competitiveness of such program every two years. As our President and CEO, Mr. Johnson does not (and, during his tenure as President and CEO, Hubertus M. Muehlhaeuser did not) receive additional compensation for his service as a director.

The following table summarizes the compensation elements provided to the Company’s non-employee directors for 2018:

The Independent Chairperson fees, which are in addition to the fees earned by all non-employee directors, consist of $125,000, paid in common stock (65%) and cash (35%), and provide compensation for the additional time commitment attendant to this role, including managing meetings of the Board of Directors, setting the agenda for Board meetings, representing the Board at the annual stockholders meeting, consulting with committee chairpersons as needed and acting as a liaison between the Board and management on major developments and decisions that are likely to be of interest to the Board.

Annual awards of restricted stock units (“RSUs”) issued to non-employee directors (other than Ms. Fields) were granted on February 21, 2018, with the number of units awarded determined based upon a price of $21.7950, the average closing price of our common stock as reported on the NYSE during the 20-trading day period prior to and including the date of grant. Ms. Fields was appointed to the Board on April 27, 2018 and received a grant of RSUs

determined by prorating the number of RSUs awarded to other non-employee directors for 2018 compensation. In addition, Ms. Egnotovich was awarded a non-routine grant of RSUs on October 24, 2018, with the number of RSUs awarded determined based upon a price of $19.52, the average closing price of our common stock as reported on the NYSE during the 20-trading day period prior to and including the date of grant. This grant was provided as additional director compensation in recognition of her contributions and efforts as a director during the CEO search and transition. RSUs granted to non-employee directors generally vest on the first anniversary of the grant date. Under the terms of the award, unless the Compensation Committee in its discretion determines otherwise, (i) the RSUs will be immediately forfeited if the director ceases to be a member of the Board prior to the vesting date for any reason other than the director’s retirement (due to reaching the mandatory retirement age established by the Board), death, or disability, and (ii) the RSUs are subject to various transfer restrictions prior to the vesting date.

In addition, under the Company’s Deferred Compensation Plan, each non-employee director may generally elect to defer all or any part of the director’s annual retainer and meeting fees, as well as RSU awards, for future payment upon death, disability, termination of service as a director, a date specified by the participant, or the earlier of any such date to occur.

2018 NON-EMPLOYEE DIRECTOR COMPENSATION. Consistent with the compensation elements discussed above, the below table summarizes the 2018 compensation of all of our non-employee directors who served in such capacity during 2018, other than Mr. Muehlhaeuser and Mr. Johnson, whose compensation is discussed under the section titled “Compensation Discussion and Analysis” and related tables. All amounts are calculated and presented in accordance with SEC disclosure rules.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Under our Corporate Governance Guidelines, each non-employee director should acquire and hold an amount of our common stock with a value equal to, at a minimum, five times the director’s total annual cash retainer (excluding any additional retainer for committee or Board chair positions). For purposes of determining stock ownership under the guidelines, RSUs and shares held in the Deferred Compensation Plan will be included but unexercised options will be excluded.

Compliance is measured annually at the first regularly scheduled Board meeting of the calendar year, following an initial transition period to achieve compliance, and will be based on each director’s stock ownership and the stock price as of the close of business on the last day of the preceding calendar year. For directors who were previously members of the Board of MTW, the requirement to comply with such stock ownership guidelines commences on the later of (a) the first Board meeting in the sixth full calendar year after the director was first elected a member of the Board of MTW or (b) the first Board meeting in the fourth full calendar year after the Spin-Off. For directors who were not previously members of the Board of MTW, the requirement to comply with such stock ownership requirements commences on the first Board meeting of the sixth full calendar year after the director was first elected to the Board.

As of December 31, 2018, each of the non-employee directors was expected to achieve compliance with the stock ownership guidelines within the required time period. The Corporate Governance Committee reviews these stock ownership guidelines as well as directors’ progress toward achieving compliance with such guidelines on an annual basis.

PROPOSAL NO. 1—ELECTION OF DIRECTORS

The Board has nominated eight directors, each of whom, if elected, are expected to hold office for a one-year term expiring at the 2020 Annual Meeting of Stockholders until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Each nominee has indicated an intention to serve. In the event that any of the nominees should be unable or unwilling to serve, proxies may be voted for the election of some other person or for fixing the number of directors at a lesser number. Proxies cannot be voted for a greater number of persons than the number of nominees named.

MANAGEMENT

Set forth below is a brief biography of each our executive officers, other than Mr. Johnson, our President and CEO, whose biography appears above under “Governance Nominees for Election to the Board of Directors.” All information is presented as of the date of this Proxy Statement.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

2018 COMPENSATION HIGHLIGHTS

In October 2018, we announced the appointment of William C. Johnson to serve as President and Chief Executive Officer of the Company and a member of the Board. Mr. Johnson was named as the permanent successor to Hubertus M. Muehlhaeuser, who served as our President and Chief Executive Officer from August 2015 to August 2018. Following Mr. Muehlhaeuser’s departure, the Board appointed Josef Matosevic to serve as the Company’s interim President and Chief Executive Officer to help lead the Company during this transition period. As a result of this transition, we have the following seven named executive officers for 2018:

Our 2018 executive compensation programs were largely based on our prior year program designs, but for certain compensation decisions and actions relating to the CEO transition described above, such as the grant of non-routine cash and equity awards to Mr. Matosevic as compensation for his role as interim President and CEO and the execution of a new offer letter upon Mr. Johnson’s hiring. In addition to this transition, Mr. Weishaar resigned from the Company, effective January 2, 2019.

