Edgar Filing: HEICO CORP

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )



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¨	Soliciting Material Pursuant to §240.14a-12



	HEICO CORPORATION

	(Name of Registrant as Specified In Its Charter)


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



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PRELIMINARY COPIES

HEICO CORPORATION

3000 Taft Street, Hollywood, Florida 33021

____________

Notice of Annual Meeting of Shareholders

To Be Held March 16, 2018

Conrad Miami

1395 Brickell Avenue

Miami, FL 33131

The Annual Meeting of Shareholders of HEICO Corporation (the “Annual Meeting”), a Florida corporation, will be held on Friday, March 16, 2018 at 10:00 a.m., Eastern Daylight Time, at the Conrad Miami, 1395 Brickell Avenue, Miami, Florida 33131, for the following purposes:


1.	To elect a Board of Directors for the ensuing year;


2.	To re-approve the performance goals included in the HEICO Corporation 2012 Incentive Compensation Plan (the "2012 Plan") and ratify awards made under the 2012 Plan, which awards are subject to the re-approval of the performance goals included in the 2012 Plan;


3.	To approve the HEICO Corporation 2018 Incentive Compensation Plan;


4.	To approve an amendment to Article III of HEICO’s Articles of Incorporation to increase the number of authorized shares of HEICO Corporation Common Stock, $0.01 par value per share, from 75,000,000 shares to 150,000,000 shares;


5.	To approve an amendment to Article III of HEICO’s Articles of Incorporation to increase the number of authorized shares of HEICO Corporation Class A Common Stock, $0.01 par value per share, from 75,000,000 shares to 150,000,000 shares;


6.	To hold an advisory vote on executive compensation;


7.	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2018; and


8.	To transact such other business as may properly come before the meeting or any adjournments thereof.

Only holders of record of HEICO Corporation Common Stock and Class A Common Stock as of the close of business on January 17, 2018 will be entitled to vote at the Annual Meeting.

You are requested, regardless of the number of shares owned, to sign and date the enclosed proxy and to mail it promptly, or to use the telephone or Internet voting systems set forth in the proxy. You may revoke your proxy either by a written notice to HEICO or in person at the Annual Meeting or by a later dated proxy that is received in sufficient time by HEICO prior to the Annual Meeting.



	BY ORDER OF THE BOARD OF DIRECTORS

	Laurans A. Mendelson
	Chairman of the Board and
	Chief Executive Officer
	February 14, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 16, 2018

The accompanying Proxy Statement and the 2017 Annual Report on Form 10-K are available at:

http://www.heico.com

YOUR VOTE IS IMPORTANT

HEICO CORPORATION

3000 Taft Street, Hollywood, Florida 33021

____________

PROXY STATEMENT

____________

This Proxy Statement is furnished to the shareholders of HEICO Corporation (collectively, “HEICO,” “we,” “us,” “our” or the “Company”) in connection with the solicitation of proxies by HEICO’s Board of Directors (the "Board") for use at the Annual Meeting of Shareholders of HEICO (the “Annual Meeting”) to be held at the Conrad Miami, 1395 Brickell Avenue, Miami, Florida 33131, on Friday, March 16, 2018 at 10:00 a.m. Eastern Daylight Time. If you plan to attend the Annual Meeting, you can obtain directions to the Conrad Miami from the hotel’s website at http://conradhotels3.hilton.com/en/hotels/florida/conrad-miami-MIACICI/about/directions.html. This Proxy Statement and form of proxy are first being mailed to shareholders on or about February 15, 2018.

At the Annual Meeting, the shareholders will be asked to: (1) elect a Board of Directors for the ensuing year; (2) re-approve the performance goals included in the HEICO Corporation 2012 Incentive Compensation Plan (the "2012 Plan") and ratify awards made under the 2012 Plan, which awards are subject to the re-approval of the performance goals included in the 2012 Plan; (3) approve the HEICO Corporation 2018 Incentive Compensation Plan; (4) approve an amendment to Article III of HEICO’s Articles of Incorporation to increase the number of authorized shares of HEICO Corporation Common Stock, $0.01 par value per share, from 75,000,000 shares to 150,000,000 shares; (5) approve an amendment to Article III of HEICO’s Articles of Incorporation to increase the number of authorized shares of HEICO Corporation Class A Common Stock, $0.01 par value per share, from 75,000,000 shares to 150,000,000 shares; (6) hold an advisory vote on executive compensation; (7) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2018; and (8) vote on any other business as may properly come before the meeting or any adjournments thereof.

The Board of Directors of HEICO urges you to promptly date, sign and mail your proxy, or to use the telephone or Internet voting systems set forth in the proxy, in the form enclosed with this Proxy Statement, to make certain that your shares are voted at the Annual Meeting. Proxies enclosed, or in other acceptable forms, that are received in time for the Annual Meeting will be voted. However, you may revoke your proxy at any time prior to its use by a revocation in writing to the Corporate Secretary at the Company’s principal executive offices at 3000 Taft Street, Hollywood, Florida 33021 or a later dated proxy that is received in sufficient time by HEICO prior to the Annual Meeting and, if you attend the Annual Meeting, you may vote your shares in person.

If your proxy is received in time for the Annual Meeting, it will be voted in the manner specified by you in the proxy. If you do not specify a choice, the proxy will be voted as indicated in the form of proxy.

We will bear the expense of soliciting proxies in the accompanying form. Solicitations will be by mail and in some cases by telephone and/or email, and our directors, officers and regular employees may solicit proxies personally or by telephone, telegram or special letter. Our directors, officers and regular employees will receive no compensation in connection with the solicitation of proxies. We will also employ D. F. King & Co., 48 Wall Street, New York, New York 10005, to assist in soliciting proxies for a fee of $10,000 plus related out-of-pocket expenses.

Only holders of record of HEICO Common Stock, $0.01 par value per share (“Common Stock”), and Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), as of the close of business on January 17, 2018 (the record date) will be entitled to vote at the Annual Meeting. On that date, there were outstanding 42,213,345 shares of Common Stock, each entitled to one vote, and 63,423,039 shares of Class A Common Stock, each entitled to 1/10th vote per share.

Voting Requirements

The presence, in person or by proxy, of the holders of a majority of the voting power of the shares of all classes of HEICO’s common stock entitled to vote shall constitute a quorum at the Annual Meeting. If a quorum is present, approval of Proposals 1, 6 and 7 require the affirmative vote of a majority of the voting power of the shares of all classes of HEICO’s common stock represented at the meeting in person or by proxy and entitled to vote. If a quorum is present, approval of Proposals 2 and 3 will require the affirmative vote of a majority of the votes cast with respect to each of these proposals, pursuant to the New York Stock Exchange’s (the “NYSE”) shareholder approval policy. If a quorum is present, approval of Proposals 4 and 5, require the affirmative vote of a majority of the votes entitled to be cast on each of the proposals.

A proxy submitted by a shareholder may indicate that all or a portion of the shares represented by such proxy are not being voted by such shareholder with respect to a particular matter (“non-voted shares”). This could occur, for example, when a broker is not permitted to vote shares held in “street name” on certain matters in the absence of instructions from the beneficial owner of the shares. Under NYSE rules, a broker does not have the discretion to vote on Proposals 1, 2, 3, 4, 5, and 6. Non-voted shares with respect to a particular matter will be counted for purposes of determining the presence of a quorum but with respect to Proposals 4 and 5 will count as a vote against such proposals and with respect to Proposals 1, 2, 3 and 6 will have no effect on the outcome of such proposals. Shares voted to abstain as to a particular matter will be counted for purposes of determining the presence of a quorum and will count as a vote against such matter.

Under the terms of the HEICO Savings and Investment Plan (the “401(k) Plan”), all shares allocated to the accounts of participating employees will be voted or not voted by the trustee of the 401(k) Plan as directed by written instructions from the participating employees, and allocated shares for which no instructions are received and all unallocated shares will be voted by the trustee of the 401(k) Plan in the same proportion as the shares for which instructions are received. Voting instruction cards are being mailed to all participants in the 401(k) Plan. If a participant also owns shares outside the 401(k) Plan, the participant must return both the proxy card and the voting instruction card as indicated on those cards in order to cause all of their shares to be voted in accordance with their instructions. To be assured that the trustee will receive voting instruction cards on a timely basis, voting instruction cards for shares in the 401(k) Plan must be duly signed and received no later than March 9, 2018. The total number of shares in the 401(k) Plan as of the record date represents approximately 3.8% of the voting power of all classes of common stock outstanding as of the record date and entitled to vote at the Annual Meeting.

Internet Availability of Proxy Materials and Annual Report

This Proxy Statement and our 2017 Annual Report are also available on our website at www.heico.com under the heading “Investors.” Our website does not constitute a part of the Proxy Statement.

VOTING SECURITIES OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of HEICO Common Stock and Class A Common Stock by (i) each person who is known to us to be the beneficial owner of more than 5% of the outstanding Common Stock or Class A Common Stock; (ii) the Chief Executive Officer, the Chief Financial Officer and the other three most highly compensated executive officers; (iii) each of the members of the Board of Directors; and (iv) all directors and executive officers of the Company as a group. Information regarding our executive officers and directors is as of January 17, 2018 and information regarding certain other 5% shareholders is as of the date indicated in the corresponding footnote. Except as set forth below, the shareholders named below have sole voting and investment power with respect to all shares of Common Stock and Class A Common Stock shown as being beneficially owned by them. Information has been adjusted as necessary for all stock dividends and stock splits.



	Shares Beneficially Owned ⁽²⁾
	Common Stock			Class A Common Stock
Name and Address of Beneficial Owner ⁽¹⁾	Number	Percent		Number	Percent
(a) Certain beneficial owners:
Mendelson Reporting Group ⁽³⁾	7,595,561	17.10	%	1,536,135	2.42	%
Dr. Herbert A. Wertheim ⁽⁴⁾	4,334,166	10.27	%	4,318,983	6.81	%
Janus Henderson Group plc ⁽⁵⁾	—	—		7,149,136	11.27	%
Vanguard Group, Inc. ⁽⁶⁾	—	—		4,412,640	6.96	%
Blackrock, Inc. ⁽⁷⁾	—	—		4,107,622	6.48	%
Select Equity Group, L.P. ⁽⁸⁾	2,135,965	5.06	%	—	—

(b) Directors:
Thomas M. Culligan ⁽⁹⁾	—	—		8,522	*
Adolfo Henriques ⁽¹⁰⁾	—	—		23,675	*
Mark H. Hildebrandt ⁽¹¹⁾	—	—		39,903	*
Wolfgang Mayrhuber ⁽¹²⁾	56,590	*		93,765	*
Eric A. Mendelson ⁽¹³⁾	2,210,520	5.10	%	666,462	1.05	%
Laurans A. Mendelson ⁽¹⁴⁾	3,234,899	7.66	%	560,423	*
Victor H. Mendelson ⁽¹⁵⁾	2,150,142	4.96	%	730,632	1.15	%
Julie Neitzel ⁽¹⁶⁾	3,258	*		10,519	*
Dr. Alan Schriesheim ⁽¹⁷⁾	256,350	*		269,298	*
Frank J. Schwitter ⁽¹⁸⁾	—	—		4,701	*

(c) Executive officers listed in Summary Compensation Table who are not directors:
Carlos L. Macau, Jr. ⁽¹⁹⁾	1,173	*		215,054	*
Steven M. Walker ⁽²⁰⁾	5,912	*		34,582	*

All directors and executive officers as a group (13 persons) ⁽²¹⁾	8,164,419	18.28	%	2,275,353	3.55	%

All directors, executive officers, the HEICO Savings and Investment Plan and the Mendelson Reporting Group as a group ⁽²²⁾	9,669,437	21.65	%	3,693,714	5.77	%

______________________________________

* Represents ownership of less than 1%.


