Proxy Statement

Annual Meeting of Stockholders

The Annual Meeting of our stockholders will be held at 8:00 a.m., Eastern Time, on Tuesday, May 24, 2016, at the SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277.

We are furnishing this Proxy Statement to our stockholders in connection with the solicitation of proxies by our Board of Directors for the 2016 Annual Meeting of Stockholders on that date, and any adjournment or postponement of the meeting.

Our 2015 Annual Report on Form 10-K, without exhibits, accompanies this Proxy Statement. You may obtain a copy of the exhibits described in the Form 10-K for a fee upon request. Please contact Paul Clegg, Vice President, Finance and Investor Relations, SPX Corporation, 13320-A Ballantyne Corporate Place, Charlotte, North Carolina 28277.

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MEETING AND VOTING HIGHLIGHTS

This summary highlights information about SPX Corporation (“Company,” “SPX,” “we,” “our,” or “us”), vote recommendations of the SPX Board of Directors (“Board”), and certain information contained elsewhere in this proxy statement (“Proxy Statement”) for SPX’s 2016 Annual Meeting of Stockholders (the “Annual Meeting” or the “meeting”). This summary does not contain all of the information that you should consider in voting your shares. You should read the entire Proxy Statement and 2015 Annual Report on Form 10-K carefully before voting.

As you read this Proxy Statement, keep in mind that 2015 was a unique year for SPX. In 2015, we completed the transformative spin-off of our Flow business (the “Spin-Off”) into a newly-formed, independent, publicly-owned company called SPX FLOW, Inc. (“FLOW”). The Spin-Off became effective on September 26, 2015, at which time the current executive officers and new directors of SPX assumed their new roles. Simultaneously, the former SPX executive officers transitioned to positions with FLOW, and, with the exception of one retirement, the former SPX directors resigned to become directors of FLOW. Although SPX and FLOW are now separate companies and the former SPX executive officers and directors no longer hold positions with SPX, rules and regulations of the Securities and Exchange Commission (the “SEC”) and/or the New York Stock Exchange (the “NYSE”) require that we provide certain information (including compensation information) regarding these former executive officers and directors for the period of time prior to the Spin-Off. We have endeavored to clearly indicate for you throughout this Proxy Statement what information relates to pre-Spin-Off SPX and where we have changed our approach.

The Board strongly encourages you to exercise your right to vote on these matters. Your vote is important.

Who May Vote

Holders of common stock of SPX whose shares are recorded directly in their names in our stock register (“stockholders of record”) at the close of business on March 29, 2016, may vote their shares on the matters to be acted upon at the meeting. Stockholders who hold shares of our common stock in “street name,” that is, through an account with a broker, bank, trustee or other holder of record, as of such date may direct the holder of record how to vote their shares at the meeting by following the instructions that they receive from the holder of record.

A list of stockholders entitled to vote at the meeting will be available for examination at our principal executive offices located at 13320-A Ballantyne Corporate Place, Charlotte, North Carolina 28277, for a period of at least 10 days prior to the Annual Meeting and during the meeting. The stock register will not be closed between the record date and the date of the meeting.

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How to Vote

How to Vote				Stockholders of Record*		Street  Name Holders †
MOBILE DEVICE		Scan the QR Code to vote using your mobile device:				Refer to voting instruction form
INTERNET		Visit the applicable voting website:		www.envisionreports.com/ SPXC		www.proxyvote.com
TELEPHONE		Within the United States, U.S. Territories, and Canada, on touch-tone telephone, call toll free:		1-800-652-VOTE (8683)		Refer to voting instruction form
MAIL		Complete, sign, and mail your proxy card or voting instruction form in the self-addressed envelope provided.
MEETING		For instructions on attending the Annual Meeting in person, please see below and page 56.

To allow sufficient time for voting, your voting instructions must be received by 11:59 p.m. Eastern Time on May 23, 2016, if you are not voting in person at the meeting.

Admission to Meeting

If you are a stockholder of record, you will need to bring with you to the meeting either the Notice of Internet Availability of Proxy Materials or any proxy card that is sent to you. Otherwise, you will be admitted only upon other verification of record ownership at the admission counter.

