AMETEK : Proxy Statemen

SCHEDULE 14A INFORMATION

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material Pursuant to § 240.14a-12

AMETEK, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

• Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
• Fee paid previously with preliminary materials

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Tuesday, May 7, 2024 11:00 a.m. Eastern Time

Via webcast: www.virtualshareholdermeeting.com/AME2024

Dear Fellow Stockholder:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2024 Annual Meeting of Stockholders of AMETEK, Inc. At the meeting, you will be asked to:

1. Elect three Directors for a term of three years;
2. Cast an advisory vote to approve the compensation of our named executive officers;
3. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024; and
4. Transact any other business properly brought before the meeting.

The 2024 Annual Meeting of Stockholders of AMETEK, Inc. will be held on May 7, 2024 at 11:00 a.m. Eastern Time, as a virtual meeting at www.virtualshareholdermeeting.com/AME2024. You will be able to listen to the meeting live, submit questions and vote online.

Only stockholders of record at the close of business on March 8, 2024 will be entitled to vote at the meeting. Your vote is important. You can vote in one of four ways: (1) via the internet, (2) by telephone using a toll-free number, (3) by completing, signing and dating your proxy card, and returning it promptly in the envelope provided, or (4) at the meeting by following the instructions available on the meeting website during the meeting. Please refer to your proxy card for specific proxy voting instructions.

We have enclosed and posted on our website with this proxy statement our Annual Report on Form 10-K for the year ended December 31, 2023.

Even if you expect to attend the virtual meeting, we urge you to vote your shares via the internet, by telephone or by mailing your proxy as soon as possible. Submitting your proxy now will not prevent you from voting your stock at the virtual meeting if you want to, as your proxy is revocable at your option. We appreciate your interest in AMETEK.

Sincerely,

David A. Zapico

Chairman and Chief Executive Officer

Berwyn, Pennsylvania

Dated: March 12, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 7, 2024

Our Notice of 2024 Annual Meeting of Stockholders, Notice of Internet Availability of Proxy Materials,

Form 10-K for the year ended December 31, 2023, Proxy Statement and other related materials are available at: https://www.ametek.com/2024proxy.

Principal executive offices

1100 Cassatt Road

Berwyn, Pennsylvania 19312-1177

PROXY STATEMENT

Beginning on or about March 12, 2024, we are sending a Notice of Internet Availability of Proxy Materials (the "Notice") to our stockholders of record as of March 8, 2024, who may view proxy materials on the internet, and may also request and receive a paper or e-mail copy of the proxy materials by following the instructions provided in the Notice. The Board of Directors is soliciting proxies in connection with the election of Directors and other actions to be taken at the meeting and at any adjournment or postponement of the meeting. The Board of Directors encourages you to read this proxy statement and to vote on the matters to be considered at the meeting.

COMPANY OVERVIEW

AMETEK is a leading global provider of industrial technology solutions serving a broad set of customers in diverse and attractive niche markets. AMETEK has delivered strong, sustainable growth for its stakeholders, reflecting the tremendous efforts of our employees, and the strength and flexibility

of the AMETEK Growth Model. AMETEK is headquartered in Berwyn, Pennsylvania and has approximately 21,500 employees in 31 countries. The company has been listed on the New York Stock Exchange (NYSE) since 1930.

Our global workforce is comprised of world-class talent that embraces our shared purpose: To make a safer, sustainable, and more productive world a reality. AMETEK's mission is to solve our customers' most complex challenges with differentiated technology solutions. Many of our solutions are creating a more sustainable future by supporting environmentally focused applications across our end markets.

AMETEK's core values are ingrained across our company and are aligned with the distributed nature of our business model. They are based on doing what is right for our stockholders, employees, customers, suppliers, and the communities where we operate.

Our Core Values:

• Ethics & Integrity
• Respect for the Individual
• Inclusion
• Teamwork
• Social Responsibility

AMETEK's businesses are leaders in the niche markets they serve, due to their deep domain expertise and differentiated technology. While our businesses serve many different end markets, they strategically focus on market segments and applications with attractive secular growth characteristics.

AMETEK consists of two operating groups: Electronic Instruments Group (EIG) and Electromechanical Group (EMG).

• EIG is a worldwide leader in the design and manufacture of advanced analytical, test and measurement instrumentation for aerospace, medical, power, energy, research and industrial markets.
• EMG is a worldwide leader in the design and manufacture of highly engineered medical components and devices, automation and precision motion control solutions, thermal management systems, specialty metals and electrical interconnects.