(1)	Unless otherwise indicated, the address of each beneficial owner identified is c/o HEICO Corporation, 3000 Taft Street, Hollywood, Florida 33021.

(2)

The number of shares of Common Stock and Class A Common Stock deemed outstanding as of January 17, 2018 includes (i) 42,213,345 shares of Common Stock; (ii) 63,423,039 shares of Class A Common Stock; and (iii) shares issuable upon exercise of stock options held by the respective person or group which are presently exercisable or which may be exercised within 60 days after January 17, 2018 as set forth below. Pursuant to the rules of the Securities and Exchange Commission, presently exercisable stock options and stock options that become exercisable within 60 days are deemed to be outstanding and beneficially owned by the person or group for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

(3)

The Mendelson Reporting Group consists of Laurans A. Mendelson; Eric A. Mendelson; Victor H. Mendelson; LAM Limited Partners, a partnership whose sole general partner is a corporation controlled by Arlene H. Mendelson, the wife of Laurans A. Mendelson; LAM Alpha Limited Partners, a partnership whose sole general partner is a corporation controlled by Laurans A. Mendelson; trusts for the benefit of Victor H. Mendelson’s immediate family members and whose Trustee is Victor H. Mendelson; EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by Eric A. Mendelson; trusts for the benefit of Eric A. Mendelson’s immediate family members and whose Trustee is Eric A. Mendelson; Mendelson International Corporation, a corporation whose stock is owned solely by Eric A. and Victor H. Mendelson and whose Chairman of the Board is Laurans A. Mendelson; VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by Victor H. Mendelson; the Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc., of which Laurans A. Mendelson is President; Victor H. Mendelson Revocable Investment Trust, whose grantor, sole presently vested beneficiary and trustee is Victor H. Mendelson; individual Keogh accounts for both Eric A. and Victor H. Mendelson; and shares of both Common Stock and Class A Common Stock owned by the children of both Eric A. and Victor H. Mendelson. Includes 2,205,322 shares of Common Stock and 156,248 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 17, 2018, 163,299 shares of Common Stock and 155,299 shares of Class A Common Stock held by the HEICO Savings and Investment Plan, and 7,494 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan. See Notes (13), (14) and (15) below. The address of the Mendelson Reporting Group is 825 Brickell Bay Drive, 16th Floor, Miami, Florida 33131.


(4)	Based on information in Dr. Wertheim’s latest filing dated March 7, 1995. The address of Dr. Wertheim is 191 Leucadendra Drive, Coral Gables, Florida 33156.

(5)

Based on information in a Schedule 13G filed on June 12, 2017, all shares may be deemed to be beneficially owned by Janus Henderson Group plc (“Janus Henderson”), a parent holding company, and on behalf of Janus Capital Management LLC, a registered investment adviser, who is the beneficial owner of 6,958,902 shares; or 10.97%, of Class A Common Stock, in which Janus Henderson has an indirect ownership stake of 100%; INTECH Investment Management, a registered investment adviser, who is the beneficial owner of 190,233 shares of Class A Common Stock, in which Janus Henderson has an indirect ownership stake of 100%; Perkins Investment Management LLC, a registered investment adviser, in which Janus Henderson has an indirect ownership stake of 100%; Geneva Capital Management LLC, a registered investment adviser, in which Janus Henderson has an indirect ownership stake of 100%; and Janus Triton Fund, a registered investment company, who is the beneficial owner of 3,381,258 shares, or 5.33%, of Class A Common Stock. The address of Janus Henderson is 201 Bishopsgate EC2M 3AE, United Kingdom. The address of Janus Triton Fund is 151 Detroit Street, Denver, Colorado 80206.

(6)

Based on information in a Schedule 13G/A filed on February 13, 2017, all shares are beneficially owned by Vanguard Group, Inc., a registered investment adviser, and on behalf of its wholly-owned subsidiaries, Vanguard Fiduciary Trust Company, who is the beneficial owner of 30,683 shares of Class A Common Stock and Vanguard Investments Australia, Ltd., who is the beneficial owner of 6,451 shares of Class A Common Stock. Vanguard Group, Inc. has sole and shared voting power over 33,652 and 3,482 shares of Class A Common Stock, respectively, and sole and shared dispositive power over 4,378,472 and 34,166 shares of Class A Common Stock, respectively. The address of Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(7)

Based on information in a Schedule 13G/A filed on January 25, 2018, all shares are beneficially owned by BlackRock, Inc., a parent holding company, and on behalf of its wholly owned subsidiaries (i) BlackRock International Limited; (ii) BlackRock Advisors, LLC; (iii) BlackRock (Netherlands) B.V.; (iv) BlackRock Institutional Trust Company, National Association; (v) BlackRock Asset Management Ireland Limited; (vi) BlackRock Financial Management, Inc.; (vii) BlackRock Japan Co., Ltd.; (viii) BlackRock Asset Management Schweiz AG; (ix) BlackRock Investment Management, LLC; (x) BlackRock Investment Management (UK) Limited; (xi) BlackRock Asset Management Canada Limited; (xii) BlackRock Investment Management (Australia) Limited; (xiii) BlackRock Advisors (UK) Limited; and (xiv) BlackRock Fund Advisors. BlackRock, Inc. has sole voting power over 3,862,213 shares, or 6.09%, of Class A Common Stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.


(8)	Based on information in a Schedule 13G filed on February 13, 2017, all shares may be deemed to be beneficially owned by Select Equity Group, L.P. ("Select LP") and George S. Loening, who is the majority owner of Select LP and managing member of its general partner. The address of Select LP and George S. Loening is 380 Lafayette Street, 6th Floor, New York, New York 10003.


(9)	Includes 7,544 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Thomas M. Culligan’s account.


(10)	Includes 17,975 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Adolfo Henriques’ account.


(11)	Includes 38,258 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Mark H. Hildebrandt’s account, and 1,645 shares of Class A Common Stock held in an Irrevocable Trust, whose trustees are Mark H. Hildebrandt's wife and daughter.


(12)	Includes 27,251 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan, and 8,414 shares of Class A Common Stock held in a non-qualified deferred compensation plan, both allocated to Wolfgang Mayrhuber’s accounts.

(13)

Includes 1,102,661 shares of Common Stock and 78,124 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 17, 2018; 314,175 shares of Common Stock held by EAM Management Limited Partners; 228,644 shares of Common Stock held by trusts for the benefit of Eric A. Mendelson’s immediate family members; 210,691 shares of Class A Common Stock held by Mendelson International Corporation; 88,678 shares of Common Stock and 84,316 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Eric A. Mendelson’s account; 12,183 shares of Common Stock and 8,064 shares of Class A Common Stock held in an individual Keogh account; and 3,619 shares of Common Stock and 4,166 shares of Class A Common Stock owned by Eric A. Mendelson’s children. Also includes 7,494 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Eric A. Mendelson's account. See Note (3) above.

(14)

Laurans A. Mendelson disclaims beneficial ownership with respect to 1,374,344 shares of Common Stock held by LAM Limited Partners, a partnership whose sole general partner is a corporation controlled by Arlene H. Mendelson; 210,691 shares of Class A Common Stock, which are held in the name of Mendelson International Corporation; and 70,855 shares of Common Stock and 39,176 shares of Class A Common Stock, which were donated to and are presently held by the Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc., of which Mr. Mendelson is President. Includes 1,788,455 shares of Common Stock and 309,023 shares of Class A Common Stock held solely by Mr. Mendelson or LAM Alpha Limited Partners. Also includes 1,245 shares of Common Stock and 1,533 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Laurans A. Mendelson’s account. See Notes (3), (13) and (15).

(15)

Includes 1,102,661 shares of Common Stock and 78,124 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 17, 2018; 372,255 shares of Common Stock and 109,763 shares of Class A Common Stock held by trusts for the benefit of Victor H. Mendelson’s immediate family members; 210,691 shares of Class A Common Stock held by Mendelson International Corporation; 138,013 shares of Common Stock held by VHM Management Limited Partners; 73,376 shares of Common Stock and 69,450 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Victor H. Mendelson’s account; 23,046 shares of Common Stock and 6,773 shares of Class A Common Stock held by the Victor H. Mendelson Revocable Investment Trust; 3,810 shares of Common Stock and 15,311 shares of Class A Common Stock owned by Victor H. Mendelson’s children; and 738 shares of Common Stock and 12,908 shares of Class A Common Stock held in an individual Keogh account. See Note (3) above.

(16)

Includes 1,909 shares of Common Stock and 1,196 shares of Class A Common Stock held in an individual retirement account. Julie Neitzel disclaims beneficial ownership with respect to 1,037 shares of Common Stock and 776 shares of Class A Common Stock, which are held by Julie Neitzel's son. Also includes 7,569 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Julie Neitzel’s account.

(17)

Includes 246,874 shares of Common Stock and 254,111 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 17, 2018. Also includes 7,148 shares of Common Stock and 5,134 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Dr. Schriesheim’s account and 8,390 shares of Class A Common Stock held by the estate of Dr. Schriesheim’s spouse.


(18)	Includes 195 shares of Class A Common Stock held by Frank J. Schwitter's spouse.


(19)	Includes 208,008 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 17, 2018. Also includes 1,173 shares of Common Stock and 1,188 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Carlos L. Macau, Jr.’s account.


(20)	Includes 27,838 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 17, 2018. Also includes 5,912 shares of Common Stock and 5,281 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Steven M. Walker’s account.

(21)

Includes 2,452,196 shares of Common Stock and 646,205 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 17, 2018. The total for all directors and executive officers as a group (13 persons) also includes 170,695 shares of Common Stock and 162,080 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to accounts of the executive officers pursuant to the Plan. Also includes 7,148 shares of Common Stock and 111,225 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and 8,414 shares of Class A Common Stock held in a non-qualified deferred compensation plan, both allocated to the accounts of the directors pursuant to these plans.

(22)

Includes 7,595,561 shares of Common Stock and 1,536,135 shares of Class A Common Stock owned by the Mendelson Reporting Group and 1,675,713 shares of Common Stock and 1,580,441 shares of Class A Common Stock held by the HEICO Savings and Investment Plan, of which 1,674,942 shares of Common Stock and 1,579,657 shares of Class A Common Stock are allocated to participants in the Plan, including 170,695 shares of Common Stock and 162,080 shares of Class A Common Stock allocated to the directors and executive officers as a group, and of which 771 shares of Common Stock and 784 shares of Class A Common Stock are unallocated as of January 17, 2018.

PROPOSAL TO ELECT DIRECTORS

(Proposal No. 1)

Each of the ten individuals named in the table below has been nominated by our Board of Directors for election to the Board at the Annual Meeting to serve until the next annual meeting or until their successor is elected and qualified. All of the nominees are currently serving on the Board of Directors. The Board has no reason to believe that any of the nominees will not be a candidate or will be unable to serve.