If you own shares held in street name, bring with you to the meeting either the Notice of Internet Availability of Proxy Materials or any voting instruction form that is sent to you, or your most recent brokerage statement or a letter from your bank, broker, or other holder of record indicating that you beneficially owned shares of our common stock on March 29, 2016. We can use that to verify your beneficial ownership of common stock and admit you to the meeting. If you intend to vote at the meeting, you also will need to bring to the meeting a legal proxy from your bank, broker, or other holder of record that authorizes you to vote the shares that the holder of record holds for you in its name.

Additionally, all persons will need to bring a valid government-issued photo ID to gain admission to the meeting.

Additional Information

More detailed information about the Annual Meeting and voting can be found in “Questions and Answers” beginning on page 56.

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CORPORATE GOVERNANCE GUIDELINES

As part of its ongoing commitment to good corporate governance, the Board has codified its corporate governance practices into a set of Corporate Governance Guidelines. These guidelines assist the Board in the exercise of its responsibilities and may be amended by the Board from time to time. Our Corporate Governance Guidelines comply with the applicable requirements of the listing standards of the NYSE and are available on our website ( www.spx.com ) under the heading “Investor Relations—Corporate Governance”.

CODE OF BUSINESS CONDUCT

We have adopted a Code of Business Conduct that applies to all our directors, officers, and employees, including our CEO and senior financial and accounting officers. Our Code of Business Conduct requires each director, officer, and employee to avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in the best interest of our company and our stockholders. In addition, our Code of Business Conduct acknowledges special ethical obligations for financial reporting. The Code of Business Conduct also meets the requirements of a code of business conduct and ethics under the listing standards of the NYSE and the requirement of a “Code of Ethics” as defined in the rules of the SEC. We maintain a current copy of our Code of Business Conduct, and will promptly post any amendments to or waivers of our Code of Business Conduct regarding our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website ( www.spx.com ) under the heading “Investor Relations—Corporate Governance—Commitment to Compliance”.

DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines require that a substantial majority of the Board meet the independence requirements of the listing standards of the NYSE. Our Board reviews, at least annually, whether each of our directors is independent. The Board has adopted categorical Independence Standards to help guide it in this process. Our Independence Standards are available on our website ( www.spx.com ), under the heading “Investor Relations—Corporate Governance”. Members of the Audit Committee, Compensation Committee, and Nominating and Governance Committee must meet all applicable independence tests of the NYSE and SEC. Based on its most recent annual review, the Board has concluded that Mr. O’Leary, Mr. Puckett, Mr. Roberts, Dr. Shaw, and Ms. Utley are independent, as defined in our Independence Standards and the listing standards of the NYSE. The Board has concluded that Mr. Lowe and Mr. Kearney are not independent as defined in our Independence Standards and the listing standards of the NYSE.

The non-employee members of the Board meet regularly in executive session without management. In addition, the non-employee members of the Board meet in executive session with the CEO and such other management as the Board deems appropriate on a regular basis.

CHARITABLE CONTRIBUTIONS

It is the policy of the Board that no officer or director shall solicit contributions for charities from other officers or directors or directly from SPX if the director or officer soliciting the contributions personally controls the charity. In addition, no officer or director shall solicit contributions from other officers or directors for charities controlled by SPX.

From time to time, SPX may make contributions to charitable organizations for which a member of our Board or one of our executive officers serves as a director or officer. In the past three fiscal years, however, the amount of any of these contributions in any single fiscal year has not exceeded the greater of (a) $1 million or (b) 2% of the charitable organization’s consolidated gross revenues.

RISK OVERSIGHT

The Board exercises risk oversight at SPX. Committees take the lead in discrete areas of risk oversight when appropriate. For example, the Audit Committee is primarily responsible for risk oversight relating to financial statements, the Compensation Committee is primarily responsible for risk oversight relating to executive compensation, and the Nominating and Governance Committee is primarily responsible for risk oversight relating to corporate governance. Committees report to the Board on risk management matters.

Management presents to the Board its view of the top risks facing SPX in a dedicated “enterprise risk management” presentation at least once a year. Matters such as risk tolerance and management of risk are also discussed at

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this meeting. In addition, risk is explicitly addressed in a wide range of Board discussions, including those relating to segment or business unit activities, specific corporate functions (such as treasury, intellectual property, tax, capital allocation, legal, etc.), cybersecurity, and consideration of extraordinary transactions. As part of these discussions, our directors ask questions, offer insights, and challenge management to continually improve its risk assessment and management. The Board has full access to management, as well as the ability to engage advisors in order to assist in its risk oversight role.