2018 COMPENSATION ELEMENTS

The following table summarizes the primary components of our 2018 executive compensation program, each as described in greater detail below.

2018 COMPENSATION DESIGN

The performance measures used in our 2018 compensation programs included a range of key financial metrics designed to promote achievement of our strategic goals while also driving long-term stockholder value. Our 2018 STIP metrics were Organic Net Sales Growth, Adjusted Operating EBITDA Margin and Free Cash Flow, all of which

were key metrics of our 2018 annual budget. Our 2018 long-term incentive plan (“LTIP”), which was aligned to our strategic plan, consisted of PSUs with a three-year performance period and stock options that generally vest ratably over a four-year period. Furthermore, all metrics were adjusted to exclude the impact of foreign currency fluctuations.

SAY-ON-PAY ADVISORY VOTE

The Compensation Committee considers the results of our annual say-on-pay advisory vote in determining executive compensation decisions and policies as it provides useful input to the committee in its work to design and oversee an executive compensation program that serves the long-term interests of our stockholders. At our 2018 Annual Meeting of Stockholders, over 96% of the votes cast were voted “FOR” approval of the compensation of our named executive officers as described and disclosed in the Compensation Discussion and Analysis section, compensation tables and narrative discussion in our accompanying proxy statement. The Compensation Committee believes such results affirm stockholders’ support of the Company’s approach to and structure of executive compensation. As such, the Company did not make any changes to compensation policies or practices that were specifically driven by the results of the advisory vote.

COMPENSATION PHILOSOPHY AND PRACTICES

OBJECTIVES AND PHILOSOPHY.

Our executive compensation program is intended to align the interests of our executives with those of our stockholders and motivate our executives to maximize long-term total returns of our stockholders. Our Compensation Committee designs our executive compensation programs to be competitive and ensure alignment between executive pay and Company performance. An important element of our compensation program design is to provide incentive-based compensation that is directly tied to Company performance. Our Compensation Committee annually reviews the key elements of our program considering our business strategy and talent needs. Our executive compensation program seeks to provide competitive total compensation opportunities to attract, motivate and retain highly-qualified executives critical to the achievement our financial and strategic goals.

Key objectives and elements of our compensation philosophy include the following:

BEST PRACTICES IN GOVERNANCE.

Our executive compensation program reflects a strong pay-for-performance design and incorporates many best practices in executive compensation governance.

ADMINISTRATION AND OVERSIGHT.

Our Compensation Committee reviews and approves all elements of our executive compensation program that cover our named executive officers and also reviews the design of our annual and long-term incentive programs applicable to all employees. Our Compensation Committee’s review of our executive compensation program includes an annual consideration of business strategy and talent needs and alignment of compensation to performance and stockholder interests. Our Compensation Committee has engaged WTW to assist with its duties, though the Compensation Committee retains the ultimate decision-making authority for all executive pay matters.

PEER GROUP.

Following the Spin-Off, our Compensation Committee, together with WTW, considered how to best use competitive market data in designing our executive compensation programs. The Compensation Committee considered a multitude of factors, including how such data would be used, whether the data would be aligned with stockholder expectations, the breadth, consistency and reliability of the data and our ability to compete effectively for top executive talent. As a result of this review, our Compensation Committee determined to use third-party market data from two sources: published survey data reflecting a broader industry group (“Survey Data”) and a customized peer group (the “Custom Peer Group”). Together, these sources enable the Compensation Committee to make informed decisions and achieve its compensation objectives.

Survey Data. The Survey Data is based on WTW’s Executive Compensation Survey and reflects approximately 1,000 companies from general industry. The Survey Data is adjusted, generally through regression analysis, to fit Welbilt’s revenue scope. The Company did not select the companies that comprise the Survey Data, and the component companies’ identities were not a factor in the analysis. The Survey Data serves as a reliable market reference and is used as the primary source for market compensation data.

Custom Peer Group. The Custom Peer Group is used for designing the overall executive compensation program, including design of the STIP and LTIP, and serves as a secondary source for market compensation data for the CEO, CFO and General Counsel positions and also as a reference for determining benefits and perquisites. In developing the Custom Peer Group, the Compensation Committee considered both quantitative factors (are the companies of a comparable size in terms of revenue, employee headcount, market capitalization and/or net income?) and qualitative factors (do the companies operate within a comparable or adjacent industry? do the companies compete globally? how mature is the company?). Based upon this review, the Compensation Committee selected a group of 16 core companies and two non-core companies that would only be used as a market check for pay practices but not pay levels given their relatively large revenue size and market capitalization.

