Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 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 o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material under §240.14a-12 Molex Incorporated (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): o No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 Rule 0-11 (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. o 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 Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents Dear Stockholders: We are pleased to invite you to attend an annual meeting of stockholders of Molex Incorporated, a Delaware corporation ("Molex" or the "Company"), to be held at 10 a.m., local time, on November 15, 2013 at Molex's corporate headquarters at 2222 Wellington Court, Lisle, Illinois 60532. We are also excited to announce that on September 9, 2013, Molex entered into an Agreement and Plan of Merger (the "Merger Agreement"), with Koch Industries, Inc., a Kansas corporation ("Parent"), and Koch Connectors, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will merge with and into Molex, with Molex surviving the merger as an indirect wholly-owned subsidiary of Parent (the "Merger"). If the Merger is completed, Molex's stockholders will have the right to receive $38.50 in cash for each share of Common Stock, Class A Common Stock and Class B Common Stock owned plus a potential increase in the purchase price of up to $0.24 per share, based on the timing of the closing date and whether Molex declares or pays a quarterly dividend. At the annual meeting, holders of Molex's Common Stock and Class B Common Stock (together, the "Voting Stockholders" or "you" unless the context indicates otherwise) will be asked to consider and vote on: • a proposal to adopt the Merger Agreement, thereby approving the Merger; • a non-binding, advisory proposal to approve certain compensation that may be paid or become payable to our executives in connection with the Merger; • a proposal to adjourn the annual meeting, if necessary, to solicit additional votes in favor of the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the annual meeting; • the election of four Class II directors nominated by Molex's Board of Directors to serve until the effective time of the Merger, or, if the Merger is not completed, for a three-year term; • the ratification of the selection of Ernst & Young LLP as Molex's independent auditor for fiscal 2014; and • the approval of the material terms of performance goals under the Molex Incorporated Annual Incentive Plan (the "AIP") for purposes of Section 162(m) of the Internal Revenue Code. The obligations of Molex and Parent to complete the Merger are subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this Proxy Statement, and you are encouraged to read it in its entirety. Holders of Molex's non-voting Class A Common Stock are entitled to attend and speak at the annual meeting and any adjournment or postponement thereof, but are not entitled to vote on the Merger Agreement or any other proposal being submitted for a vote of the Voting Stockholders at the annual meeting. After careful consideration, Molex's Board of Directors determined that the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Molex's stockholders and has approved and declared advisable the Merger Agreement and the transactions contemplated therein, including the Merger. Accordingly, Molex's Board of Directors recommends that you vote "FOR" the proposal to adopt the Merger Agreement (Proposal No. 1). The Board recommends that you vote "FOR" the proposal to approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of Molex in connection with the Merger (Proposal No. 2). The Molex Board of Directors' reasons for reaching these determinations are described in the enclosed Proxy Statement. If there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the Merger Agreement, Molex may propose to adjourn the annual meeting for the purpose of soliciting additional proxies. Molex's Board of Directors recommends that you vote "FOR" the adjournment of the annual meeting, if necessary, to solicit additional proxies to approve the adoption of the Merger Agreement (Proposal No. 3). Molex's Table of Contents Board of Directors recommends that you vote "FOR" each of the four nominees for Class II director (Proposal No. 4), "FOR" the ratification of Ernst & Young LLP as Molex's independent auditor for fiscal 2014 (Proposal No. 5) and "FOR" the approval of the material terms of performance goals under the AIP for purposes of Section 162(m) of the Internal Revenue Code (Proposal No. 6). Concurrently with the execution of the Merger Agreement, the Co-Chairmen of the Board of Directors and certain other directors and executive officers entered into substantially similar voting agreements and, subject to certain exceptions, agreed to vote, and granted Parent a proxy to vote, all of their shares, representing 32.3% and 93.5% of the aggregate voting power of Common Stock and Class B Common Stock, respectively, in favor of the Merger. Your vote is very important. The Merger cannot be completed unless the proposal to adopt the Merger Agreement is approved by (i) at least a majority of the outstanding shares of Molex's Common Stock, voting as a class, and (ii) at least a majority of the outstanding shares of Molex's Class B Common Stock, voting as a class. Abstentions or the failure to vote your shares will have the same effect as a vote against the Merger. Therefore, it is important that your shares be represented and voted at the annual meeting. Even if you plan to attend the annual meeting in person, Molex requests that you submit your proxy or voting instructions in advance of the annual meeting to ensure that your shares will be represented at the annual meeting in the event that your plans change and you are unable to attend. You may submit your proxy (i) via the Internet at www.proxyvote.com, (ii) by phone at (800) 690-6903, or (iii) by completing and signing the enclosed proxy and returning it in the accompanying postage pre-paid envelope. If your shares are held in the name of a broker, bank or other nominee, you may provide your voting instructions in accordance with the instructions provided by your broker, bank or other nominee. Whether or not you plan to attend the meeting in person, it is important that your shares be represented and voted. Thank you for your cooperation and continued support. Sincerely, Frederick A. Krehbiel John H. Krehbiel, Jr. Martin P. Slark Co-Chairman of the Board Co-Chairman of the Board Chief Executive Officer Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger or the Merger Agreement, passed upon the merits or fairness of the Merger, or passed upon the adequacy or accuracy of the disclosure in the proxy statement. Any representation to the contrary is a criminal offense. This proxy statement is dated October 16, 2013 and is first being mailed to stockholders on or about October 24, 2013. Table of Contents MOLEX INCORPORATED 2222 Wellington Court Lisle, Illinois 60532 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 15, 2013 Dear Stockholders: Notice is hereby given to all holders of Molex's Common Stock, Class A Common Stock and Class B Common Stock that Molex will hold an annual meeting of Molex Incorporated stockholders at 10 a.m., local time, on November 15, 2013, at Molex's corporate headquarters at 2222 Wellington Court, Lisle, Illinois 60532. At the annual meeting, holders of Molex's Common Stock and Class B Common Stock present in person or represented by proxy and entitled to vote (together, the "Voting Stockholders" or "you," unless the context indicates otherwise), will be asked to: 1. vote on a proposal to adopt the Agreement and Plan of Merger, dated as of September 9, 2013, as it may be amended from time to time (the "Merger Agreement"), by and among Molex Incorporated, a Delaware corporation ("Molex" or the "Company"), Koch Industries, Inc., a Kansas corporation ("Parent"), and Koch Connectors, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Merger Sub"); 2.