We conduct an annual in-depth review of the risks associated with our incentive-based agreements and practices. In 2015, we again determined that the risks were appropriate.

See “Risk Analysis,” on page 34, for further discussion.

COMMUNICATIONS WITH DIRECTORS

Interested parties may communicate with any of our non-employee directors by writing to the director in care of our Corporate Secretary at our address shown on the cover of this Proxy Statement. In accordance with the policy adopted by our non-employee directors, our Corporate Secretary will promptly relay to the addressee all communications that he determines require prompt attention by a non-employee director and will regularly provide the non-employee directors with a summary of all substantive communications.

BOARD QUALIFICATIONS AND DIVERSITY

The Nominating and Governance Committee selects individuals as director nominees based on their business and professional accomplishments, integrity, demonstrated ability to make independent analytical inquiries, ability to understand our business, absence of conflicts of interest, and willingness to devote the necessary time to Board duties. Neither the Board nor the Nominating and Governance Committee has set minimum requirements with respect to age, education, or years of business experience or set specific required skill sets for directors, but each does require each director to have a proven record of success and leadership. The Nominating and Governance Committee seeks to structure the Board such that it consists of a diverse group of individuals, each with a unique combination of skills, experience, and background. The Nominating and Governance Committee has no set diversity policy or targets, but places what it believes to be appropriate emphasis on certain skills, experience, or background that it determines adds or would add value to our Board. Knowledge of our industry and strategic perspective, as well as financial expertise and experience on other boards, are examples of attributes that our Board and the Nominating and Governance Committee consider to be key. The Nominating and Governance Committee also considers effective interaction among Board members and between the Board and management to be crucial factors in considering individuals for nomination.

We believe that each director should bring a wealth of experience, talent, and diverse perspective that, individually and in the aggregate, adds value to our Company. As our Corporate Governance Guidelines state, our Nominating and Governance Committee, and ultimately our Board, selects individuals as director nominees based on the totality of their business and professional accomplishments, integrity, demonstrated ability to make independent analytical inquiries, ability to understand our business, absence of conflicts of interest, and willingness to devote the necessary time to Board duties. For a better understanding of the qualifications of each of our directors, we encourage you to read their biographies, beginning on page 14 of this Proxy Statement, as well as other publicly available documents discussing their careers and experiences.

DIRECTOR NOMINEES

The Nominating and Governance Committee is responsible for proposing director nominees and will consider director nominee recommendations offered by stockholders in accordance with our by-laws.

At such times as the Board and the Nominating and Governance Committee determine there is a need to add or replace a director, the Nominating and Governance Committee identifies director candidates through references from its members, other directors, management, or outside search firms, if appropriate.

In considering individuals for nomination, the Nominating and Governance Committee consults with our Chairman and our President and CEO. A director’s qualifications in meeting the criteria discussed above under “Board Qualifications and Diversity” are considered at least each time the director is re-nominated for Board membership. The Nominating and Governance Committee applies the same process and standards to the evaluation of each potential director nominee, regardless of whether he or she is recommended by one or more stockholders or is identified by some other method.

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Once the Nominating and Governance Committee identifies a director candidate, directors and members of management interview the candidate. Following that process, the Nominating and Governance Committee and the Board determine whether to nominate the candidate for election at an annual meeting of stockholders or, if applicable, to appoint the candidate as a director. Any such nomination or appointment is subject to acceptance by the candidate. Our by-laws require that any director appointed to the Board other than at an annual meeting of stockholders be submitted for election by our stockholders at the next annual meeting.

At this Annual Meeting you will be asked to elect six directors, five of whom are non-employee directors appointed to fill vacancies created in connection with the Spin-Off. In accordance with the above described process, the Nominating and Governance Committee identified director candidates through references from directors, management, and an outside search firm. Mr. O’Leary was identified through references from management; Mr. Puckett was identified through a reference from a then non-employee director; Mr. Roberts was identified through a reference from our then Chairman, President and CEO; Dr. Shaw was identified through a reference from our then Chairman, President and CEO; and Ms. Utley was identified through an outside search firm.