The Custom Peer Group was selected in 2016 and first used in connection with 2017 compensation decisions. During 2017, the Compensation Committee and WTW reviewed the peer group again and determined the same group, with the exception of B/E Aerospace Inc. and Nortek Inc., which had since been acquired, was appropriate with respect to 2018 compensation decisions. The Compensation Committee intends to continue its practice of reviewing and, if necessary, updating the peer group annually for use in designing the following year’s executive compensation program.

Determining Pay Levels. The Compensation Committee generally refers to the market median from the Survey Data and Custom Peer Group for base salary, target total cash compensation, target long-term incentive compensation and target total direct compensation as an initial point of reference, and then adjusts such amounts up or down to give effect to each individual’s experience, number of years serving in the current role, level of responsibility, performance and such other factors the Compensation Committee deems important.

The Compensation Committee reviews competitive market compensation data annually relating to salary, annual incentives and long-term incentives. The Compensation Committee is mindful of the value and limitations of comparative data, and therefore does not target specific market levels. As a result, we do not set any component of compensation or total direct compensation at levels intended to achieve a mathematically precise market position. The Compensation Committee also obtains advice and recommendations from WTW regarding retirement benefits and other areas of total compensation.

STOCK OWNERSHIP GUIDELINES.

The Compensation Committee has established stock ownership guidelines for executive officers as set forth below. Under the guidelines, each executive officer is provided with a reasonable period of time to achieve compliance. If he or she does not satisfy the applicable requirement prior to the end of the calendar year of his or her respective compliance date, the guidelines provide that the executive will be required to retain all net shares from the exercise of stock options and from the vesting of RSUs and PSUs, until compliance is achieved. For purposes of these stock ownership guidelines, common stock, RSUs, PSUs (at target) and stock equivalents held in deferred compensation and/or retirement arrangements are counted towards the individual’s ownership attainment level. Additionally, one-half of the guideline amount can be met by vested, in-the-money stock options held by the executive officer.

CLAWBACKS.

In addition to any right of recoupment against our CEO or CFO pursuant to Section 304 of The Sarbanes-Oxley Act of 2002, we intend to recoup executive officer compensation, or a portion thereof, to the extent required under rules to be adopted by the SEC and NYSE pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act. To that end, our 2016 Omnibus Incentive Plan provides that any awards granted under such plan, and any shares issued or cash paid pursuant to an award, will be subject to any recoupment or clawback policy that we adopt from time to time, or any recoupment or similar requirement otherwise made applicable by law, regulation or listing standards. Furthermore, the administrator under the plan may terminate or cause a participant to forfeit an award, and require a participant to disgorge to us any gains attributable to an award, if the participant engages in any action constituting, as determined by the administrator in its discretion, cause for termination, or a breach of any agreement between the participant and us or one of our affiliates concerning non-competition, non-solicitation, confidentiality, trade secrets, intellectual property, non-disparagement or similar obligations.

COMPENSATION RISK ASSESSMENT.

In 2017, management and WTW each conducted separate risk assessments to provide the Compensation Committee with an internal and external view of our compensation programs and policies. Management reviewed the compensation programs applicable to both executives and non-executive employees, and WTW primarily focused their review on executive compensation plans and practices. In particular, management and/or WTW considered the following risk criteria:

The results of both the internal and external assessments are that we believe our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. In 2018, the Compensation Committee determined that the Company’s compensation programs had not materially changed from the prior year, and therefore concluded the findings from the prior year’s risk assessments were still appropriate. We believe that our compensation program is aligned with current market practices and contains an appropriate balance of risk versus rewards. Furthermore, our compensation program incorporates appropriate risk mitigating factors, such as multi-year vesting periods, performance goals tied to both top-line and bottom-line financial metrics, executive stock ownership guidelines and strong operational oversight and audit processes.

TAX CONSIDERATIONS.

Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a federal tax deduction by the Company for compensation paid to certain executive officers (and, beginning in 2018, certain former executive officers) in excess of $1.0 million. Historically, compensation that qualified as “performance-based compensation” under Section 162(m) could be excluded from this $1.0 million limit, but this exception has now been repealed, effective for taxable years beginning after December 31, 2017, unless certain transition relief for certain compensation arrangements in place as of November 2, 2017 is available.

Compensation decisions for the Company’s named executive officers prior to 2018 were generally made after consideration of the Section 162(m) implications, but the Compensation Committee retained discretion to make compensation decisions in light of a variety of considerations. Based on the repeal described above and the operation of Section 162(m), compensation granted by the Compensation Committee to the named executive officers in 2018 is not expected to qualify as “performance-based compensation.” The Compensation Committee believes that the tax deduction limitation should not be permitted to compromise our ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that is not deductible for federal income tax purposes. Moreover, even if the Compensation Committee intended to grant compensation that qualifies as “performance-based compensation” for purposes of Section 162(m), we cannot guarantee that such compensation will so qualify or be deductible.

DESIGN OF 2018 COMPENSATION PROGRAM

The following section discusses the design of our 2018 compensation program for our named executive officers. For information regarding actual STIP payouts, individual equity awards, and certain other benefits and compensation, see the “2018 Summary Compensation Table” below.