Name	Age	Corporate Office or Position	Director Since
Thomas M. Culligan	66	Director	2014
Adolfo Henriques	64	Director	2011
Mark H. Hildebrandt	61	Director	2008
Wolfgang Mayrhuber	70	Director	2001
Eric A. Mendelson	52	Co-President and Director; President and Chief	1992
		Executive Officer of the HEICO Flight Support Group
Laurans A. Mendelson	79	Chairman of the Board; Chief Executive	1989
		Officer; and Director
Victor H. Mendelson	50	Co-President and Director; President and Chief	1996
		Executive Officer of the HEICO Electronic
		Technologies Group
Julie Neitzel	58	Director	2014
Dr. Alan Schriesheim	87	Director	1984
Frank J. Schwitter	84	Director	2006

Business Experience of Nominees

Thomas M. Culligan has been in the Aerospace and Defense industry for more than forty years, serving in senior management positions at the Raytheon Company, Honeywell International and McDonnell Douglas Corporation. Prior to that, following his service in the U.S. Air Force, Mr. Culligan was Legislative Director for U.S. Congressman Earl Hutto and Chief of Staff for a Florida Secretary of State. From 2001 until December 2013, Mr. Culligan was Senior Vice President of the Raytheon Company for Business Development and Strategy. He was also concurrently the Chairman and Chief Executive Officer of Raytheon International, Incorporated. In these roles, he was responsible for worldwide sales and marketing, Raytheon's international business and its government relations and operations. He was also responsible for developing and leading the execution of Raytheon's business strategy. Prior to joining Raytheon, Mr. Culligan was Honeywell's Vice President and General Manager of Defense and Space, with worldwide responsibility for all related sales, marketing and government relations. He also directed Honeywell's aerospace operations in Europe, Russia, the Middle East and Africa. He also held line management and profit and loss responsibilities for the company's defense aftermarket business and its technical services subsidiary. Before joining Honeywell, Mr. Culligan held executive positions with McDonnell Douglas, including Corporate Vice President of Program Development and Marketing and Vice President and General Manager of Government Affairs. Mr. Culligan is currently retired and serves as a member of the Board of Directors of CPS Technologies Corporation, a member of the Board of Advisors of M International, and a member of the Foundation Board of Florida State University. Mr. Culligan is considered an "independent" director under NYSE rules.

The Board believes that Mr. Culligan's broad and deep Aerospace and Defense industry experience, coupled with his intimate knowledge of international sales and government relations, add important insight and advice to the Board's activities.

Adolfo Henriques is Vice Chairman of The Related Group, a real estate development company headquartered in Miami, Florida and also serves as Chairman and immediate past Chief Executive Officer of

Gibraltar Private Bank and Trust, a private banking and wealth management company. From 2005 until its sale in December 2007, Mr. Henriques was Chairman, President and Chief Executive Officer of NYSE-listed Florida East Coast Industries, having served on its Board since 1998 and having been Chairman of its Audit Committee, as well as a member of its Governance Committee. From 1998 until 2005, he served as Chief Executive Officer of the South Region for Regions Bank (and its predecessor, Union Planters Bank). Prior to joining Regions Bank, Mr. Henriques served in executive capacities at Bank of America’s predecessor banks since 1986, including positions as Chairman of NationsBank in South Florida and Executive Vice President of Barnett Bank. He began his career as a Certified Public Accountant. Mr. Henriques was appointed by the Governor of the State of Florida as Chairman of the Financial Oversight Board for the City of Miami. Mr. Henriques served on the Board of Directors of Boston Private Financial Holdings, Inc. from 2007 until February 2011 when he joined Gibraltar Private Bank and Trust. Mr. Henriques also serves on the Board of Intcomex, Inc. Mr. Henriques is the Chairman of the Miami-Dade Cultural Affairs Council. Mr. Henriques is considered an “independent” director under NYSE rules.

The Board believes that Mr. Henriques’ broad experience in the banking industry, his history as the CEO of a publicly-held company and his prior board experience will be valuable to the Board’s activities, especially as they pertain to governance, oversight and financial matters.

Mark H. Hildebrandt began his legal career as an Assistant State Attorney at the Miami-Dade County State Attorney’s Office. In 1986, Mr. Hildebrandt went into private practice and has been the president and sole owner of Mark H. Hildebrandt, P.A., a law firm with offices in Miami-Dade and Broward counties, Florida. In 2004, while continuing with his own firm, he became a partner in the law firm of Waldman Trigoboff Hildebrandt & Calnan, P.A., a full-service boutique law firm. He has practiced law continuously for 34 years and specializes in complex corporate litigation and business law. Mr. Hildebrandt is the Vice Chairman of the Board of Trustees of Mount Sinai Medical Center in Miami Beach, Florida. He previously served from 2007 to 2011 as the President of the Mount Sinai Medical Center Foundation. He is a current member of the Executive Committee of both the Board of Trustees and the Foundation. Additionally, he is the Chairman of the Compensation Committee, a member of the Finance and Investment Committee, a member of the Audit Committee, Chairman of the Trustee Services Committee, and former Chairman of the Finance Committee of the Board of Trustees of the Mount Sinai Medical Center. Mr. Hildebrandt formerly served as a member of the Board of Directors of Easter Seals of Miami-Dade County, Florida, and has served in numerous other local civic posts. Mr. Hildebrandt is considered an “independent” director under NYSE rules.

Mr. Hildebrandt’s significant legal expertise and other business experience assist the Board in evaluating various matters. Given the Company’s complexity and its global activities, the Board believes Mr. Hildebrandt’s experience in complex commercial litigation, contract and employment disputes and intellectual property helps the Board in minimizing legal exposure, and in so doing, helps protect the Company’s and its shareholders’ interests. Mr. Hildebrandt’s experience as a member of the board and related committees for other companies enhances his ability to evaluate business issues.

Wolfgang Mayrhuber was elected to our Board of Directors in 2001 after serving as Advisor to the Board of Directors of the Company since 1997. He served as Chairman of the Supervisory Board of Deutsche Lufthansa AG ("Lufthansa") from May 2013 to September 2017 and previously served as their Chairman of the Executive Board and Chief Executive Officer from June 2003 until December 2010. From 1970 to 2017, he served with Lufthansa and has held various senior management positions, including those of Executive Vice President and Chief Operating Officer Technical at Lufthansa, Chairman of the Executive Board of Lufthansa Technik AG and President of Passenger Airlines of Lufthansa. He was appointed to the Executive Board of Lufthansa in 2001. He is also the Chairman of the Supervisory Board of Infineon Technologies, a major global semiconductor manufacturer. Additionally, Mr. Mayrhuber is a former member of the supervisory board of Munich RE Group and the supervisory board of BMW AG. Mr. Mayrhuber is considered an “independent” director under NYSE rules.

Mr. Mayrhuber has over 45 years of multi-faceted experience in the global airline and aircraft maintenance industries. His senior leadership history at Lufthansa, a global leader in the aviation industry, and his background as a mechanical engineer provide him with deep operational, technical and strategic knowledge that benefits the Board of Directors. In addition to his service on several boards and related committees, Mr. Mayrhuber has significant

international business experience, as well as extensive relationships with airlines and aircraft maintenance organizations throughout the world, which experience and relationships are important to the Board.

Eric A. Mendelson has been an employee of the Company since 1990, serving in various capacities. Mr. Mendelson has served as our Co-President since October 2009 and served as our Executive Vice President from 2001 through September 2009. Mr. Mendelson has also served as President and Chief Executive Officer of the HEICO Flight Support Group since its formation in 1993, as well as President of various Flight Support Group subsidiaries. Mr. Mendelson is a co-founder, and, since 1987, has been Managing Director of Mendelson International Corporation, a private investment company, which is a shareholder of HEICO. In addition, Mr. Mendelson is a member of the Advisory Board of Trustees of Mount Sinai Medical Center in Miami Beach, Florida and Immediate Past Chairman of the Board of Trustees of Ransom Everglades School in Coconut Grove, Florida, as well as a member of the Board of Visitors of the Columbia College in New York City. Eric Mendelson is the son of Laurans Mendelson and the brother of Victor Mendelson. Eric Mendelson is considered an “inside” director under NYSE rules.

As the principal architect of the Company’s parts development program since its commencement in 1992, Eric Mendelson has unique knowledge in the FAA-approved aircraft replacement parts industry which the Company pioneered under his leadership. Mr. Mendelson is well versed in the marketplace for the Company’s products and he has deep experience with the Company’s Team Members, customers and shareholders. His 28 years of progressive experience with running and growing the business render him a valuable resource to the Board. Eric Mendelson and his family are significant Company shareholders.

Laurans A. Mendelson has served as our Chairman of the Board since December 1990. He has also served as our Chief Executive Officer since February 1990 and served as our President from September 1991 through September 2009. Mr. Mendelson is a member of the Board of Governors of the Aerospace Industries Association ("AIA") in Washington, D.C., of which HEICO is a member. He is the former Chairman of the Board of Trustees, former Chairman of the Executive Committee and a current member of the Society of Mount Sinai Founders of Mount Sinai Medical Center in Miami Beach, Florida. In addition, Mr. Mendelson is a Trustee Emeritus of Columbia University in The City of New York, where he previously served as Trustee and Chairman of the Trustees’ Audit Committee. Early in his career, Mr. Mendelson was licensed as a Certified Public Accountant in the states of Florida and New York. Mr. Mendelson's license is currently inactive and he no longer practices as a Certified Public Accountant. Laurans Mendelson is the father of Eric Mendelson and Victor Mendelson. Laurans Mendelson is considered an “inside” director under NYSE rules.

The Board believes that Mr. Mendelson’s 28 years of solid and successful leadership of the Company, his demonstrated expertise and vast experience in the aerospace and electronic technologies industries and his background in finance, accounting and audit, make him ideally suited to serve on the Board. The impact of Mr. Mendelson’s investment and acquisition acumen has led directly to the significant growth of the Company since 1990; he has a unique ability to recognize and capitalize on growth opportunities at the opportune time. Laurans Mendelson and his family are significant Company shareholders.

Victor H. Mendelson has been associated with the Company since 1990, serving in various capacities. Mr. Mendelson has served as our Co-President since October 2009 and served as our Executive Vice President from 2001 through September 2009. Mr. Mendelson has also served as President and Chief Executive Officer of the HEICO Electronic Technologies Group since its formation in September 1996. He served as General Counsel of the Company from 1993 to 2008 and Vice President of the Company from 1996 to 2001. In addition, Mr. Mendelson was the Chief Operating Officer of the Company’s former MediTek Health Corporation subsidiary from 1995 until its profitable sale in 1996. Mr. Mendelson is a co-founder, and, since 1987, has been President of Mendelson International Corporation, a private investment company, which is a shareholder of HEICO. Mr. Mendelson is a former Director and Audit Committee member of NASDAQ-listed Terrapin 3 Acquisition Corp. Mr. Mendelson is Chairman of the Board of Visitors of Columbia College in New York City, a Trustee of St. Thomas University in Miami Gardens, Florida, a Director of Boys & Girls Clubs of Miami-Dade and is a Director and Past President of the Board of Directors of the Florida Grand Opera. Victor Mendelson is the son of Laurans Mendelson and the brother of Eric Mendelson. Victor Mendelson is considered an “inside” director under NYSE rules.