If you wish to recommend a nominee for director for the 2017 Annual Meeting, our Corporate Secretary must receive your written nomination on or before January 24, 2017. You should submit your proposal to our Corporate Secretary at our address on the cover of this Proxy Statement. As detailed in our by-laws, for a nomination to be properly brought before an annual meeting, your notice of nomination must include: (1) your name and address, as well as the name and address of any beneficial owner of the shares, and the name and address of the nominee; (2) the class and number of shares of SPX stock owned beneficially and of record by you and any beneficial owner as of the date of the notice (which information must be supplemented as of the record date); (3) a description of certain agreements, arrangements, or understandings entered into by you or any beneficial owner with respect to the shares (which information must be supplemented as of the record date); (4) a statement that you are a record holder of SPX shares entitled to vote at the meeting and that you plan to appear in person or by proxy at the meeting to make the nomination; (5) a description of all arrangements or understandings between you and any other persons pursuant to which you are making the nomination; (6) any other information regarding you, any beneficial owner, or the nominee that the rules of the SEC require to be included in a proxy statement; (7) the nominee’s agreement to serve as a director if elected; and (8) a statement as to whether each nominee, if elected, intends to tender, promptly following his or her election or re-election, an irrevocable resignation effective upon his or her failure to receive the required vote for re-election at the next meeting at which he or she would face re-election and the acceptance of such resignation by the Board, in accordance with our Corporate Governance Guidelines. In addition, any director nominee must provide information we may reasonably request in order for us to determine the eligibility of such nominee to serve as an independent director.

DIRECTOR ELECTION

In uncontested elections, we elect directors by majority vote. Under this majority vote standard, each director must be elected by a majority of the votes cast with respect to that director, meaning that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. In a contested election, directors are elected by a plurality of the votes represented in person or by proxy at the meeting. An election is contested if the number of nominees exceeds the number of directors to be elected. Whether or not an election is contested is determined ten days in advance of the date we file our definitive proxy statement with the SEC. This year’s election is uncontested. Accordingly, the majority vote standard will apply.

If a nominee already serving as a director is not elected at an annual meeting, Delaware (SPX’s State of organization) law provides that the director will continue to serve on the Board as a “holdover director” until his or her successor is elected. Our Nominating and Governance Committee, however, has established procedures requiring directors to tender to the Board advance resignations. As set forth in our Corporate Governance Guidelines, the Board will nominate for election or re-election as a director only candidates who agree to tender, promptly following each annual meeting of stockholders at which they are elected or re-elected as a director, irrevocable resignations that will be effective only if (1) the director fails to receive a sufficient number of votes for re-election at the next annual meeting of stockholders at which he or she faces re-election and (2) the Board accepts the resignation. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with this provision.

In the event a resignation is triggered as a result of a director not receiving a majority vote, the Nominating and Governance Committee will consider the resignation and make a recommendation to the Board on whether to accept or reject it, or whether other action should be taken. The Board will consider the Committee’s recommendation and publicly disclose its

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decision and the rationale behind it in a Current Report on Form 8-K filed with the SEC within 90 days from the date of the certification of the election results. At the 2015 Annual Meeting, each director standing for election received a majority of the votes cast for his or her election.

ATTENDANCE AT ANNUAL MEETING

It is our policy to invite all members of our Board to attend our Annual Meeting. While their attendance is not required, each of our directors serving at the time of our last Annual Meeting attended that meeting. We anticipate all our directors will attend the 2016 Annual Meeting.

INDEPENDENT COMPENSATION CONSULTANT

The Compensation Committee has retained Pearl Meyer as its sole independent compensation consultant. Pearl Meyer does not provide any services to our Company other than advice to and services for the Compensation Committee relating to compensation of all executives and the Nominating and Governance Committee relating to compensation of our non-employee directors. The independent compensation consultant may provide other consulting services to SPX, with approval from the Compensation Committee or Nominating and Governance Committee. The Compensation Committee reviews services provided by its independent compensation consultant on at least an annual basis.

The independent compensation consultant:

The Compensation Committee has directed the independent compensation consultant to collaborate with management, including our human resources function, to obtain data, clarify information, and review preliminary recommendations prior to the time they are shared with the relevant committee.