BASE SALARY.

In reviewing 2018 base salaries, the Compensation Committee considered individual factors such as competencies, skills, experience, and performance, as well as internal equity and market data. Base salaries were generally reviewed and approved in December 2017 and became effective January 1, 2018, except with respect to Mr. Johnson, whose base salary was reviewed in connection with his hiring and the negotiation of his offer letter.

SHORT-TERM INCENTIVE PLAN.

2018 STIP awards to our named executive officers were made under the Welbilt 2016 Omnibus Incentive Plan. The STIP rewards executives for the achievement of certain financial goals that are aligned to our strategic plan and budget.

For all of our named executive officers, the 2018 STIP was based upon the following financial metrics.

All of the above metrics were calculated based upon prior year foreign currency exchange rates to remove the impact of foreign currency fluctuations during the year. See “Non-GAAP Financial Measures” appearing elsewhere in this Proxy Statement for important additional information.

Additionally, 2018 STIP awards were subject to a hurdle such that no awards would be paid to any named executive officer if the Company’s Adjusted Operating EBITDA Margin for 2018 was less than 16.5%.

The target STIP award opportunity granted to our named executive officers for 2018 ranged from 65% to 110% of base salary, with actual payout potential ranging from 0% to 200% of each individual’s target. Target STIP awards were determined based upon a combination of factors, including internal parity and market data, with

Mr. Muehlhaeuser receiving a STIP opportunity of 110% of base salary, Mr. Matosevic and Mr. Shah receiving a STIP opportunity of 90% of base salary and other named executive officers (other than Mr. Johnson) receiving a STIP opportunity of 65% of base salary. Any STIP awards earned are generally paid during the first quarter of the following fiscal year.

Presented below are the specific performance levels adopted under the 2018 STIP, as well as 2018 actual results. With respect to the portion of the STIP opportunity assigned to an applicable metric, threshold performance would have resulted in a payout of 50% of target and maximum performance would have resulted in a payout of 200% of target, with the payout between specific performance levels calculated using straight line interpolation. The STIP opportunity and actual payout for each of the named executive officers are presented in the subsequent executive compensation tables named “Grants of Plan-Based Awards in 2018” and “2018 Summary Compensation Table,” respectively.

LONG-TERM INCENTIVE PLAN.

Our long-term incentive plan (“LTIP”) awards are made under our 2016 Omnibus Incentive Plan. LTIP awards are intended to align the interests of executives and key employees with those of stockholders by allowing such individuals to share in the growth and financial success of the Company and motivating and rewarding achievement of specific longer-term financial goals. In addition, LTIP awards facilitate the attraction, retention and motivation of key members of management and employees. Our general practice is for all of our named executive officers’ LTIP awards to be “at risk” (in other words, requiring achievement of specific multi-year financial goals or stock price appreciation). In 2018, the Compensation Committee granted LTIP awards to each of the named executive officers that, in the aggregate, were within the 25^th to 75^th percentile of the industry survey data used for determining pay levels. The aggregate value was then granted in the form of stock options, which accounted for 25% of the total LTIP award, and PSUs, which accounted for 75% of the total LTIP award. Total LTIP target awards for each named executive officer are set forth in the table above, and actual LTIP grants made in 2018 are provided in the “Grants of Plan-Based Awards in 2018” table below.

Stock Options. Stock options align executives’ interest with those of stockholders, since options only have realizable value if the price of our stock increases relative to the exercise price, which is the closing price of our common stock on the date of grant. The number of stock options granted to each named executive officer under our 2018 LTIP was determined using a Black-Scholes option pricing model. These awards generally vest annually in 25% increments beginning on the first anniversary of the grant date and continuing on each subsequent anniversary until the fourth anniversary and expire 10 years after the date of grant.

Performance Share Units. PSUs were provided to the named executive officers in 2018 to directly align the shares earned, if any, to the achievement of certain multi-year goals. The Compensation Committee selected (i) cumulative Adjusted Diluted Earnings per Share (“Cumulative Adjusted EPS”) and (ii) average Return on Invested Capital (“ROIC”) over the three-year period, both weighted 50%, as the performance metrics for the 2018 PSUs, with a performance period of January 1, 2018 to December 31, 2020. Additionally, no awards will be paid to any named executive officer under the 2018 PSUs if the Company’s Cumulative Adjusted EPS for the performance period is less than the specified hurdle rate.

The target number of PSUs granted to each named executive officer was determined based upon a price of $20.3535, the average closing price of our common stock as reported on the NYSE during the 20-trading day period prior to and including the date of grant. Following the end of the performance period, our named executive officers will receive shares of stock ranging from 0% to 200% of their target number of shares based upon the actual achievement of the performance goals.