The Board believes that Mr. Mendelson’s experience and expertise, garnered by serving the Company in a variety of roles over the past 28 years, make him uniquely qualified to serve on the Board because he understands the Company’s operations and strategy very well. As the founder of the Company’s Electronic Technologies Group, he has extensive knowledge and experience in the electronic technologies and defense segments of the business, which have experienced significant growth under his stewardship. Further, as the Company’s former General Counsel for 15 years, he is familiar with the Company’s matters, including contractual relationships and the Company’s numerous acquisitions. Victor Mendelson and his family are significant Company shareholders.

Julie Neitzel is a Partner with WE Family Offices, an independent, financial advisory and wealth management firm. Ms. Neitzel advises entrepreneurs in areas including acquisition and financing of closely-held businesses, real estate portfolio acquisition and management, investment capital management, estate planning, beneficiary mentoring and education, in addition to other aspects of multi-generational planning. Prior to joining WE Family Offices in January 2013, she served as President of the Miami-based operation of GenSpring Family Offices, a leading wealth management firm for over ten years. Her previous professional roles include Director of Trivest Partners, a private equity firm where she worked on the aviation portfolio company team and other firm matters; President of PLC Investments, a private investment company where she led the firm's strategy on direct company investments, real estate and global financial market investments, in addition to serving on private company boards. Prior to those positions, she held key management roles with Citicorp, Chase Manhattan Bank and Clark Equipment Company. Ms. Neitzel is considered an "independent" director under NYSE rules.

Ms. Neitzel brings to the Board extensive knowledge and expertise in acquisitions, business strategy, banking and finance gained through her many years of experience in the financial advisory industry.

Dr. Alan Schriesheim is retired from the Argonne National Laboratory, where he served as Director from 1984 to 1996, and currently holds the distinction of Director Emeritus. From 1983 to 1984, he served as Senior Deputy Director and Chief Operating Officer of Argonne. From 1956 to 1983, Dr. Schriesheim served in a number of capacities with Exxon Corporation in research and administration, including positions as General Manager of the Engineering Technology Department for Exxon Research and Engineering Co. and Director of Exxon’s Corporate Research Laboratories. Dr. Schriesheim is also a member of the Board of the Children’s Memorial Hospital of Chicago, Illinois, the President and Co-Founder of the Chicago Council on Science and Technology, and is a member of the National Academy of Engineering. Dr. Schriesheim is considered an “independent” director under NYSE rules.

Dr. Schriesheim has deep experience and is accomplished in business, science and technology. His background in senior management of organizations involved with advanced technological developments and his advocacy for continuous technology development are important to the Board’s evaluation of the Company’s operations and potential acquisitions. The Board believes that Dr. Schriesheim’s international business experience through numerous economic cycles provides the Board with a stable perspective which is useful in navigating complex business judgments.

Frank J. Schwitter has been a partner with the investment firm, 1624 Capital LLC since February 2013. In 2014, he was appointed to the Accounting and Audit Committee of the New York Athletic Club. Mr. Schwitter has also been engaged principally as a consultant for law and accounting firms from 1998 to 2010. From 1996 to 1998, Mr. Schwitter served as Senior Business Advisor and Technical Consultant to Prasetio Utomo & Co. in Indonesia. Prior to 1996, Mr. Schwitter served 38 years with Arthur Andersen LLP, where he was a partner and the Managing Director of the Firm’s International Business Program from 1982 to 1996. Mr. Schwitter also served as an officer and director of a number of business organizations including the Foreign Policy Association, the Business Council for International Understanding, Council of the Americas, the Long Island Association of Business and the Huntington Chamber of Commerce. From 1998 to 2003, Mr. Schwitter served on the Technical Standards Committee of the American Institute of Certified Public Accountants (“AICPA”) and he remains a member of the AICPA. Mr. Schwitter is a Certified Public Accountant in New York State. Additionally, Mr. Schwitter is a veteran of the United States Air Force. Mr. Schwitter is considered an “independent” director under NYSE rules.

Mr. Schwitter brings to the Board a wealth of knowledge in finance and accounting at both the domestic and international levels. His prior experience as a partner of one of the largest accounting firms at that time, has provided him with a solid foundation from which to assess and advise on the Company’s internal controls, financial strategy, financial reporting and interactions with the Company’s independent registered public accounting firm. His strong leadership skills, acquired during many years of senior management, are a complement to the Board’s composition.

Board Leadership Structure

Within the Board’s purview is the determination as to whether the roles of Chief Executive Officer and Chairman of the Board should be combined or separate. HEICO believes a combined role of Chairman of the Board and Chief Executive Officer, along with Board committees that are chaired by independent directors (with the exception of the Executive Committee chaired by Mr. Laurans Mendelson) is the appropriate leadership structure for the Company at this time, and is one that provides exceptional value to HEICO and its shareholders. Mr. Mendelson has vast expertise in the aerospace, defense and electronics industries and a proven track record of successful leadership, as evidenced by HEICO's substantial and consistent revenue, net income, cash flow and share value growth in the past 28 years, even though the period saw several economic downturns. The combined role fosters open communication between the Board and management team, provides both groups with unified leadership and promotes efficient development and execution of the Company’s strategic plan.

The independent directors meet as frequently as they desire, but at least once per year, in an executive session. The independent directors elect a presiding director to act as the lead independent director for each executive session among the chairs of the committees of the Board on a rotating basis.

Board Risk Oversight

While the Company’s management team takes primary responsibility for risk management, the Board plays a large role in the oversight, evaluation and strategy for handling the material risks facing the Company. The risk environment in which HEICO currently operates includes a variety of risks, both financial and operational, some of which may manifest themselves in unforeseen ways, which may affect our ability to anticipate, fully comprehend, mitigate or respond to them. At regular intervals, HEICO’s management team presents the Board with reports on the status of critical risks that are currently affecting or have the potential to impact the business. These reports are designed to provide the Board with timely identification of the nature of any risks, so they may respond appropriately.

The Board addresses risk management at both the full Board and Committee levels. The full Board oversees risks that may impact HEICO and its subsidiaries as a whole, with particular emphasis on operational and

strategic risk; while each Committee oversees specific areas of risk within its purview. The Finance/Audit Committee is responsible for oversight of HEICO’s financial risks, including the adequacy of internal controls, compliance, financial reporting, and tax positions. To this end, the Finance/Audit Committee meets regularly with the Company’s internal and external auditors to ensure visibility into pending risks and the mitigation of the financial and non-financial impact of these risks. The Nominating and Corporate Governance Committee is responsible for the oversight of the Company’s directorship policies and practices, succession planning and the evaluation and recommendation of qualified Board candidates. Other Board committees also consider areas of risk within their particular subject matter, for example, the Compensation Committee considers the areas of risk related to the compensation policy and programs of the Company.

Director Independence

The Board of Directors has determined that Mr. Culligan, Mr. Henriques, Mr. Hildebrandt, Mr. Mayrhuber, Ms. Neitzel, Dr. Schriesheim, Mr. Schwitter and Mr. Higginbottom (who passed away in November 2016) have met the standards of independence as set forth in the Company’s Corporate Governance Guidelines, which are consistent with the standards established by the NYSE.

The full Board of Directors discussed and reviewed whether each director was “independent” under NYSE rules. The Board of Directors has used these rules to determine whether each director is independent. These rules state that a director who has a “material” relationship with the Company will be deemed an “inside” or “non-independent” director. As Laurans, Eric and Victor Mendelson are all employed in executive positions with the Company, they are deemed “inside” or “non-independent” directors.

As noted above, Mr. Mayrhuber served as Chairman of the Supervisory Board of Lufthansa from May 2013 to September 2017 and previously served as their Chairman of the Executive Board and Chief Executive Officer from June 2003 until December 2010. A Lufthansa subsidiary is a customer of the Company’s Flight Support Group and owns 20% of certain subsidiaries of the Flight Support Group. However, the Company’s fiscal 2017 sales to Lufthansa and all of its subsidiaries constituted less than 1% of Lufthansa’s consolidated annual revenues, and, in addition, neither Lufthansa nor Mr. Mayrhuber receive any remuneration from the Company other than Mr. Mayrhuber’s standard director fees paid to him for service as a member of the Board of Directors of the Company. As a result, the Board of Directors concluded that Mr. Mayrhuber is an “independent” director under NYSE rules.

As Mr. Culligan, Mr. Henriques, Mr. Hildebrandt, Mr. Mayrhuber, Ms. Neitzel, Dr. Schriesheim, and Mr. Schwitter and their employers lack material relationships with the Company, they are deemed “independent” under NYSE rules. The Board of Directors reviewed and confirmed these conclusions.

Board Committees

The Board of Directors has the following standing committees: an Executive Committee, a Nominating and Corporate Governance Committee, a Compensation Committee, a Finance/Audit Committee, an Environmental, Safety and Health Committee, and a Stock Option Plan Committee. From time to time, special committees for a limited purpose and duration may be established. Committee member appointments to the standing committees are re-evaluated annually and approved by the Board of Directors at its next regularly scheduled meeting that follows the Annual Meeting of Shareholders. Information regarding each of the standing committees follows.

The Executive Committee has such powers as are delegated by the Board of Directors, which may be exercised while the Board of Directors is not in session, provided such powers are not in conflict with specific powers conferred to other committees or are otherwise contrary to law. The Executive Committee did not meet in fiscal 2017 and its members consist of Mr. Laurans Mendelson (Committee Chairman), Mr. Mayrhuber, and Dr. Schriesheim. Mr. Higginbottom was also a member until he passed away in November 2016.

The Nominating and Corporate Governance Committee assists the Board of Directors in identifying and recommending to the Board qualified individuals to be nominated as directors; makes recommendations concerning committee membership and appointments; periodically reviews and recommends to the Board of Directors updates to the Company’s Corporate Governance Guidelines; assists the Board and the Company in interpreting and applying the Company’s Corporate Governance Guidelines and Code of Business Conduct; and oversees the annual evaluation of management and of the Board of Directors. The Nominating and Corporate Governance Committee met three times in fiscal 2017 and its members consist of Mr. Hildebrandt (Committee Chairman) and Dr. Schriesheim. Mr. Higginbottom was Committee Chairman until he passed away in November 2016. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is “independent” in accordance with the NYSE’s listing standards.

Prior to nominating an existing director for re-election to the Board of Directors, the Nominating and Corporate Governance Committee will consider the existing director’s independence, if required, skills, performance and meeting attendance. The Nominating and Corporate Governance Committee will consider candidates recommended by shareholders (see the caption “Shareholder Proposals and Nominations” contained herein). All candidates will be reviewed in the same manner, regardless of the source of recommendation. In evaluating candidates for potential director nomination, the Nominating and Corporate Governance Committee will consider, among other things, candidates that are independent, if required; who possess personal and professional integrity; have good business judgment, relevant experience and skills; and who would be effective as a director in conjunction with the full Board of Directors in collectively serving the long-term interests of our shareholders.

While we do not have a formal policy on diversity, when considering the selection of director nominees, the Nominating and Corporate Governance Committee considers individuals with diverse backgrounds, viewpoints, accomplishments, cultural background and professional expertise, among other factors.