The Compensation Committee has considered the independence of Pearl Meyer in light of SEC rules and NYSE listing standards. The Compensation Committee requested and received a letter from Pearl Meyer addressing the independence of Pearl Meyer and the Pearl Meyer senior advisor involved in the engagement, including the following factors: (1) other services provided to us; (2) fees paid by us as a percentage of Pearl Meyer’s total revenue; (3) policies or procedures maintained by Pearl Meyer that are designed to prevent a conflict of interest; (4) any business or personal relationships between the senior advisor and a member of the Compensation Committee; (5) any SPX stock owned by the senior advisor; and (6) any business or personal relationships between our executive officers and the senior advisor. The Compensation Committee discussed these considerations and concluded that the work performed by Pearl Meyer and Pearl Meyer’s senior advisor involved in the engagement did not raise any conflict of interest and that Pearl Meyer provides objective and competent advice. The following protocols are designed to help ensure objectivity:

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RELATED-PARTY TRANSACTIONS

Pursuant to its charter and a written related-party policy, the Audit Committee is charged with reviewing and approving any related-party transactions. A related-party transaction is a transaction involving SPX and any of the following persons: a director, director nominee, or executive officer of SPX; a holder of more than 5% of SPX common stock; or an immediate family member or person sharing the household of any of these persons. When considering a transaction, the Audit Committee is required to review all relevant factors, including whether the transaction is in the best interest of our company, our Company’s rationale for entering into the transaction, alternatives to the transaction, whether the transaction is on terms at least as fair to our Company as would be the case were the transaction entered into with a third party, potential for an actual or apparent conflict of interest, and the extent of the related party’s interest in the transaction. Our legal staff is primarily responsible for the development and implementation of procedures and controls to obtain information from our directors and officers relating to related-party transactions and then determining, based on the facts and circumstances, whether we or a related party has a direct or indirect material interest in the transaction.

In the course of the Board’s determination regarding the independence of each of the non-employee directors, the Nominating and Governance Committee and Audit Committee considered any relevant transactions, relationships, or arrangements. Except as set forth below, no member of our Board or management was aware of any transactions that would be required to be disclosed in this section.

Agreement with pre-Spin-Off NEO

In connection with his relocation to Charlotte, North Carolina, in 2002, we made an interest-free loan to Mr. Foreman, as described in “Compensation Discussion and Analysis—2015 Program Design and Decisions—Other Benefits and Perquisites,” on page 32.

Agreements with FLOW

In connection with the Spin-Off, SPX entered into agreements with FLOW that govern our relationship and provide for an orderly transition of FLOW into an independent, publicly-owned company. Following the Spin-Off, SPX and FLOW operate independently. Following is a summary of the terms of these material agreements. Please see the full agreements, filed as exhibits to our periodic reports with the SEC, for additional detail.

Separation and Distribution Agreement

SPX entered into a Separation and Distribution Agreement with FLOW that set forth the principal actions to be taken in connection with the Spin-Off, including the internal reorganization. It also set forth other agreements that govern certain aspects of the parties’ relationship following the Spin-Off.

Transfer of Assets and Assumption of Liabilities . The Separation and Distribution Agreement identifies certain assets transferred and liabilities assumed in advance of FLOW’s separation so that generally each company retained the assets of, and the liabilities associated with, its respective businesses. To the extent that any such transfer of assets or assumption of liabilities contemplated by the Separation and Distribution Agreement was not consummated at or prior to the distribution, the parties will cooperate to effect such transfer or assumption as promptly following the distribution as practicable. If any such transfer of assets or assumption of liabilities were consummated at or prior to the distribution, then the party retaining such asset or liability agreed to take such actions as reasonably requested by the party to which such asset or liability is to be transferred or assumed in order to place such party, insofar as reasonably possible, in the same position as if such asset or liability had been transferred or assumed as contemplated by the Separation and Distribution Agreement.

Cash Adjustments . Pursuant to the Separation and Distribution Agreement, we contributed to FLOW an amount of cash and cash equivalents, so that, as of the distribution, FLOW had, in the aggregate, an amount of cash and cash equivalents of at least $200 million.