The Company does not disclose the specific, forward-looking financial performance targets of the 2018 PSUs in this Proxy Statement because (i) these goals relate to executive compensation to be earned and/or paid in future years and do not affect a fair understanding of the named executive officers’ compensation for 2018 and (ii) the Company believes that disclosure of such goals while the applicable performance period is ongoing would cause the Company competitive harm. However, the Company expects to disclose such goals in a future proxy statement once the applicable performance period has ended, as part of the Company’s discussion and analysis about the amounts earned by the named executive officers under these awards.

In setting the applicable target levels, the Compensation Committee considered how achievement of the performance goals could be impacted by events that may occur in the coming years and how likely it will be for the Company to achieve the goals. We believe that the threshold goals have been established at levels that should be appropriately difficult to attain, and that the target goals will require considerable and increasing collective effort on the part of the Company’s employees, including the named executive officers, to achieve. Achievement of the maximum goal is considered to be a stretch goal based upon information known to management and the Compensation Committee at the date of grant.

Vesting of 2016 Performance Share Units. The three-year performance period with respect to the PSUs granted in 2016 (the “2016 PSUs”) ended on December 31, 2018. Presented below are the specific performance levels adopted under the 2016 PSUs, as well as actual results for the applicable performance period. With respect to the portion of the PSU opportunity assigned to an applicable metric, threshold performance would have resulted in a payout of 50% of target and maximum performance would have resulted in a payout of 200% of target, with the payout between specific performance levels calculated using straight line interpolation. Additionally, no awards would have been paid to any named executive officer under the 2016 PSUs if the Company’s Cumulative Adjusted EPS for the performance period was less than $1.14, the specified hurdle rate.

Based on the performance achievement described above, the named executive officers earned the following payouts for their 2016 PSUs.

SPECIAL COMPENSATION

Matosevic Special Compensation

In addition to the STIP and LTIP awards described above, Mr. Matosevic also received additional bonus compensation opportunities and an award of RSUs during 2018 in recognition of his assumption of additional duties as interim President and Chief Executive Officer. These awards are further described below in the section titled “Employment Agreements and Change in Control Benefits.”

Johnson Discretionary Bonus

As referenced above, Mr. Johnson did not participate in the 2018 STIP and therefore did not receive any incentive-based cash compensation in 2018. In February 2019, as recognition for Mr. Johnson’s strong leadership and contributions to the Company during 2018, the Compensation Committee determined to grant Mr. Johnson a one-time discretionary bonus in the amount of $205,607, which amount was calculated by reference to Mr. Johnson’s 2019 target STIP opportunity (110% of his base salary), actual attainment under the 2018 STIP (130.0%) and the number of days during 2018 Mr. Johnson was employed with Welbilt.

BENEFITS AND PERQUISITES.

401(k) Retirement Plan. All active, regular, full-time, non-union, U.S.-based employees, including each of our currently employed named executive officers, are eligible to participate in the Company’s 401(k) Retirement Plan, which allows employees to build retirement savings on a tax-deferred basis. The plan has a tax-qualified defined contribution savings component (the 401(k) Savings feature) in which participating employees receive a matching contribution from the Company, subject to the terms set forth in the plan. In addition, all eligible employees may receive a performance-based contribution from the Company, by which the Company contributes up to 3% of

eligible compensation each year, subject to satisfaction of certain specified performance goals, an initial vesting period and other terms set forth in the plan. The value of the employer contributions made on behalf of each of our named executive officers in 2018 is presented in the “2018 Summary Compensation Table.”

Deferred Compensation Plan. Welbilt sponsors a non-qualified Deferred Compensation Plan that allows our named executive officers and other key employees to defer a portion of their compensation and the taxation on such compensation to a specified date in the future. Welbilt may also, at its option, make employer contributions to participants’ accounts. During 2018, none of our named executive officers made any contributions to the Deferred Compensation Plan, and we did not make any contributions on their behalf.

Perquisites and Personal Benefits. To provide a market competitive total compensation package, we provide a limited amount of perquisites and supplemental benefits to our named executive officers. In 2018, we provided the following: executive long-term disability insurance, reimbursement for tax preparation, personal use of a company car, car allowance, relocation expenses, reimbursement for an executive physical, and limited personal use of a plane leased by the Company. We also made certain contributions to a Swiss governmental pension scheme on Mr. Weishaar’s behalf and reimbursed him for financial planning fees. For more information regarding perquisites and supplemental benefits provided to the Company’s named executive officers in 2018, see the “2018 Summary Compensation Table” and related footnotes below.

EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL BENEFITS

We have entered into employment agreements and offer letters with our named executive officers to provide market-competitive severance protections and continuity of the leadership team leading up to and after any potential change in control.

Employment Agreements. The employment agreements with named executive officers other than Mr. Johnson in effect during 2018 set forth the named executive officers’ title, compensation and benefits. The employment agreements provided that each executive officer was entitled to an annual base salary of a certain amount, subject to potential increase from time to time, and that each was eligible to participate in the STIP with target award amounts equal to a specified percentage of base salary, and to receive LTIP awards under our 2016 Omnibus Incentive Plan in an amount determined by our Compensation Committee each year. Each executive officer also received a car allowance, vacation time, reimbursement for an annual physical examination and reimbursement for tax preparation and financial planning fees under the terms of the agreements.