The Compensation Committee reviews and approves compensation of our officers, key employees and directors. For further information on the Compensation Committee’s processes and procedures for consideration and determination of executive compensation, see the "Compensation Discussion and Analysis" section contained herein. Pursuant to the terms of its charter, the Compensation Committee may form and delegate any or all of its responsibilities to subcommittees, as it deems appropriate. In addition, the Compensation Committee reviews and discusses with management the Compensation Discussion and Analysis and based on the review and discussion, recommends its inclusion in the proxy statement. The Compensation Committee met four times in fiscal 2017 and its members consist of Mr. Hildebrandt (Committee Chairman), Ms. Neitzel, and Dr. Schriesheim. Mr. Higginbottom was Committee Chairman until he passed away in November 2016. The Board of Directors has determined that each member of the Compensation Committee is “independent” in accordance with the NYSE’s listing standards. The report of the Compensation Committee regarding the Compensation Discussion and Analysis is contained herein.

The Finance/Audit Committee oversees the quality and integrity of our accounting, auditing, internal control and financial reporting practices, including the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The Finance/Audit Committee also advises the Board of Directors regarding transactions presenting a potential conflict of interest between the Company and any member of the Board of Directors or any executive officer. The Finance/Audit Committee met four times in fiscal 2017 and its members consist of Mr. Schwitter (Committee Chairman), Mr. Henriques, Mr. Hildebrandt, Ms. Neitzel and Dr. Schriesheim. Mr. Higginbottom was also a member until he passed away in November 2016. The Board of Directors has determined that each member of the Finance/Audit Committee is “financially literate” and “independent” in accordance with the NYSE’s listing standards and that Mr. Schwitter is an “audit committee financial expert,” as defined by the Securities and Exchange Commission. The report of the Finance/Audit Committee is contained herein.

The Environmental, Safety and Health Committee meets with our senior management and oversees compliance in all matters relating to federal and state environmental, safety and health regulations. The Environmental, Safety and Health Committee met four times in fiscal 2017 and its members consist of Dr. Schriesheim (Committee Chairman), Mr. Culligan, Mr. Mayrhuber, Mr. Eric Mendelson, and Mr. Victor Mendelson. The Environmental, Safety and Health Committee also visits our operating locations on a periodic basis.

The Stock Option Plan Committee administers our stock option plans and has authority to grant options, to determine the persons to whom and the times at which options are granted, and to determine the terms and provisions of each grant. The Stock Option Plan Committee met four times in fiscal 2017 and its members consist of Mr. Hildebrandt (Committee Chairman) and Mr. Henriques. Mr. Higginbottom was also a member until he passed away in November 2016.

The Nominating and Corporate Governance Committee, Compensation Committee and the Finance/Audit Committee are governed by written charters relating to corporate governance matters. All Board of Directors Committee Charters, Corporate Governance Guidelines, as well as HEICO’s Code of Ethics and Business Conduct are located on HEICO’s website at www.heico.com.

Board Meetings

During the fiscal year ended October 31, 2017, the Board of Directors held four meetings. Each of the directors attended 75% or more of the meetings of the Board of Directors and committees on which they served in fiscal 2017. We do not have a formal policy regarding attendance by members of the Board of Directors at the Annual Meeting of shareholders, but we encourage directors to attend and historically, most have done so. All ten of the members of the Board of Directors attended the 2017 Annual Meeting of Shareholders.

Compensation Committee Interlocks and Insider Participation

Mr. Hildebrandt, Ms. Neitzel, Dr. Schriesheim and Mr. Higginbottom (who passed away in November 2016) served as members of the Compensation Committee during fiscal 2017. No member of the Compensation Committee was an officer or employee of the Company during fiscal 2017 or was formerly an officer of the Company. During the fiscal year ended October 31, 2017, none of HEICO’s executive officers served on the board of directors or compensation committee of any other entity whose directors or executive officers served either on HEICO’s Board of Directors or on HEICO’s Compensation Committee.

Compensation of Directors

Effective September 19, 2017, our directors receive an annual retainer of $175,000 and are required to purchase shares of HEICO common stock equivalent to approximately 63% of the annual retainer ($110,000). Prior to September 19, 2017, our directors received an annual retainer of $170,000 and were required to purchased shares of HEICO common stock equivalent to approximately 65% of the annual retainer ($110,000). Directors may purchase these shares on their own behalf or have the Company complete the purchases for them using funds the Company withholds from their retainers.

Directors are paid a fee of $2,000 for each regular Board of Directors meeting attended and members of committees of the Board of Directors are paid a $9,500 annual retainer for each committee served and $1,200 for attendance at each committee meeting or site visit. In addition, committee chairmen are paid an annual retainer of $10,500 for each committee chaired.

The Directors’ Retirement Plan, which was adopted in 1991 in order to facilitate director retirements and covered our then current directors, was amended as of November 2003 to effectively freeze vested benefits. One of our current ten directors is covered under the Directors’ Retirement Plan and he will receive annually $19,000 payable in quarterly installments. At the election of such director, these quarterly payments begin either at age 70 or upon retirement from the Board of Directors and continue for the same period of time that the participant served on the Board of Directors, not to exceed ten years. In addition, payments are presently being made to the estate of a former director who was covered under the Directors' Retirement Plan. During fiscal 2017, $2,072 was accrued pursuant to the Directors' Retirement Plan and $19,000 was paid to the estate of a former director.

Director Compensation Table

The table below summarizes the compensation paid to our non-employee directors during fiscal 2017.



Name	Fees Earned or Paid in Cash		Option Awards ⁽¹⁾		Non-qualified Deferred Compensation Earnings ⁽²⁾		All Other Compensation ⁽³⁾		Total

Thomas M. Culligan		$197,684		$—		$—		$—		$197,684

Adolfo Henriques	207,184		—		—		—		207,184

Samuel L. Higginbottom⁽⁴⁾	—		—		—		—		—

Mark H. Hildebrandt	251,637		—		—		—		251,637

Wolfgang Mayrhuber	197,984		—		—		—		197,984

Julie Neitzel	207,184		—		—		—		207,184

Dr. Alan Schriesheim	265,769		—		—		—		265,769

Frank J. Schwitter	198,969		—		—		—		198,969

______________________________________


(1)	No stock options were granted to any non-employee director in fiscal 2017. As of October 31, 2017, the only non-employee director holding options was Dr. Schriesheim who held options for 246,874 shares of Common Stock and 254,111 shares of Class A Common Stock (adjusted as necessary for all stock dividends and stock splits).


(2)	There were no above-market or preferential earnings on deferred compensation.


(3)	The aggregate value of perquisites and other personal benefits is less than $10,000 per non-employee director.


(4)	Mr. Higginbottom passed away November 13, 2016.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES.

COMPENSATION DISCUSSION AND ANALYSIS

Our compensation methods and their results have remained essentially the same during the past several years, so this Compensation Discussion & Analysis ("CD&A"), which is submitted by the Compensation Committee of the Company’s Board of Directors (the "Committee"), is again similar to the prior year's CD&A. This CD&A should be read in conjunction with the compensation tables contained elsewhere in this proxy statement. References to our "named executive officers" in this CD&A are to the persons set forth in the compensation tables.

Our shareholders adopted an annual interval for "management say on pay" review. Accordingly, our shareholders last voted on the matter at our Annual Meeting in 2017 and approved, on an advisory basis, the compensation of our named executive officers. Our existing compensation policies and decisions are consonant with our compensation philosophy and objectives discussed below and align the interests of our named executive officers with the Company's short and long term goals.

Compensation Background Data

Substantial Growth

For more than two decades, the Committee has applied the same deliberate and consistent principles which have succeeded in retaining and incentivizing our management over a long period of time. Accordingly, when setting compensation, the Committee considers the following key facts:


•	HEICO achieved compound annual growth in Total Shareholder Return⁽¹⁾ of 23% from 1990 through December 31, 2017


•	HEICO achieved 18% compound annual net income growth from fiscal 1990 through fiscal 2017


•	HEICO achieved 16% compound annual sales growth from fiscal 1990 through fiscal 2017


•	HEICO achieved 21% compound annual cash flow from operations growth from fiscal 1990 through fiscal 2017

The following four pages display the net sales and net income growth for the past twenty-seven years and the Total Shareholder Return which investors who held HEICO shares would have experienced over the past three years and the past twenty-seven years (which includes the time since current management took office).

__________________________________

(1) Total Shareholder Return is the change in share price, as adjusted for stock splits and stock dividends, and all cash dividends, assuming reinvestment of those dividends in our Company's shares.



	Twenty-Seven Year Net Sales and Net Income Results (in thousands)
	1990		1991		1992			1993		1994		1995
Net Sales		$26,239		$25,368		$21,729			$25,882		$19,212		$25,613
Net Income	1,961		2,363		(580		)	728		640		1,437



	1996		1997		1998		1999		2000		2001
Net Sales		$34,565		$63,674		$95,351		$141,269		$202,909		$171,259
Net Income	3,665		7,019		10,509		16,337		27,739		15,833



	2002		2003		2004		2005		2006		2007
Net Sales		$172,112		$176,453		$215,744		$269,647		$392,190		$507,924
Net Income	15,226		12,222		20,630		22,812		31,888		39,005



	2008		2009		2010		2011		2012		2013
Net Sales		$582,347		$538,296		$617,020		$764,891		$897,347		$1,008,757
Net Income	48,511		44,626		54,938		72,820		85,147		102,396



	2014		2015		2016		2017
Net Sales		$1,132,311		$1,188,648		$1,376,258		$1,524,813
Net Income	121,293		133,364		156,192		185,985

The following graph and table compare the Total Shareholder Return on $100 invested in HEICO Common Stock and HEICO Class A Common Stock with the Total Shareholder Return on $100 invested in an Aerospace Company Peer Group for the three-year period from October 31, 2014 through October 31, 2017. The Aerospace Company Peer Group is comprised of twenty-one of the twenty-two companies used in preparing the Company’s fiscal 2017 compensation benchmark analysis. Please note one company was omitted from the table below as they were not a listed company for the full three-year duration presented. See within the "Determining Compensation Levels" section on page 23 for a list of the company names. The total returns include the reinvestment of cash dividends.



	Cumulative Total Shareholder Return as of October 31,
	2014	2015	2016	2017
HEICO Common Stock	$100.00	$93.22	$125.20	$210.52
HEICO Class A Common Stock	100.00	95.76	131.97	209.77
Aerospace Company Peer Group	100.00	90.27	95.92	131.13

The following graph and table compare the Total Shareholder Return on $100 invested in HEICO Common Stock and HEICO Class A Common Stock with the Total Shareholder Return on $100 invested in the NYSE Composite Index and the Dow Jones U.S. Aerospace Index for the three-year period from October 31, 2014 through October 31, 2017. The NYSE Composite Index measures the performance of all common stocks listed on the NYSE. The Dow Jones U.S. Aerospace Index is comprised of large companies which make aircraft, major weapons, radar and other defense equipment and systems as well as providers of satellites and spacecraft used for both commercial and defense purposes. The total returns include the reinvestment of cash dividends.



	Cumulative Total Shareholder Return as of October 31,
	2014	2015	2016	2017
HEICO Common Stock	$100.00	$93.22	$125.20	$210.52
HEICO Class A Common Stock	100.00	95.76	131.97	209.77
NYSE Composite Index	100.00	96.46	96.65	113.79
Dow Jones U.S. Aerospace Index	100.00	104.71	111.30	166.37

The following graph and table compare the Total Shareholder Return on $100 invested in HEICO Common Stock since October 31, 1990 using the same indices shown on the three-year performance graph immediately above. October 31, 1990 was the end of the first fiscal year following the date the current executive management team assumed leadership of the Company. No Class A Common Stock was outstanding as of October 31, 1990. The total returns include the reinvestment of cash dividends.



