Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant
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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
Diversey Holdings, Ltd.
(Name of Registrant as Specified in its
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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Important Notice Regarding the Availability of Proxy Materials
for the Annual General Meeting of Shareholders of
DIVERSEY HOLDINGS, LTD.
4, 2022 at 10 a.m. Eastern Time
person at our offices located at 1300 Altura Road, Suite 125, Fort Mill, South Carolina 29708
virtually at https://web.lumiagm.com/253675354 (password:diversey2022)
This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information
contained in the proxy materials before voting.
If you want to receive a paper or e-mail copy of the proxy
materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the
request as instructed below before 4/20/2022.
Please visit http://www.astproxyportal.com/ast/24164, where
the following materials are available for view:
Notice of Annual Meeting of Stockholders
Form of Electronic Proxy Card
TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers)
ONLINE: To access your online proxy card, please visit www.voteproxy.comand follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
IN PERSON: You may vote your shares in person by attending the Annual General Meeting or virtually at https://web.lumiagm.com/253675354 (password: diversey2022).
To vote by telephone, please visit www.voteproxy.comto view the materials and to obtain the toll free number
MAIL: You may request a card by following the instructions above.
Advisory Vote on Compensation of Named Executive Officers.
Election of Directors:
Vote on the Preferred Frequency of Future Shareholder Votes on the Compensation of Named Executive Officers.
Ratification of the
Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2022.
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS, “FOR” PROPOSALS 2 AND 4 AND FOR
“1 YEAR” ON PROPOSAL 3.
note that you cannot use this notice to vote by mail.
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
DIVERSEY HOLDINGS, LTD.
May 4, 2022
INTERNET- Access “www.voteproxy.com“
and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access
the web page.
- Call toll-free 1-800-PROXIES
(1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow
the instructions. Have your proxy card available when you call.
Vote online/phone until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON - You may vote your shares in person by attending the Annual General Meeting or virtually at https://web.lumiagm.com/253675354
GO GREEN -
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements
and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy
OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The 2022 Proxy Statement and our 2021 Annual Report/10-K to shareholders are available at our website
at https://ir.diversey.com and at https://www.astproxyportal.com/ast/24164
detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE,
“FOR” PROPOSALS 2 AND 4 AND FOR “1 YEAR” ON PROPOSAL 3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK
INK AS SHOWN HERE ☒
To change the address on your account, please check the box at right and indicate your new address in
the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
Non-Binding Advisory Vote on Compensation of Named Executive Officers.
Non-Binding Advisory Vote on the Preferred Frequency of Future Shareholder Votes on the Compensation of
Named Executive Officers.
Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered
Public Accounting Firm for 2022.
their discretion, the proxies are authorized to vote upon such other business as may
properly come before the Annual General Meeting. This proxy when properly executed will
be voted as directed herein by the undersigned shareholder. If no direction is made,
this proxy will be voted FOR ALL NOMINEES in Proposal 1, FOR Proposals 2 and 4 and for
1 YEAR on Proposal 3.
“X” HERE IF YOU PLAN TO ATTEND THE MEETING. ☐
Signature of Shareholder
Signature of Shareholder
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When
signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please
sign in partnership name by authorized person.