For the named executive officers other than Mr. Johnson (except Mr. Weishaar), the employment agreements also provided that the executive officer would be eligible to participate in our 401(k) Retirement Plan, Deferred Compensation Plan and our health, dental, and life insurance plans. Because Mr. Weishaar is employed in Switzerland, his employment agreement provided that he would receive health, welfare, and other retirement benefits per the Swiss standard applicable for an equivalent position. To comply with this requirement, we made contributions to Swiss Social Security and pension programs and paid for 50% of the premium for Mr. Weishaar to receive local private health insurance comparable to the health insurance our other executives receive under our group health plan.

Each of the employment agreements provided that if we terminated the executive officer’s employment without cause or the executive resigned with good reason (in each case, as described more fully in the agreement), then the executive would be entitled to receive severance payments, and all outstanding equity awards granted prior to the year of termination would be deemed fully vested, subject (with respect to the severance payments) to the executive signing a release of claims or potential claims against the Company. The severance payments would generally be subject to offset (as further described in the agreements) by the amount of compensation earned by the named executive officer during the severance pay period from a subsequent employer or under a Contingent Employment Agreement with the Company (as described below). More details regarding the severance payments and equity acceleration is provided in the “Potential Payments upon Termination or Change in Control” section.

Additionally, as required by the terms of the employment agreements, we also maintain director and officer insurance coverage and provide indemnification as permitted by law. In connection with entering into these employment agreements, each applicable named executive officer also agreed to certain non-competition, non-solicitation and confidentiality provisions.

Johnson Offer Letter. In connection with his appointment as President and Chief Executive Officer, Mr. Johnson entered into an offer letter with the Company, which offer letter set forth Mr. Johnson’s initial annual base salary, target STIP opportunity, and target LTIP opportunity (in each case subject to increase from time to time as approved by the Board or an appropriate committee of the Board). The offer letter also provides that the Company will provide Mr. Johnson with perquisites and personal benefits on terms substantially similar to those that apply for other executive officers of the Company, including an annual vehicle allowance of $10,800, reimbursement for the reasonable cost of one physical examination per year, reimbursement for the reasonable cost of Mr. Johnson’s personal income tax preparation and financial planning services for each year up to $10,000 per year, reasonable relocation services and benefits substantially consistent with the Company’s effective relocation policy (subject to full or partial repayment in the event Mr. Johnson voluntarily terminates employment prior to the second anniversary of the date of the offer letter), and premiums for reasonable life, accidental death and dismemberment and long-term disability insurance premiums as provided by the Company from time to time.

While employed by the Company, Mr. Johnson will be eligible to participate in the Company’s health, welfare and other benefits arrangements and programs available to the Company’s employees generally, in accordance with their terms. Mr. Johnson is also entitled to up to four weeks of paid vacation per year and participation in the Company’s nonqualified Deferred Compensation Plan and qualified retirement plan as in effect from time to time on terms substantially similar to those that apply for other executive officers of the Company.

Until April 1, 2019, if Mr. Johnson’s employment is terminated by the Company without cause or by Mr. Johnson for good reason (as each such term is defined in the offer letter), the Company will pay to Mr. Johnson: (1) a cash amount equal in value to two times Mr. Johnson’s base salary as in effect on that date; plus (2) a cash amount equal in value to Mr. Johnson’s target STIP opportunity for the year in which termination occurs; plus (3) a cash amount equal in value to a pro-rated portion of Mr. Johnson’s STIP award actually earned for the year in which termination occurs (based on actual performance and calendar days of service for the year in which termination occurs) in settlement of Mr. Johnson’s STIP opportunity for such year. In general, Mr. Johnson’s receipt of any

severance payments or benefits from the Company is conditioned on his execution and non-revocation of one or more customary releases of claims in favor of the Company and its affiliates. Effective April 2, 2019, Mr. Johnson will participate in the Severance Policy, as further described below, and his severance protections under the offer letter will cease.

Mr. Johnson also agreed to enter into certain non-competition, non-solicitation and confidentiality provisions, consistent with those entered into with other named executive officers.

Executive Offer Letters. In early 2019, we entered into an offer letter with each of our named executive officers still serving at that time, other than Mr. Johnson, which offer letter sets forth the officer’s current annual base salary, target STIP opportunity, and target LTIP opportunity (in each case subject to increase from time to time as approved by the Board or an appropriate committee of the Board) and replaces the officer’s previously existing employment agreement. The offer letter also provides that the Company will provide the officer with perquisites and personal benefits on terms substantially similar to those that apply for other executive officers of the Company, including an annual vehicle allowance of $10,800, reimbursement for the reasonable cost of one physical examination per year, reimbursement for the reasonable cost of his or her personal income tax preparation and financial planning services for each year up to $10,000 per year and premiums for additional coverage for long-term disability insurance as provided by the Company from time to time.