The Distribution . The Separation and Distribution Agreement governs the rights and obligations of the parties regarding the distribution and certain actions that occurred prior to the distribution, such as the reorganization, the adoption of the amended and restated articles of incorporation and amended and restated by-laws, and the election of officers and directors. Pursuant to this agreement, as consideration for the transfer to FLOW of the assets that related to its businesses, FLOW issued to us (1) such number of shares of its common stock required in order for us to effect the distribution and (2) physical evidence of FLOW’s indebtedness under the 2017 Notes (the “Global Note”). We (a) caused our agent to distribute all issued and outstanding shares of FLOW common stock to our stockholders as of the record date, and (b) exchanged the Global Note for physical evidence of indebtedness under the Global Note.

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Release of Claims . The parties agreed to broad releases under which we each released the other company and its wholly-owned subsidiaries and affiliates, and its respective stockholders, directors, officers, agents and employees (in their respective capacities as such) from any and all liabilities existing or arising from any acts or events occurring or failing to occur or any conditions existing at or prior to the distribution. These releases are subject to certain exceptions set forth in the Separation and Distribution Agreement.

Indemnification . The parties indemnified each other against certain liabilities in connection with the Spin-Off and our respective businesses and other matters specified in the Separation and Distribution Agreement. The Separation and Distribution Agreement specifies procedures with respect to claims subject to indemnification and related matters.

Insurance . The Separation and Distribution Agreement provides for the allocation between the parties of rights and obligations under existing insurance policies and sets forth procedures for the administration of insured claims. In addition, the Separation and Distribution Agreement allocates between the parties the right to proceeds and obligations to incur certain deductibles under certain insurance policies.

Dispute Resolution . In the event of any dispute arising out of the Separation and Distribution Agreement, the general counsels of the parties and such other representatives as the parties designate will negotiate to resolve the dispute. If the parties are unable to resolve the dispute in this manner within 60 days, then at the request of either party, the dispute will be resolved through binding arbitration.

Tax Matters Agreement

The Tax Matters Agreement governs the parties’ respective rights, responsibilities, and obligations with respect to taxes, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and assistance and cooperation in respect of tax matters. Under the Tax Matters Agreement, we are generally responsible for all U.S. federal and state income taxes incurred through the effective time of the distribution, and the parties will each generally be responsible for any other taxes attributable to their businesses.

Under the Tax Matters Agreement, certain special rules and indemnities would apply in the event the Spin-Off were not tax-free. FLOW agreed in the Tax Matters Agreement (i) generally not to enter into certain transactions that could cause the Spin-Off to be taxable, and (ii) to indemnify SPX for any tax liabilities resulting from such a transaction. For example, during the two-year period following the distribution, among other restrictions, FLOW may not, subject to certain exceptions, enter into or authorize: (1) any transaction resulting in an acquisition of its stock or assets beyond certain thresholds; (2) any merger, consolidation, or liquidation; (3) any issuances of equity securities beyond certain thresholds; or (4) any repurchases of SPX common stock beyond certain thresholds. FLOW’s indemnification obligations to us under the Tax Matters Agreement will not be limited in amount or subject to any cap. In addition, under certain circumstances, if the Spin-Off becomes taxable to us, FLOW may be required to make payments to us in respect of any resulting tax benefits to FLOW, if, as and when such benefits are realized.

The covenants and obligations under the Tax Matters Agreement may discourage, delay or prevent a change of control otherwise considered favorable. Though valid as between the parties, the Tax Matters Agreement is not binding on the IRS.

Employee Matters Agreement

The parties entered into an Employee Matters Agreement governing the allocation of employees to FLOW and obligations and responsibilities regarding compensation, benefits, and labor matters. Under the Employee Matters Agreement, the parties allocated all employees of SPX and our affiliates immediately before the Spin-Off among the parties based upon whether each employee’s employment duties before the Spin-Off relate to SPX’s business or FLOW’s business and upon various other factors as applicable.

The Employee Matters Agreement provides that, unless otherwise specified, we are responsible for liabilities associated with our current employees and all our pre-Spin-Off employees up to the time of the Spin-Off, and FLOW is responsible for liabilities associated with its employees.

The Employee Matters Agreement also includes provisions regarding cooperation between the parties on matters relating to employees and employee benefits and other administrative provisions.