The AMETEK Growth Model

The AMETEK Growth Model has proven successful and is a result of the well-ingrained,performance-based culture embodied at AMETEK. It serves as the engine that powers our growth, innovation, and sustained success.

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The AMETEK Growth Model has allowed the company to:

• Transition into higher-quality, niche businesses and markets
• Drive strong and consistent sales and earnings growth
• Generate robust cash flows to accelerate growth through acquisitions
• Develop world-class talent
• Deliver consistent and superior shareholder returns
• Position AMETEK as a premier multi-industry company.

Each element of the AMETEK Growth Model supports and enhances the others, while playing an important role in achieving our vision of double-digit earnings growth over the business cycle. As the AMETEK Growth Model has evolved, it has provided tremendous growth for the company, resulting in superior shareholder returns.

Sustainability

AMETEK remains focused on creating a sustainable future for our stakeholders. We are proud of the important steps we have taken to further our sustainability efforts. Our Sustainability Report highlights AMETEK's commitment to environmental stewardship, social responsibility, inclusion and sound corporate governance. The report includes additional information on all our sustainability initiatives, the progress we have made, and the commitments we are making to create a better future for all of our stakeholders.

The Sustainability Report is available on our website at www.ametek.com/who-we-are/sustainability.

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement before voting.

VOTING MATTERS

BOARD NOMINEES

The following table provides summary information about each Director nominee. The nominees receiving a majority of the votes cast at the meeting will be elected as Directors.

Each of the Directors attended at least 75% of the meetings of the Board and the Committees on which such Director served during the period that he or she served.

ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are asking stockholders to approve a non-binding advisory resolution relating to our named executive officers' compensation for fiscal 2023, commonly referred to as "say-on-pay." Stockholder approval of our executive compensation for the past 10 years has been strong and has averaged approximately 95% support. The design of our 2023 executive compensation program continued to emphasize total return to our stockholders.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We are asking stockholders to approve the selection of Ernst & Young LLP as our independent registered public accounting firm for 2024. Last year, of the total votes cast, not including abstentions, 95% were in favor of approving Ernst & Young as our independent registered public accounting firm for 2023.

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VOTING PROCEDURES

Your vote is very important. It is important that your views be represented whether or not you attend the virtual meeting. Stockholders who hold shares of our common stock through a broker, bank or other holder of record receive proxy materials and a Voting Instruction Form - either electronically or by mail - before each annual meeting. For your vote to be counted, you need to communicate your voting decisions to your broker, bank or other holder of record before the date of this meeting.

Who can vote? Stockholders of record as of the close of business on March 8, 2024 are entitled to vote. On that date, 231,211,497 shares of our common stock were issued and outstanding and eligible to vote. Each share is entitled to one vote on each matter presented at the meeting. We have no other class or series of stock currently outstanding other than our common stock.

How can I attend the virtual annual meeting? This year's annual meeting will be held entirely online to allow for greater participation. Stockholders may participate in this year's annual meeting by visiting the following website: www.virtualshareholdermeeting.com/AME2024. To participate in the annual meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials ("Notice"), on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the stockholder of record may be voted electronically during the annual meeting. However, even if you plan to attend the virtual annual meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the virtual annual meeting.

How are proxy materials distributed? As permitted by SEC rules, we are making this proxy statement, our proxy card, our Annual Report on Form 10-K for the year ended December 31, 2023 (the "Form 10-K") and other related materials available to stockholders electronically via the internet. This will expedite receipt of our proxy materials by stockholders, while lowering the costs and reducing the environmental impact of our annual meeting. We will send a Notice to our stockholders as of the record date. The Notice contains instructions on how to access our proxy materials and how to vote online or by telephone. If you would like to receive a paper copy of the proxy materials, please follow the instructions in the Notice.

How do I vote? If your shares are registered directly in your name with our transfer agent, you are considered the registered holder of those shares. As the registered stockholder, you can vote by submitting your instructions:

• by telephone using a toll-free number,
• over the internet,
• by completing, signing, dating and returning the enclosed proxy card in the envelope provided, or
• at the meeting, by following the instructions available on the meeting website during the meeting.

Telephone and internet voting for registered stockholders will be available 24 hours a day, up until 11:59 p.m. Eastern Time on May 5, 2024 for shares held in the plans listed on the proxy card and up until 11:59 p.m. Eastern Time on May 6, 2024 for shares held directly.