While employed by the Company, the executive will be eligible to participate in the Company’s health, welfare and other benefits arrangements and programs available to the Company’s employees generally, in accordance with their terms. He or she is also entitled to up to four weeks of paid vacation per year and participation in the Company’s nonqualified Deferred Compensation Plan and qualified retirement plan as in effect from time to time on terms substantially similar to those that apply for other executive officers of the Company. The offer letters themselves do not include severance provisions. Instead, each named executive officer who entered into an offer letter with the Company in early 2019 participates in our Severance Policy, as further described below. Each named executive officer also acknowledged and agreed to remain bound by certain non-competition, non-solicitation and confidentiality provisions, consistent with those entered into with other executive officers.

Severance Policy. In December 2018, the Compensation approved and adopted the Welbilt, Inc. Executive Severance Policy (the “Severance Policy”). The Compensation Committee also designated Mr. Johnson as a “Tier 1 Participant,” with an effective date of April 2, 2019, and designated the other named executive officers (other than Mr. Weishaar, who separated from the Company effective January 2, 2019, and Mr. Muehlhaeuser) as “Tier 2 Participants,” effective January 1, 2019, subject in each case to termination of the currently existing employment agreements of such officers (or, for Mr. Johnson, the severance protections under his offer letter, as described above). As a result, the severance protections under such named executive officers’ prior employment arrangements have been superseded by the Severance Policy.

If the Company terminates the employment of a participant other than due to “Cause” (as defined in the Severance Policy), death or “Disability” (as defined in the Severance Policy), or if a participant terminates the participant’s employment with the Company for “Good Reason” (as defined in the Severance Policy) and absent Cause, the Company will make certain severance payments and provide certain benefits to the participant, subject to applicable tax withholding, generally as follows:

As a condition to receiving the cash severance payments described in the first two bullets above, a participant is required to timely sign and not revoke one or more customary releases of claims in favor of the Company and its subsidiaries and affiliates. Further, the Severance Policy generally includes non-disparagement provisions in favor of the Company and a reaffirmation of the participant’s obligations under the participant’s Agreement Regarding Confidential Information, Intellectual Property, Non-Solicitation of Employees and Non-Compete with the Company. If a participant experiences a termination of employment that entitles the participant to compensation or benefits under a Contingent Employment Agreement (as described below) or other similar “change in control” severance arrangement with the Company, the participant will not be entitled to any compensation or benefits under the Severance Policy.

Matosevic Interim Compensation Letter. In connection with Mr. Matosevic’s appointment as the Company’s interim President and Chief Executive Officer, we entered into a Letter Agreement with Mr. Matosevic, dated August 9, 2018, pursuant to which he received a special lump sum cash bonus in an amount equal to $62,500, on or about September 1, 2018 and an additional lump sum cash bonus in an amount equal to $62,500, on or about March 1, 2019. Mr. Matosevic also received an award of 13,556 RSUs on August 31, 2018. The number of RSUs awarded equals the quotient of $300,000 divided by the closing price of a share of the Company’s common stock on August 31, 2018 on the New York Stock Exchange. This special RSU award generally will vest on September 1, 2019, subject to Mr. Matosevic’s continued employment with the Company on such date (or upon certain qualifying terminations of employment as described in his employment agreement with the Company). The special, one-time compensation described in this letter agreement is in addition to, and not in lieu of, any compensation that may otherwise be payable to Mr. Matosevic under the terms of his employment agreement with the Company.

Muehlhaeuser Separation Agreement. On August 9, 2018, we entered into a Separation Agreement with Mr. Muehlhaeuser in connection with his resignation as President and Chief Executive Officer. Pursuant to such agreement, Mr. Muehlhaeuser continued to receive his base salary until August 31, 2018, his last date of employment, as well as a cash payment of $760,336.50 in recognition of his partial year of service and foregone payments under the Company’s 2018 STIP. Any equity awards previously granted to Mr. Muehlhaeuser by the Company that had not vested as of August 31, 2018 were forfeited. Any vested stock options held by Mr. Muehlhaeuser remain exercisable through the earlier of the original expiration date of such stock option award or August 31, 2020. Additionally, Mr. Muehlhaeuser executed (and did not revoke) a customary release of claims in favor of the Company, its affiliates and (among others) their directors, officers and employees. Mr. Muehlhaeuser’s employment agreement with the Company, dated November 1, 2016, has generally been terminated pursuant to, and superseded by, his separation agreement, effective August 31, 2018.

Weishaar Separation. Mr. Weishaar resigned from the Company effective January 2, 2019. He was not entitled to any separation payments or benefits in connection with his resignation, other than certain accrued compensation and benefits.

Change in Control Severance Arrangements. We have also entered into Contingent Employment Agreements, which govern change in control severance arrangements, with each of our named executive officers. These Contingent Employment Agreements provide for the executives’ continued employment upon a change in control for a two-year (or, for Mr. Johnson, three-year) period. In addition, the arrangements provide for certain severance benefits in the event an executive is terminated without cause or resigns for good reason (in each case as defined therein) prior to the end of the change in control employment period (as such, the agreements have a “double trigger”). The severance benefit would consist of base salary, annual incentive compensation (calculated at the target level), and other benefits that the executive otherwise would have been entitled to receive if his or her employment had not been terminated prior to the end of the respective three- or two-year change in control employment period (with annual incentive compensation-based payments being made on a pro-rata basis for partial years during the change in control employment period).