The Employee Matters Agreement also provides for the mechanics for the conversion, adjustment, cancellation, or replacement of equity awards granted under SPX equity plans. For more information about the treatment of outstanding stock options and unvested equity awards, see the Employee Matters Agreement, filed as an exhibit to our periodic reports with the SEC.

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Transition Services Agreement

The parties entered into a Transition Services Agreement, under which each party will provide the other with certain services to help ensure an orderly transition following the Spin-Off.

The services we provide to FLOW include information technology, human resources, finance and financial reporting, and other administrative services. The services we receive from FLOW include information technology, human resources, finance and financial reporting, tax compliance, facility access, and other administrative services. The charge for these services will be intended to allow the relevant party to recover the direct and indirect costs incurred in providing such services, in a manner generally consistent with past practice. The Transition Services Agreement contains customary mutual indemnification provisions.

The Transition Services Agreement generally provides for a term of services starting at the Spin-Off and continuing for a period of up to 12 months following the Spin-Off. Other than with respect to certain fixed-term pass-through services, a party may terminate any transition services it is receiving upon 30 days’ prior notice to the other party. Any extension or renewal of the Transition Services Agreement or the services provided thereunder would require mutual agreement of the parties.

Trademark License Agreement

We have transferred all our rights to use the green “X” SPX logo and trademark to FLOW as well as certain know-how used in the conduct of its business. The parties entered into a Trademark License Agreement pursuant to which we received a royalty-free exclusive license to use certain names, licensees, and trademarks in our business. We will have up to 18 months after the distribution date to cease use of the green “X” SPX logo in our business. We may continue to use ‘‘SPX’’ in our marketing materials for three years and will have a perpetual license to use the name ‘‘SPX’’ in our corporate name and in the name of our subsidiaries. We will have the right to use the current SPX buildmark, as approved by FLOW, for up to 20 years with the right of automatic renewal.

BOARD LEADERSHIP STRUCTURE

Our governance documents provide the Board with flexibility to select the leadership structure that is most appropriate for the Company and its stockholders in consideration of then-current circumstances. The Board regularly evaluates the Company’s leadership structure and has concluded that the Company and its stockholders are best served by not having a formal policy regarding whether the same individual should serve as both Chairman of the Board and CEO. This approach allows the Board to elect the most qualified Director as Chairman of the Board while also maintaining the ability to separate the Chairman of the Board and CEO roles when necessary or appropriate. For example, as of September 26, 2015, we separated the positions of Chairman of the Board and CEO in light of the fact that our then-elected CEO was both new to the role and had not previously served on a public company board of directors.

Currently, Eugene J. Lowe, III, serves as our President and CEO, a position he has held since September 26, 2015. In this role, Mr. Lowe is responsible for managing the day-to-day operations of the Company and for planning, formulating, and coordinating the development and execution of our corporate strategy, policies, goals, and objectives. Mr. Lowe is accountable for Company performance and reports directly to the Board.

Effective September 26, 2015, Patrick J. O’Leary was appointed to serve as our non-employee Chairman of the Board. In this role, Mr. O’Leary’s responsibilities include the following:

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In the event the Board determines that the same individual should again serve as both Chairman of the Board and CEO, the Board will establish an independent Lead Director position. In this case, the Lead Director would be elected by and from the independent directors and have clearly delineated duties. These duties, as set forth in our Corporate Governance Guidelines, would include acting as principal liaison between the independent directors and the Chairman and CEO, chairing meetings of independent directors, developing the Board’s agendas in collaboration with the Chairman and CEO, and reviewing and advising on the quality of the information provided to the Board.

The small size of our Board and the relationship between management and non-employee directors puts each director in a position to influence agendas, flow of information, and other matters. Our non-employee directors meet regularly in private session, without management, as part of our Board meetings and can also call additional meetings of the non-employee directors at their discretion.

The Board believes that its current leadership structure provides an appropriate balance among strategy development, operational execution, and independent oversight, and is therefore in the best interests of the Company and its stockholders.

BOARD COMMITTEES

The Board met 11 times during 2015. The Board currently has a standing Audit Committee, Compensation Committee, and Nominating and Governance Committee. Each director attended at least 75% of the meetings of the Board and of the committees on which he or she served in 2015. Each committee has adopted a charter that specifies the composition and responsibilities of the committee. Each committee charter is posted on our website ( www.spx.com ) under the heading “Investor Relations—Corporate Governance”.