Detailed instructions for telephone and internet voting are set forth on the Notice.

Vote your shares at www.proxyvote.com.

Have your Notice or proxy card in hand for the 16-digit control number needed to vote.

Call the toll-free number 1-800-690-6903.

If you received a physical proxy card, mark, sign, date and return the enclosed proxy card or voting instruction form in the envelope provided. If the pre-addressed envelope is missing, then return it in your own envelope to: Vote Processing, c/o Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, NY 11717.

If you hold your shares through a broker, bank or nominee, rather than registered directly in your name, you are considered the beneficial owner of shares held in street name, and the proxy materials are being forwarded to you by your broker, bank or

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nominee, together with a voting instruction form. As the beneficial owner, you are entitled to direct the voting of your shares by your

intermediary. Brokers, banks and nominees typically offer telephonic or electronic means by which the beneficial owners of shares held by them can submit voting instructions, in addition to the traditional mailed voting instruction forms.

Once I have voted, can I change my vote? Any person giving a proxy has the power to revoke it at any time before it is voted. It may be revoked by filing with the Corporate Secretary a written notice of revocation or a duly executed proxy bearing a later date, or it may be revoked by attending the meeting and voting at the meeting. Please note, however, that if your shares are held by a broker, bank or nominee and you wish to revoke your proxy or vote at the meeting, you must follow the instructions provided to you by the record holder and/or obtain from the record holder a proxy issued in your name. Attendance at the meeting will not, by itself, revoke a proxy.

What shares are represented by the proxy card? The proxy card represents all the shares registered in your name. If you participate in the AMETEK, Inc. Investors' Choice Dividend Reinvestment & Direct Stock Purchase and Sale Plan, the card also represents any full shares held in your account. If you are an employee who owns our common stock through an AMETEK employee savings plan and also hold shares in your own name, you will receive a single proxy card for the plan shares, which are attributable to the units that you hold in the plan, and the shares registered in your name. Your proxy card or proxy submitted through the internet or by telephone will serve as voting instructions to the plan trustee.

How are shares voted? If you return a properly executed proxy card or submit voting instructions via the internet or by telephone, before voting at the meeting is closed, the individuals named as proxies on the enclosed proxy card will vote in accordance with the directions you provide. If you return a signed and dated proxy card but do not indicate how the shares are to be voted, those shares will be voted as recommended by the Board of Directors. A valid proxy card or a vote by the internet, webcast or telephone also authorizes the individuals named as proxies to vote your shares in their discretion on any other matters which, although not described in the proxy statement, are properly presented for action at the meeting.

If you are an employee who owns our common stock through an AMETEK employee savings plan and you do not return a proxy card or otherwise give voting instructions for the plan shares, the trustee will vote those shares in the same proportion as the shares for which the trustee receives voting instructions from other participants in that plan. To enable the savings plan trustee to tabulate the vote of the plan shares prior to the meeting, your proxy voting instructions must be received by May 5, 2024.

How many votes are required? A majority of the shares of our outstanding common stock entitled to vote at the meeting must be represented either online or by proxy in order to have a quorum present at the meeting. Abstentions and "broker non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A "broker non-vote" occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for the particular proposal and has not received instructions from the beneficial owner. If a quorum is not present, the meeting will be rescheduled for a later date.

Proposal 1: Elect three Directors for a term of three years.

Directors will be elected by the vote of a majority of the votes cast at the meeting. This means that a nominee will be elected if the number of votes cast "for" that nominee exceeds the number of votes "against" that nominee. Abstentions and broker non-votes are not counted as votes for or against this proposal.

Proposal 2: Cast an advisory vote to approve the compensation of our named executive officers.

The advisory approval of our executive compensation requires the affirmative vote of the holders of a majority of eligible shares present at the meeting, via webcast or by proxy, and voting on the matter. The advisory vote on executive compensation is not binding on us. However, the Board and Compensation Committee will take into account the outcome of this vote when considering future executive compensation arrangements. Abstentions and broker non- votes are not counted as votes for or against this proposal.

Proposal 3: Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024.

The advisory approval of the appointment of Ernst & Young LLP requires the affirmative vote of the holders of a majority of eligible shares present at the virtual meeting, via webcast or by proxy, and voting on the matter. Abstentions and broker non-votes are not counted as votes for or against this proposal. Because the ratification of the appointment of the independent registered public accounting firm is a matter on which a bank, broker or other holder of record is generally empowered to vote

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