	Cumulative Total Shareholder Return as of October 31,
	1990		1991		1992		1993		1994		1995
HEICO Common Stock		$100.00		$141.49		$158.35		$173.88		$123.41		$263.25
NYSE Composite Index	100.00		130.31		138.76		156.09		155.68		186.32
Dow Jones U.S. Aerospace Index	100.00		130.67		122.00		158.36		176.11		252.00



	1996		1997		1998		1999		2000		2001
HEICO Common Stock		$430.02		$1,008.31		$1,448.99		$1,051.61		$809.50		$1,045.86
NYSE Composite Index	225.37		289.55		326.98		376.40		400.81		328.78
Dow Jones U.S. Aerospace Index	341.65		376.36		378.66		295.99		418.32		333.32



	2002		2003		2004		2005		2006		2007
HEICO Common Stock		$670.39		$1,067.42		$1,366.57		$1,674.40		$2,846.48		$4,208.54
NYSE Composite Index	284.59		339.15		380.91		423.05		499.42		586.87
Dow Jones U.S. Aerospace Index	343.88		393.19		478.49		579.77		757.97		1,000.84



	2008		2009		2010		2011		2012		2013
HEICO Common Stock		$2,872.01		$2,984.13		$4,722.20		$6,557.88		$5,900.20		$10,457.14
NYSE Composite Index	344.96		383.57		427.61		430.46		467.91		569.69
Dow Jones U.S. Aerospace Index	602.66		678.00		926.75		995.11		1,070.15		1,645.24



	2014		2015		2016		2017
HEICO Common Stock		$11,416.51		$10,776.88		$14,652.37		$23,994.03
NYSE Composite Index	617.23		595.37		596.57		702.38
Dow Jones U.S. Aerospace Index	1,687.41		1,766.94		1,878.10		2,807.42

Key Compensation Views

What the Committee Believes


•	Compensation policies should be simple and clear for the Company, its shareholders and our executives


•	Complicated compensation methods designed to encourage or discourage specific actions are more likely to lead to unintended adverse consequences than they are to yield successful overall results

Thus the Committee focuses on the following three clear objectives


•	Compensate our executives fairly


•	Motivate our executives to honestly and ethically grow our Company’s profits, cash generation, revenues, and market capitalization over time, not just in the short term


•	Retain our executives while ensuring the ability to attract new ones as needed

Compensation Approach Details


•	Follow a "common sense" approach to compensating our executives


•	Not based on theory or ornate concepts derived from academic study


•	Derived from the Committee members’ many years of actual business and practical experience in which they had to design compensation for their own employees


•	This approach and historical judgment have been very successful for HEICO, with the Company experiencing significant growth over a very long period and usually meeting its shorter term goals each year


•	Both long and short-term performance are important


•	The Committee applied the same judgment in 2017 as in prior years

HEICO’s success and the Committee members’ continuous interaction with the named executive officers are overriding factors in the Committee’s compensation philosophy. Over approximately 27 years, the Board of Directors and Committee members have had the experience of working with almost all the named executive officers and, during this period, the Company’s sales grew from just over $26 million in fiscal 1990 to a record of more than $1.5 billion in fiscal 2017, while our net income from continuing operations has grown from just below $2 million to a record of approximately $186 million in the same period. Further, our compound annual rate of growth in net sales and net income have equaled 16% and 18%, respectively, since 1990. During this time, our shareholders have benefited significantly, as a $100,000 investment in HEICO stock at the time current management took over operation of the business became worth approximately $24.9 million as of December 31, 2017.

Important Considerations and Important Management Characteristics

During this lengthy period of strong performance, the Board of Directors and the Committee have become well acquainted with each of the named executive officers and have observed the following characteristics about our management team, which strengthened our trust in them and serves to confirm our judgment of how they should be compensated.


•	Loyalty to the Company, including times when such loyalty harmed the executives’ short- term personal interests


◦	For example, during downturns, the executives favored continued substantial investment in research and product development, which had the effect of reducing their own potential short-term compensation, so that the Company would experience better medium and long term growth


◦	During weak economic times, our executive officers requested that they not receive salary increases or bonuses


•	Management has been careful to maintain conservative debt levels to ensure the Company’s ability to finance acquisitions and growth


•	Executive officers should feel they are being rewarded and recognized properly for their efforts and for their contributions to our Company’s growth

Other Important Factors We Consider


•	Current management holds a significant financial stake in the Company


•	Alternate personal business opportunities which our executives could easily pursue


•	Amounts and types of compensation which other companies pay to their executives


•	General economic conditions


•	The complexity and risks of the executives’ current jobs


•	Stability from management’s longevity, which benefits employee and customer retention

Compensation Elements

The Committee consistently breaks executive compensation into the following four primary categories:


•	Base Salary


•	Cash Bonus


•	Stock Options


•	Retirement-Related/Long-Term Compensation

Further, we believe it is appropriate to allow executives certain modest perquisites as discussed later in this CD&A.

The Committee considers Base Salary, Cash Bonus (which is referred to as Non-Equity Incentive Compensation Plan in the Summary Compensation Table), Retirement-Related/Long-Term Compensation, Director Fees, Insurance Benefits and other perquisites to be cash-based compensation.

Determining Compensation Levels


•	Independent, third party consultants utilized


◦	The consultants retained by the Committee are independent


◦	They raise no conflict of interest concerns because they provide no other services to HEICO or its executives

The Committee utilizes independent third party consultants to help us benchmark our compensation views against those of other companies. The consultants were selected based upon their historical use by the Committee and the Committee’s satisfaction with the consultants’ work product. Steven Hall & Partners provided our benchmark analysis of executive base salaries and bonuses paid to executives at other companies with some important characteristics similar to ours. The consultant's benchmark was comprised of twenty-two aerospace companies, each with at least one significant characteristic similar to one of HEICO’s, such as revenues, market capitalization, profits or industry and thirty general industry companies with revenues comparable to HEICO's fiscal 2016 revenue. The aerospace companies used in the benchmark analysis were: AAR Corp., Aerojet Rocketdyne Holdings, Inc., Analogic Corp., Barnes Group, Inc., B/E Aerospace, Inc., CAE, Inc., Comtech Telecommunications Corp., Cubic Corp., Ducommun, Inc., EnPro Industries, Inc., ESCO Technologies, Inc., Esterline Technologies Corp., FLIR Systems, Inc., Franklin Electronic Co., Inc., Hexcel Corp., KLX, Inc., Moog, Inc., Teledyne Technologies, Inc., TransDigm Group, Inc., Triumph Group, Inc., ViaSat, Inc. and Woodward, Inc. The general industry companies used in the benchmark analysis were: Allscripts Healthcare Solutions, Inc., Analogic Corp., BJ’s Restaurants, Inc., Brooks Automation, Inc., Central Garden & Pet Co., Compass Diversified Holdings, Electronics for Imaging, Inc., ESCO Technologies, Inc., E.W. Scripps Co., Finisar Corp., Franklin Electric Co., Inc., Genesee & Wyoming, Inc., IntercontinentalExchange, Inc., Jazz Pharmaceuticals PLC, Korn/Ferry International, Layne Christensen Co., M/I Homes, Inc., MYR Group Inc., Myriad Genetics, Inc., National Beverage Corp., Navigators Group, Inc., Scientific Games Corp., Semtech Corp., Stillwater Mining Co., Taubman Centers, Inc., Tetra Technologies, Inc., Tootsie Roll Industries, Inc., UMB Financial Corp., United Therapeutics Corp. and ViaStat, Inc.

Fulcrum Consulting provided the Committee with advice regarding the HEICO Corporation Leadership Compensation Plan (which is further discussed below) and provided the Committee with advice on benefits policies generally and conducts actuarial studies for certain benefit plan contributions.


•	We do not believe that benchmark studies should be the only, or even the determinative, consideration, though they are helpful in providing partial fairness tests for both our Company and its executives and they help us evaluate whether our compensation methods are at least comparable to those of other companies


•	HEICO’s management focuses on our profitability, cash flow from operating activities as defined by generally accepted accounting principles ("Cash Flow") and market capitalization in the belief that these ultimately drive shareholder wealth, rather than by our revenues or number of employees relative to other firms


•	The Committee incentivizes profitability, Cash Flow and market capitalization growth


•	Benchmarking studies frequently relate to a company’s size in revenues or employment, instead of its profitability or profit margins

If we were to exclusively follow benchmark studies, we would pay our executives not for the Company’s income, but principally for its revenues and staff size. We believe that would be flawed because it would not incentivize our management to focus on the factors which we and they believe to be important, such as Cash Flow, net income, profits and margins, product line breadth and long-term focus. When we consider the benchmark data, we believe that our executive management team should be compensated in the higher percentile of companies reviewed because of the factors discussed above in the “Compensation Overview” section of this CD&A. The

Committee continues to reserve the discretion whether to utilize and interpret the benchmark data in our judgment. We also note that benchmark data can be flawed due to circumstances unique to other companies in a “peer group” and because there are no companies which exactly match the total mix of HEICO’s products, size and financial characteristics.

Base Salary

The Committee determines base salary by considering:


•	Growth in our sales, income and Cash Flow


•	Historical pay levels


•	Our business’s complexity


•	The benchmark analyses previously discussed


•	The need to offer a base salary competitive with other income generating opportunities which executives might have


•	We also take into account the fact that there are other elements in compensation which the Company does not offer to our executives and the compensation elements we do offer which are discussed below (e.g., bonus and retirement/long-term compensation amounts)

Bonus

At each fiscal year’s outset, our executive officers present to the Board of Directors a financial goal or budget for the year. The Committee believes that Messrs. Mendelson (Laurans, Eric and Victor) and Mr. Macau should receive bonuses equal to roughly 130% of their eligible compensation if the Company meets a budgeted, meaningful growth goal. In 2017, the bonus required 18% net income growth.


•	Bonuses are paid for net income growth


•	18% net income growth over fiscal 2016 was required for the named executive officers to receive their target bonus


•	A minimum of 6% net income growth over fiscal 2016 was required in fiscal 2017 for our named executive officers to receive any bonus whatsoever


•	Fiscal 2017 bonus was to have been reduced by 4.6% for every 1% that net income growth was less than 18%, but bonus was to have been increased by only 2.3% for every 1% net income growth was above 18%, subject to a limit representing roughly 190% of the named executive officer's eligible compensation


•	In order for the named executive officers to earn any bonus in fiscal 2017, HEICO’s net income had to grow at nearly four times the United States’ Gross Domestic Product (GDP) 2016 growth rate


•	Fiscal 2018’s bonus target requires 18% net income growth for the named executive officers to receive their targeted bonus payments


•	Fiscal 2018 net income must grow by at least 6% for the named executive officers to receive any bonus payment under the Company’s incentive compensation plan


•	Fiscal 2018 bonus will be reduced by 4.6% for every 1% that net income growth is less than 18%, but bonus will be increased by only 2.3% for every 1% net income growth is above 18%, subject to a limit representing roughly 190% of the named executive officer's eligible compensation


•	Prior years’ requirements were similarly rigorous

The Committee feels bonuses should be scaled to provide for partial payment if the minimum threshold is met, but the full target is not met, so the Company's incentive compensation plans provide for this. We also believe that a larger bonus should be paid if the full target is exceeded; the bonus arrangement provided for such a formula along with a cap on all bonus potential.