The Contingent Employment Agreements also provide that if a named executive officer’s employment is terminated within the six month period prior to a change in control, and if it is reasonably demonstrated that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a change in control or (2) otherwise arose in connection with or anticipation of a change in control, then the named executive officer will generally be entitled to participate in certain health and welfare benefits for a number

of years equal to the change in control employment period following termination, and the Company will pay to named executive officer or his or her representative a severance payment representing continued base salary and target annual incentive compensation for a period of time equal to the change in control employment period.

If outstanding equity awards are not assumed in connection with a change in control, the Contingent Employment Agreements provide that (1) the named executive officers’ stock options and stock appreciation rights (if any) will vest in full (and, in the discretion of the Company, may be canceled in exchange for a cash payment), (2) time-based restricted stock and RSU awards will vest in full (and, at the election of the named executive officer or the Company, may be canceled in exchange for a cash payment), (3) the named executive officers will have the right to elect to receive a cash payment for a pro-rata portion of outstanding performance-based equity awards determined based on the greater of target and projected actual performance, and (4) the named executive officers will have the right to elect to receive a cash payment for any dividend equivalent units then held (pro-rated to the extent the related award is pro-rated). If a named executive officer’s employment is terminated by the employer without cause or by the named executive officer for good reason within 24 months following a change in control, any outstanding equity awards will vest in full (assuming maximum performance with respect to performance-based awards).

In the event that a named executive officer receives severance payments and benefits as described above, the named executive officer will generally be subject to customary non-competition provisions for 2 years following the change in control (or 2 years following the termination date in the event such officer’s employment is terminated during the six-month period prior to the change in control). Further detail regarding these agreements is presented below under the heading “Potential Payments upon Termination or Change in Control.”

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed this Compensation Discussion and Analysis for fiscal year 2018 with management. Based on this review and discussion, the Compensation Committee recommended to the Board, and the Board approved, that the Compensation Discussion and Analysis be incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and included in this Proxy Statement for filing with the SEC.

Compensation Committee of the Board of Directors
Joan K. Chow, Chair
Dino J. Bianco
Thomas D. Davis
Janice L. Fields
Brian R. Gamache

EXECUTIVE COMPENSATION TABLES

The following tables set forth certain information regarding the compensation of our named executive officers and have been prepared in accordance with applicable disclosure rules. These tables and the accompanying narratives should be read in conjunction with the “Compensation Discussion and Analysis” section above.

2018 SUMMARY COMPENSATION TABLE

The table below sets forth the total compensation of our named executive officers during the fiscal years indicated. The table also discloses compensation of our named executive officers for their service to MTW for part of the fiscal year ending December 31, 2016, to the extent such individual was also a named executive officer of Welbilt or MTW during such year.

PAY RATIO

Because none of Mr. Johnson, Mr. Matosevic and Mr. Muehlhaeuser served as our President and Chief Executive Officer for the full year, we calculated our principal executive officer’s compensation for purposes of this pay ratio disclosure by annualizing the compensation of Mr. Muehlhaeuser, who was serving as our principal executive officer on the date we used to determine our median employee. Specifically, we referred to the sum of (i) his annualized base salary, (ii) the 2018 STIP award he would have earned, had he remained employed through 2018 and received a STIP payment based on actual attainment, (iii) the grant date fair value of his target LTIP award, as reported in the Summary Compensation Table above and (iv) the executive perquisites and benefits to which he was contractually entitled, calculated on an annualized basis.

In connection with our 2017 pay ratio disclosure, we selected November 30, 2017 as the date to identify the median employee, and we identified our median employee by comparing the compensation of all individuals that we employed on November 30, 2017 based upon the sum of: (i) base salary (annualized for any permanent employees hired after January 1, 2017), (ii) overtime pay, (iii) short-term incentive awards, if any, and (iv) long-term incentive awards, if any, based on the grant date fair value of the target number of awards granted. During 2018, there were no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. Accordingly, we have used the same median employee for the 2018 pay ratio disclosure and have calculated his or her total annual compensation in the same way that we calculate the annual total compensation of our named executive officers in the 2018 Summary Compensation Table.

As calculated in accordance with applicable disclosure rules and as described above, the 2018 total compensation of our principal executive officer for purposes of this pay ratio disclosure was $3,706,252 and the 2018 total compensation of our median employee for purposes of this pay ratio disclosure was $47,561. As a result, we estimate that our principal executive officer’s 2018 total compensation was approximately 78 times that of our median employee.

GRANTS OF PLAN-BASED AWARDS IN 2018.

The table below sets forth all equity and non-equity incentive awards granted to our named executive officers during 2018, all of which were made under our 2016 Omnibus Incentive Plan. As discussed under “Design of 2018 Compensation Program” above, 2018 equity awards to our named executive officers consisted of RSUs, PSUs and non-qualified stock options (“NQO”), and non-equity incentive awards consisted of our STIP.