Schedule 14A Forterra, Inc

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington. D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 FORTERRA, INC. (Exact name of registrant as specified in its charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0 -11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration No.: 3) Filing Party: 4) Date Filed: Table of Contents Dear Stockholders, I would like to invite you to join us at Forterra’s Annual Meeting of Stockholders on Monday, June 19, 2017, at 10:00 a.m., local time, at our corporate headquarters, which is located at 511 E. John Carpenter Freeway, Suite 600, Irving, Texas 75062. During the Annual Meeting, we will discuss each item of business described in the Notice of Annual Meeting and this Proxy Statement. In addition to the Proxy Statement you should have received a copy of our Annual Report on Form 10-K for fiscal year 2016, which we encourage you to read. It includes information about our operations as well as our audited, consolidated financial statements. You can also access a copy of our 2016 Annual Report on Form 10-K on the Company’s website at forterrabp.com. Please take this opportunity to participate in the affairs of our company by voting on the business to come before the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please complete, sign, date and return the accompanying proxy card or voting instruction card or vote electronically on the Internet or by telephone. See “About the Annual Meeting-How do I vote by proxy?” in the Proxy Statement for more details. Returning the proxy card or voting instruction card does not deprive you of your right to attend the Annual Meeting and to vote your shares in person for the matters to be acted upon at the Annual Meeting. We look forward to seeing you at the Annual Meeting. April 28, 2017 Sincerely, Jeff Bradley Chief Executive Officer Table of Contents Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to Be Held on June 19, 2017 . The Proxy Statement and accompanying 2016 Annual Report to Stockholders are available at www.proxydocs.com/FRTA. NOTICE OF ANNUAL MEETING TIME AND DATE: 10:00 a.m., local time, on Monday, June 19, 2017 LOCATION: Forterra, Inc. 511 E. John Carpenter Freeway, Suite 600 Irving, TX 75062 ITEMS OF BUSINESS: The following matters of business will be voted on at the meeting: • To elect the four director nominees named in the Proxy Statement to hold office until the 2020 annual meeting; • To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2017; • To approve, on an advisory basis, the compensation of our named executive officers; • To vote, on an advisory basis, on the frequency of future advisory votes to approve executive compensation; and • To conduct such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. RECORD DATE: Only stockholders of record as of the close of business on April 20, 2017 are entitled to receive notice of, to attend and to vote at the Annual Meeting. PROXY VOTING: Whether or not you plan to attend, we urge you to review these materials carefully and to vote by Internet, by telephone or by mailing your proxy card or voting instruction card. You can revoke your proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement. By Order of the Board of Directors, Lori M. Browne Senior Vice President & General Counsel Irving, Texas April 28, 2017 Table of Contents PROXY STATEMENT TABLE OF CONTENTS PROXY SUMMARY 1 VOTING YOUR SHARES 1 ABOUT THE ANNUAL MEETING 2 PROPOSAL 1. ELECTION OF DIRECTORS 5 PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 6 PROPOSAL 3. ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY-ON-PAY) 7 PROPOSAL 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION (SAY-ON-FREQUENCY) 8 THE BOARD OF DIRECTORS AND ITS COMMITTEES 9 NOMINEES 9 CONTINUING DIRECTORS 10 MEETINGS OF THE BOARD OF DIRECTORS 13 DIRECTOR COMPENSATION 13 CONTROLLED COMPANY EXEMPTION 14 DIRECTOR INDEPENDENCE 14 BOARD LEADERSHIP STRUCTURE 14 BOARD ROLE IN RISK OVERSIGHT 15 COMMITTEES OF THE BOARD OF DIRECTORS 15 CONTACTING THE BOARD OF DIRECTORS 17 CORPORATE GOVERNANCE 18 CODE OF ETHICS 18 AVAILABILITY OF DOCUMENTS 18 RELATED PARTY TRANSACTIONS 19 AUDIT COMMITTEE REPORT 22 REPORT OF THE AUDIT COMMITTEE ETHICS 22 AUDIT AND NON-AUDIT FEES 22 PRE-APPROVAL POLICIES AND PROCEDURES 23 EXECUTIVE OFFICERS 23 COMPENSATION DISCUSSION AND ANALYSIS 25 SUMMARY OF CORPORATE GOVERNANCE PRACTICES 25 COMPENSATION PHILOSOPHY 25 ELEMENTS OF 2016 COMPENSATION 26 2016 COMPENSATION-SETTING PROCESS 27 EMPLOYMENT AGREEMENTS 28 DETAILED DISCUSSION OF 2016 COMPENSATION PROGRAM 29 SUMMARY COMPENSATION PROGRAM 35 GRANTS OF PLAN-BASED AWARDS TABLE 36 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2016 37 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL 38 COMPENSATION COMMITTEE REPORT 43 SECURITY OWNERSHIP 43 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 44 STOCKHOLDERS’ PROPOSALS 45 HOUSEHOLDING OF PROXY MATERIALS 45 ADDITIONAL INFORMATION 45 OTHER BUSINESS 46 Table of Contents PROXY SUMMARY We are providing these proxy materials in connection with the 2017 Annual Meeting of Stockholders of Forterra, Inc. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read this Proxy Statement before voting. For more complete information regarding the Company’s 2016 performance, please review the Company’s Annual Report on Form 10- K for the year ended December 31, 2016 or the 2016 Form 10-K. 2017 ANNUAL MEETING OF STOCKHOLDERS Date and Time Record Date Location Forterra, Inc. Headquarters June 19, 2017 at 10:00 a.m. April 20, 2017 511 E. John Carpenter Freeway, Suite 600 (local time) Irving, Texas 75062 Agenda Items: Board Page Proposal Recommendation Reference 1 Election of the four director nominees named in this Proxy FOR each nominee 5 Statement 2 Ratification of the appointment of Ernst & Young LLP for 2017 FOR 6 3 Advisory vote to approve executive officer compensation FOR 7 4 Advisory vote on frequency of future advisory votes to approve 1 YEAR 8 executive compensation VOTING YOUR SHARES You are entitled to vote your shares if you were a stockholder at the close of business on April 20, 2017, the record date for the Annual Meeting. You may vote: • By Telephone—You may call the number listed on your proxy card. • By Mail – You may complete, sign, date and return your proxy card in the envelope provided. • By Internet – You may vote electronically on the Internet by visiting the webpage address listed on your proxy card or voting instruction card. • In Person – You may attend the Annual Meeting in person and vote by ballot at that time. See “About the Annual Meeting-How do I vote by proxy?” below and your proxy or voting instruction card accompanying this Proxy Statement for further information. Table of Contents ABOUT THE ANNUAL MEETING We are providing these proxy materials in connection with the 2017 Annual Meeting of Stockholders of Forterra, Inc., or the Annual Meeting. This Proxy Statement, the accompanying proxy card or voting instruction card, and the Company’s 2016 Annual Report to Stockholders were first mailed to stockholders on or about May 4, 2017. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters to be brought before the Annual Meeting. Please read it carefully. Unless the context otherwise indicates, references to “Forterra,” “our company,” “the Company,” “us,” “we” and “our” refer to Forterra, Inc. and its consolidated subsidiaries. Who is soliciting my vote? The Board of Directors of the Company is soliciting your vote in connection with the 2017 Annual Meeting of Stockholders. What is the purpose of the Annual Meeting? The meeting will be the Company’s regular, Annual Meeting of Stockholders. You will be voting on the following matters at the Annual Meeting: 1. To elect the four director nominees named in the Proxy Statement to hold office until the 2020 annual meeting; 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2017; 3.

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