Our goal is to provide incentives to management to meet both short and long-term objectives, to be competitive with other income generating opportunities our executives might have and to treat them fairly at all times. We note that our executive officers have requested that they receive no bonuses in periods where financial performance failed to meet budgeted goals, even if we grew significantly during the relevant period.

Before setting targets, the Committee also reviews benchmarks and other data provided by our compensation consultants. The Committee also considers the fact that numerous other management-level employees at HEICO are offered bonus opportunities equal to 100% or more of their eligible compensation if their operations meet certain targets and the Committee likes the consistency of this approach.

The 2012 Plan, which complies with Section 162(m) of the Internal Revenue Code (the "Code"), was previously approved by our shareholders and the Committee. In December 2016, the Committee established minimum and maximum target bonus levels for four of the named executives for fiscal 2017. Our net income target for fiscal 2017 was $184,306,600 which reflects an 18% increase over fiscal 2016 net income. Recognizing that any increase in net income deserves recognition, but that lower than targeted net income deserves less than the targeted bonus, the Committee allows for reduction of the bonus from target by 4.6% for every percent that net income was below the target. Conversely, if net income were greater than targeted, the executives’ bonuses could be increased by 2.3% for every percentage point increase in actual net income above the targeted amount. Please see our “Grants of Plan-Based Awards” table below for our threshold, target and maximum rewards levels under the 2012 Plan.

Our actual net income in fiscal 2017 grew by approximately 19.1% and was $185,985,000 versus targeted net income of $184,306,600. Accordingly, since our actual net income exceeded the targeted amount, the non-equity incentive compensation amounts set forth in the compensation tables below were paid to the named executive officers. The targets were not changed during the year.

Additionally, during fiscal 2017, the Committee approved a cash incentive award for HEICO's Chairman of the Board and Chief Executive Officer, Laurans A. Mendelson. Under the aforementioned cash incentive award, Laurans A. Mendelson receives a fixed amount of $470,000 cash should our fiscal 2017 net income increase over our fiscal 2016 net income. As previously mentioned, our actual net income in fiscal 2017 grew by approximately 19.1% as compared to fiscal 2016, so that the full amount of the previously mentioned cash incentive award is included within Laurans A. Mendelson's non-equity incentive plan compensation amount set forth in the compensation table below.


•	Laurans A. Mendelson was named as the top CEO of all mid-cap Aerospace & Defense publicly-held company for the past two consecutive years by Institutional Investor magazine

Retirement-Related/Long-Term Compensation


•	We believe our employees, including the named executive officers, should generate retirement funds to ensure that they are not focused on alternative business activities to supplement their incomes


•	We want HEICO to remain competitive with compensation offered by other employers


•	We wish to demonstrate good faith to our named executive officers by proactively offering them benefits which are typical in the industry or common among benchmark companies before they have to ask for them


•	This fosters an environment of mutual trust between the Board of Directors and our employees, including the named executive officers


•	As has been the case in past years, federal tax laws limited the permitted benefits in 2017 to our named executive officers in our 401(k) Plan to a matching rate that was actually less than most of our other employees. Accordingly, our named executive officers were prevented from receiving the maximum percentage benefits available to many other employees under the 401(k) Plan

Since 1985, HEICO has offered its 401(k) Plan to nearly all of our U.S. employees, including our executive officers. As of October 31, 2017, approximately 4,600 current and former employees participated in the 401(k) Plan. Under the 401(k) Plan, employees may elect to defer a portion of their cash compensation into an account within the 401(k) Plan. The amount each employee defers is then matched at a certain rate by HEICO in cash or HEICO stock. Based upon recommendation by management, the Committee approves the matching rate that each of our subsidiaries contributes and the full Board ratifies that rate.

In 2006, the Board approved the HEICO Corporation Leadership Compensation Plan (the “LCP”), which is a nonqualified deferred compensation plan that conforms to Section 409A of the Code. The LCP is available to approximately 230 HEICO employees (and to the Board members). It provides that the participating employees may contribute a portion of their compensation to the LCP and that HEICO will match salary contributions at a specified fraction of each employee’s salary contribution. The matching rate is established by the Committee and ratified by the Board of Directors. In addition, the Committee and Board of Directors retained discretion to contribute additional amounts to each participant’s account in the LCP. As was the case in the prior years, in fiscal 2017, we made the contribution set forth in the compensation tables corresponding to the named executive officers in an effort to “catch up” for retirement benefits not paid to them prior to fiscal 2007. The recommendation from our compensation consultants utilized in part to determine benefit levels were based on the years of service to HEICO by the executives, their ages and their statistically estimated proximity to retirement. Based upon the recommendation of the Committee’s compensation consultants, the contribution to the account of Laurans A. Mendelson was substantially larger than those paid to the other named executive officers as a result of his age and years of service.

Perquisites

Most of our named executive officers and certain other executives who utilize their automobiles, at least in part, for company business have been offered either automobiles or automobile allowances. This practice has been in place for approximately 28 years. To the extent that they use their automobiles for non-company business, they receive a personal benefit which is reported as a taxable benefit.

In addition, we pay for life insurance for some of our named executive officers consistent with past practices. Under our Aircraft Utilization Policy, named executive officers who utilize company-sponsored aircraft for an exclusively personal, non-company business use pay the incremental hourly operating charges for that use unless otherwise prohibited by law. The Aircraft Utilization Policy allows them to bring family and others on

business and other flights aboard business aircraft. In fiscal 2017, named executive officers who utilized such aircraft for exclusively personal purposes in which no company business was involved paid the incremental direct hourly operating costs (including fuel surcharges, catering, landing fees, segment fees and federal excise taxes) directly to the aircraft operator for such use.

The Committee benchmarking analyses and the Committee members’ own experience have led the Committee to conclude these types and amounts of perquisites to be appropriate and customary for executive officers with many other companies.

Stock Options


•	Stock options align the shareholders’ and option holders’ interests because the option holders do not receive any gain from their options unless the shareholders experience a gain resulting from HEICO’s share price increase


•	In order for the Common Stock options issued to the named executive officers in fiscal 2017 to achieve the value set forth in the Summary Compensation Table, HEICO’s Common Stock must rise by $26.71, or 48%, from the grant date closing market price


•	In order for the Class A Common Stock options issued in fiscal 2017 to the named executive officer to achieve the value set forth in the Summary Compensation Table, HEICO’s Class A Common Stock must rise by $18.09, or 38%, from the grant date closing market price


•	Stock options issued to the named executive officers in fiscal 2017 equal less than 1% of our shares outstanding if all of the options are eventually exercised


•	Stock options are very important to some executives


•	Both the Committee and the executives feel that it is critical to provide a linkage to stock performance


•	Stock options do not use the Company’s cash (except for tax payments when shares of the Company’s common stock are surrendered upon exercise in lieu of tax payments), thus allowing the Company to pay compensation while limiting cash usage

Since 1990, the combined value of our classes of common stock increased by approximately 24,850%, or 23% compounded per annum, through December 31, 2017, so that our executives who received stock options during that period gained wealth while our shareholders also gained wealth. We believe this dynamic provides consistent reward for the shareholders and management.

Management Involvement

It is the Committee’s practice to have our Senior Executive Vice President and our Chief Executive Officer work with our compensation consultants to verify benchmarks on other companies’ practices and, where appropriate, provide updated suggestions for compensation methods. The Committee relied on the independent compensation consultants and management to finalize the benchmark indexes and to exchange information. The Committee then studies and analyzes such information and directs involved management to provide further information as needed, but the Committee retains all discretion over compensation of the Company’s named executive officers, as well as the hiring or termination of all consultants.

Other Compensation Issues

Because the Committee believes it should apply its own judgment and sense of fairness in setting compensation levels, it does not use set formulas to allocate between long-term and currently paid out compensation. The Committee applies this philosophy to the breakdown between cash and non-cash compensation in order to maintain flexibility to incentivize and recognize management based upon our qualitative interactions with us and other shareholders.

What we evaluate in setting policies and making compensation decisions


•	Cash Flow


•	Net Income


•	Operating Income


•	Revenues


•	Whether the company met both quantitative and qualitative goals


•	Management’s ethical conduct


•	Management’s adherence to corporate policies


•	Management’s efforts


•	Management’s work ethic


•	Our reputation with various stakeholders


•	Difficulty in managing the business


•	Our historical performance


•	Whether failure to meet any goals was the result of completely external factors or management errors


•	Economic conditions


•	Acquisitions


•	Other considerations deemed important from time-to-time

Given the Company’s strong results in fiscal 2017 and the fact that we were able to observe the executives during that time and before that time, we believe that these items above were favorably impacted by the executives and this played a role in our compensation decisions.

Because we want to encourage all of our executive officers to work together as a team and to discourage them from considering their contribution individually, we do not exclusively consider each executive officer’s contribution to our performance or otherwise attempt to break out a value for it. We do not specifically analyze the relationship between compensation of our executive officers and other employees (which is sometimes referred to as "pay equity" analysis). We have "clawback" policies which require repayment of compensation as is required by law or regulation. Given that we have not had to restate results of which prior compensation decisions were made, our policies do not extend beyond those contained in laws or other regulations regarding compensation adjustment or recovery. In the event that such a situation does arise, the Committee will address it in accordance with applicable laws or regulations as it determines appropriate at that time. The Committee does not separately consider how much compensation amounts are realizable from prior compensation; however, those are factors which the Committee views in the total mix of information when setting compensation. The Committee does, however, consider the impact that our accounting policies have on our overall performance in both cash utilization and accounting terms.

While the Committee does take into consideration in the total mix of information the fact that our named executive officers hold and have held significant amounts of our stock, we do not require them to own a specific amount of our stock. Our policies direct that members of HEICO’s Board of Directors should purchase HEICO shares equivalent to approximately 63% of their annual Board of Directors retainer. Three of our named executive

officers are members of our Board of Directors and all of them have followed that policy. The Committee views ownership of HEICO shares as a commitment to the Company and believes that it should be encouraged.

The named executive officers who also serve on the Company’s Board of Directors receive compensation for their services as Directors commensurate with the independent directors. We believe that this policy, which has been in place for approximately 28 years, is appropriate given the risks and efforts attendant with service on the Board of Directors.

Compensation Risks

Management and the Board of Directors, including the Compensation Committee, consider and discuss the risks inherent in our business, as well as the design of our compensation plans, policies and programs that are intended to further our business objectives. Given the nature of our business, and the material risks we face, we believe that our compensation plans, policies and programs are not reasonably likely to give rise to risk that would have a material adverse effect on our business. We also believe that the mix and design of the elements of our executive compensation do not encourage management to assume excessive risks. Our compensation programs and decisions include qualitative factors which restrain excessive risk taking by management.

The following report of the Compensation Committee does not constitute soliciting materials and should not be deemed filed or incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate the report by reference in any such filing.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by item 402(b) of Regulation S-K. Based on our review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement and be incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2017.

Respectfully submitted by the Compensation Committee of the Company’s Board of Directors: Mark H. Hildebrandt (Chairman), Julie Neitzel and Dr. Alan Schriesheim.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides the compensation earned by our Chief Executive Officer, Chief Financial Officer and each of the three other most highly compensated executive officers of the Company or its subsidiaries (collectively, the “Named Executive Officers”) during fiscal 2017, 2016 and 2015.