The table below provides membership and 2015 meeting information following the Spin-Off for each of the Board Committees.

The table below provides membership and 2015 meeting information prior to the Spin-Off for each of the Board committees.

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CORPORATE GOVERNANCE

AUDIT COMMITTEE

Membership:

The Board has determined that each member of the Audit Committee is independent in accordance with our Audit Committee charter, Corporate Governance Guidelines, and Independence Standards, as well as the rules of the SEC and the listing standards of the NYSE. In addition, the Board has determined that each member of the Committee has a working familiarity with basic finance and accounting practices, including the ability to read and understand financial statements. Finally, the Board has determined that Mr. Puckett (serving currently and as of the Spin-Off) and Mr. Lisenby and Mr. Mancuso (serving up to the Spin-Off) each is an “audit committee financial expert” under the rules of the SEC and each has accounting and/or related financial management expertise, as required by the listing standards of the NYSE.

Function:

The Audit Committee is responsible for ensuring the integrity of the financial information reported by our company. The Audit Committee appoints the independent registered public accounting firm, approves the scope of audits performed by it and by the internal audit staff, and reviews the results of those audits. The Audit Committee also meets with management, the independent registered public accounting firm, and the internal audit staff to review audit and non-audit results, as well as financial, cybersecurity, accounting, and internal control matters.

Additional information on the Audit Committee and its activities is set forth in the “Audit Committee Report” on page 53.

COMPENSATION COMMITTEE

Membership:

The Board has determined that each member of the Compensation Committee is independent in accordance with our Compensation Committee Charter, Corporate Governance Guidelines, and Independence Standards, as well as the rules of the SEC and the listing standards of the NYSE. In addition, the Board has determined that each member of the Compensation Committee meets the “outside director” and “non-employee director” requirements as defined, respectively, under Section 162(m) of the Internal Revenue Code and Section 16 under the Securities Exchange Act of 1934, as amended.

Function:

The Compensation Committee sets the compensation for our executive officers, including agreements with our executive officers, equity grants, and other awards; and makes recommendations to the Board on these same matters for our CEO. The Compensation Committee receives input regarding compensation for our executive officers including proposed compensation, from its independent compensation consultant, as well as from our CEO for his direct reports. The Compensation Committee previously delegated to our CEO the authority to issue up to an aggregate of 75,000 restricted shares or restricted stock units annually to persons other than Section 16 officers. In 2016, the Compensation Committee revised this delegation to our CEO and granted authority for the CEO to issue up to $50,000 per individual and $250,000 in the aggregate worth of equity grants annually to non-officer employees.

The Compensation Committee has the authority under its charter to retain, terminate, and set fees and retention terms for such independent compensation consultant or other outside advisors as it deems necessary or appropriate in its sole discretion. The Compensation Committee reviews outside advisors and consultants on at least an annual basis to determine objectivity and review performance, including a review of the total fees paid to such advisors or consultants. The Compensation Committee has retained Pearl Meyer as its independent compensation consultant.

Additional information on the Compensation Committee, its activities, its relationship with its independent compensation consultant, and management’s role in setting compensation is set forth in “Compensation Discussion and Analysis,” beginning on page 22, and “Corporate Governance—Independent Compensation Consultant,” beginning on page 4.

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CORPORATE GOVERNANCE

NOMINATING AND GOVERNANCE COMMITTEE

Membership:

The Board has determined that each member of the Nominating and Governance Committee is independent in accordance with our Nominating and Governance Committee Charter, Corporate Governance Guidelines, and Independence Standards, as well as the rules of the SEC and the listing standards of the NYSE.

Function:

The Nominating and Governance Committee assists the Board in identifying qualified individuals to become Board members and recommending to the Board the director nominees; develops and recommends to the Board our Corporate Governance Guidelines; leads the Board in its annual review of the Board’s performance; makes recommendations to the Board regarding the compensation of non-employee directors; and makes recommendations to the Board with respect to the assignment of individual directors to various committees. The Nominating and Governance Committee also approves equity awards for non-employee directors, subject to Board approval.

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