Name and Principal Position	Fiscal Year	Salary ⁽¹⁾		Bonus		Option Awards ⁽²⁾		Non-Equity Incentive Plan Compensation ⁽³⁾		Non-qualified Deferred Compensation Earnings ⁽⁴⁾		All Other Compensation ⁽⁵⁾		Total

Laurans A. Mendelson	2017		$1,000,000		$—		$—		$2,616,277		$—		$1,675,943		$5,292,220
Chairman of the Board and	2016	1,000,000		—		—		2,332,862		—		1,615,993		4,948,855
Chief Executive Officer	2015	1,327,673		—		—		1,164,842		—		1,559,480		4,051,995

Carlos L. Macau, Jr.	2017	640,532		—		1,419,685		929,607		—		552,765		3,542,589
Executive Vice President -	2016	609,937		—		467,585		837,171		—		502,066		2,416,759
Chief Financial Officer	2015	577,500		—		536,600		506,673		—		390,540		2,011,313

Eric A. Mendelson	2017	826,542		—		4,172,660		1,182,086		—		876,955		7,058,243
Co-President, HEICO Corporation;	2016	775,595		—		1,180,895		1,064,546		—		823,828		3,844,864
President and Chief Executive	2015	734,349		—		1,422,960		644,286		—		677,812		3,479,407
Officer of the HEICO Flight
Support Group

Victor H. Mendelson	2017	826,542		—		4,172,660		1,182,086		—		876,982		7,058,270
Co-President, HEICO Corporation;	2016	775,595		—		1,180,895		1,064,546		—		825,338		3,846,374
President and Chief Executive	2015	734,349		—		1,422,960		644,286		—		675,311		3,476,906
Officer of the HEICO Electronic
Technologies Group

Steven M. Walker ⁽⁶⁾	2017	272,000		265,000		162,896		—		—		37,045		736,941
Chief Accounting Officer	2016	—		—		—		—		—		—		—
	2015	—		—		—		—		—		—		—

___________________


(1)	Salary includes amounts deferred by the Named Executive Officer pursuant to the HEICO Corporation Leadership Compensation Plan, a non-qualified deferred compensation plan available to numerous eligible employees, officers and directors. For more information on this plan, see “Non-qualified Deferred Compensation,” which follows below within this Executive Compensation section.

(2)

Amounts stated represent the value of option awards granted to the Named Executive Officer based on the grant date fair value of these awards in fiscal 2017, 2016 and 2015, and are the amounts we will likely recognize as compensation expense over each award’s vesting period, which will likely differ from the actual value that may be realized by the Named Executive Officer. The fair values of the option awards were computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used to value these awards are set forth in Note 9, Share-Based Compensation, of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2017.


(3)	Represents amounts earned by achievement of performance goals during a specified performance period and consists of payments made under the 2012 Plan as described within “Grants of Plan-Based Awards,” which follows below within this Executive Compensation Section.


(4)	There were no above-market or preferential earnings on deferred compensation.


(5)	Amounts principally represent Company contributions to the HEICO Corporation Leadership Compensation Plan, which generally vest over a four-year period and are generally paid at retirement. See the following table titled “All Other Compensation” for an itemized disclosure of this compensation.


(6)	Mr. Walker became a named executive officer for fiscal 2017 and as a result we are permitted to omit compensation information for Mr. Walker for fiscal 2016 and 2015.



		All Other Compensation
Name	Fiscal Year	Director Fees		Insurance Benefits ⁽¹⁾		Company Contributions to HEICO Savings and Investment Plan (a defined contribution retirement plan) ⁽²⁾		Company Contributions to HEICO Corporation Leadership Compensation Plan (a deferred compensation plan) ⁽³⁾		Use of Company Car ⁽⁴⁾		Perquisites and Other Personal Benefits ⁽⁵⁾		Total

Laurans A. Mendelson	2017		$194,169		$21,517		$13,400		$1,440,000		$6,857		$—		$1,675,943
	2016	191,234		20,368		13,250		1,382,000		9,141		—		1,615,993
	2015	183,668		19,019		13,150		1,339,830		3,813		—		1,559,480

Carlos L. Macau, Jr.	2017	—		36,592		13,400		499,211		3,562		—		552,765
	2016	—		34,498		13,250		451,360		2,958		—		502,066
	2015	—		32,084		13,150		342,577		2,729		—		390,540

Eric A. Mendelson	2017	192,884		40,623		13,400		622,287		7,761		—		876,955
	2016	190,534		38,438		13,250		573,948		7,658		—		823,828
	2015	183,413		37,173		13,150		435,621		8,455		—		677,812

Victor H. Mendelson	2017	192,884		43,677		13,400		622,287		4,734		—		876,982
	2016	191,734		41,658		13,250		573,948		4,748		—		825,338
	2015	183,413		39,320		13,150		435,621		3,807		—		675,311

Steven M. Walker	2017	—		15,505		13,380		8,160		—		—		37,045
	2016	—		—		—		—		—		—		—
	2015	—		—		—		—		—		—		—

___________________


(1)	Annual life and medical insurance premiums paid by the Company.


(2)	Participation in the HEICO Savings and Investment Plan is available to substantially all U.S. employees of the Company.


(3)	For more information on the HEICO Corporation Leadership Compensation Plan, see “Non-qualified Deferred Compensation,” which follows below within this Executive Compensation section.


(4)	Personal use of Company’s vehicle provided to the Named Executive Officer. The Company reports the personal use of such vehicles as part of each Named Executive Officer’s compensation.


(5)	Our Named Executive Officers personally use the Company’s facilities, and from time to time, use tickets for entertainment and other events for personal purposes, and receive occasional secretarial support with respect to

personal matters. These perquisites and other personal benefits in aggregate, however, do not exceed $10,000 for any of the Named Executive Officers.

Grants of Plan-Based Awards

The 2012 Plan was approved by our Board of Directors and shareholders in fiscal 2012. The 2012 Plan authorizes the Compensation Committee of the Board of Directors to select participants, designate performance periods, authorize performance awards that may be earned by achievement of performance goals during the performance periods, and set the other terms of performance awards. The following table summarizes certain information with respect to grants of awards to the Named Executive Officers of the Company under the 2012 Plan for fiscal 2017.



	Grant Date	Share Class ⁽¹⁾	Payouts Under Non-Equity Incentive Plan Awards for Performance at Specified Levels ⁽²⁾								All Other Option Awards: Number of Securities Underlying Options ⁽⁴⁾	Exercise Price of Option Awards ⁽⁵⁾		Grant Date Closing Market Price		Grant Date Fair Value of Option Awards ⁽⁶⁾
Name	Grant Date	Share Class ⁽¹⁾	Threshold		Target		Maximum		Earned ⁽³⁾			Exercise Price of Option Awards ⁽⁵⁾		Grant Date Closing Market Price		Grant Date Fair Value of Option Awards ⁽⁶⁾

Laurans A. Mendelson	—	—		$1,131,900		$2,102,100		$3,072,300		$2,146,277	—		$—		$—		$—
									470,000
							Total		2,616,277

Carlos L. Macau, Jr.	3/17/2017	CA	490,254		910,472		1,330,690		929,607		78,125	47.97		47.97		1,419,685

Eric A. Mendelson	3/17/2017	C	623,407		1,157,755		1,692,104		1,182,086		156,250	56.20		56.20		4,172,660

Victor H. Mendelson	3/17/2017	C	623,407		1,157,755		1,692,104		1,182,086		156,250	56.20		56.20		4,172,660

Steven M. Walker	12/12/2016	CA	—		—		—		—		9,375	43.42		43.42		162,896

___________________


(1)	“C” denotes HEICO Common Stock and “CA” denotes HEICO Class A Common Stock.

(2)

These values represent the threshold, target, and maximum payouts under the 2012 Plan. The actual earned bonus awards under the 2012 Plan were paid at 102.1% of the targeted levels and in accordance with the 2012 Plan because the Company exceeded its targeted net income. Please refer to the “Bonus” section of the Compensation Discussion and Analysis contained herein for further information about the 2012 Plan.


(3)	As previously mentioned on page 25, Laurans A. Mendelson also received a $470,000 cash incentive award under the 2012 Plan as a result of HEICO's net income growth in fiscal 2017 as compared to fiscal 2016.


(4)	The right of the holder to exercise the options vests at the rate of 20% per year over a period of five years from the grant date.


(5)	The fiscal 2017 option awards were granted under the 2012 Plan which defines the exercise price as the closing sale price on the date of grant.


(6)	Represents the grant date fair value of option awards granted to the Named Executive Officer in fiscal 2017. See Note (2) to the Summary Compensation Table above for additional information on how the fair values were computed.

Outstanding Equity Awards at Fiscal 2017 Year-End

The following table summarizes information regarding equity-based awards held by our Named Executive Officers as of October 31, 2017. Information has been adjusted as necessary for all stock splits. All unexercisable options are subject to a vesting schedule that provides for vesting at the rate of 20% per year over the first five years following the option grant date.



	Share Class ⁽¹⁾	Option Grant Date	Number of Securities Underlying Unexercised Options		Option Exercise Price		Option Expiration Date
Name	Share Class ⁽¹⁾	Option Grant Date	Exercisable	Unexercisable	Option Exercise Price		Option Expiration Date

Laurans A. Mendelson	—	—	—	—	—		—

Carlos L. Macau, Jr.	CA	6/1/2012	97,656	—		$16.01	6/1/2022
	CA	6/18/2012	24,414	—		$16.02	6/18/2022
	CA	6/10/2013	39,063	9,766		$19.31	6/10/2023
	CA	6/8/2015	15,625	23,438		$31.14	6/8/2025
	CA	12/14/2015	7,812	31,251		$27.75	12/14/2025
	CA	3/17/2017	—	78,125		$47.97	3/17/2027

Eric A. Mendelson	C	9/14/2009	381,470	—		$10.35	9/14/2019
	C	9/13/2010	305,176	—		$13.72	9/13/2020
	C	9/12/2011	244,141	—		$19.92	9/12/2021
	C	6/10/2013	78,124	19,532		$26.76	6/10/2023
	C	6/8/2015	31,250	46,875		$37.09	6/8/2025
	C	12/14/2015	15,625	62,500		$31.19	12/14/2025
	C	3/17/2017	—	156,250		$56.20	3/17/2027
	CA	6/10/2013	78,124	19,532		$19.31	6/10/2023

Victor H. Mendelson	C	9/14/2009	381,470	—		$10.35	9/14/2019
	C	9/13/2010	305,176	—		$13.72	9/13/2020
	C	9/12/2011	244,141	—		$19.92	9/12/2021
	C	6/10/2013	78,124	19,532		$26.76	6/10/2023
	C	6/8/2015	31,250	46,875		$37.09	6/8/2025
	C	12/14/2015	15,625	62,500		$31.19	12/14/2025
	C	3/17/2017	—	156,250		$56.20	3/17/2027
	CA	6/10/2013	78,124	19,532		$19.31	6/10/2023

Steven M. Walker	CA	3/28/2011	5,260	—		$14.07	3/28/2021
	CA	9/14/2012	9,766	—		$15.79	9/14/2022
	CA	9/23/2013	7,812	1,954		$26.11	9/23/2023
	CA	6/8/2015	3,125	4,688		$31.14	6/8/2025
	CA	12/12/2016