Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


SPX 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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13320 Ballantyne Corporate Place
Charlotte, NC 28277
Telephone: (704) 752-4400
Facsimile: (704) 752-4405

You are cordially invited to attend the SPX Corporation Annual Meeting of Stockholders on May 8, 2015 at 8:00 a.m. (Eastern Time), at the offices of SPX, 13320 Ballantyne Corporate Place, Charlotte, North Carolina, 28277.

All SPX stockholders of record at the close of business on March 16, 2015 are welcome to attend the Annual Meeting, but it is important that your shares are represented at the Annual Meeting whether or not you plan to attend. To ensure that you will be represented, we ask you to vote by telephone, mail, or over the internet as soon as possible.

Along with the other members of your Board of Directors, I look forward to personally greeting those stockholders who attend this year's meeting. On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued interest in the business of SPX.

Friday, May 8, 2015
8:00 a.m.
13320 Ballantyne Corporate Place
Charlotte, North Carolina 28277

You can vote at the Annual Meeting in person or by proxy if you were a stockholder of record at the close of business on March 16, 2015. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.

This year, we are again electronically disseminating Annual Meeting materials to some of our stockholders, as permitted under the "Notice and Access" rules approved by the Securities and Exchange Commission. Stockholders for whom Notice and Access applies will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred.

Important Notice Regarding the Availability of Proxy Materials for the 2015 Annual Meeting of
Stockholders: The Notice of Annual Meeting, Proxy Statement and
our 2014 Annual Report to Stockholders are available electronically at
http://www.edocumentview.com/SPW.

We are mailing or making available these materials to you because we are soliciting your proxy to vote your shares in connection with SPX's Annual Meeting, scheduled to take place on May 8, 2015, or at any adjournments or postponements of this meeting. We are first mailing or making available to stockholders this proxy statement, our Annual Report to Stockholders for the year ended December 31, 2014 and related materials on or about March 26, 2015.

Our proxy statement and our fiscal 2014 Annual Report to Stockholders are also available at our website at http://www.spx.com. Additionally, and in accordance with Securities and Exchange Commission ("SEC") rules, you may access our proxy statement at http://www.edocumentview.com/SPW, which does not have "cookies" that identify visitors to the site.

Why did I receive a one-page Notice of Internet Availability of Proxy Materials rather than a full set of Proxy Materials?

SEC rules allow companies to provide stockholders with access to Proxy Materials over the internet rather than mailing the materials to stockholders. Accordingly, to conserve natural resources and reduce costs, we are sending many of our stockholders a Notice of Internet Availability of Proxy Materials. The Notice provides instructions for accessing the Proxy Materials on the website referred to in the Notice or for requesting printed copies of the Proxy Materials. The Notice also provides instructions for requesting the delivery of the Proxy Materials for future Annual Meetings in printed form.

You may attend the Annual Meeting if you were an SPX stockholder of record as of the close of business on March 16, 2015 or you hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admittance. If you are a stockholder of record or hold your shares through the SPX 401(k) Plan, your name will be verified against the list of stockholders of record or plan participants on the record date prior to your being admitted to the Annual Meeting. If you are not a stockholder of record but hold shares through a broker, trustee or nominee, you should provide proof of beneficial ownership on the record date, such as a recent account statement showing your ownership, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership.

Stockholders at the close of business on March 16, 2015 (the record date) are entitled to vote. On that date, there were 40,988,503 shares of SPX common stock outstanding.

Yes. If you were a stockholder on the record date, you can vote your shares of common stock in person at the Annual Meeting. If your shares are held through a broker, trustee or nominee, you may vote your shares in person only if you have a legal proxy from the entity that holds your shares giving you the right to vote the shares. A legal proxy is a written document from your brokerage firm, trustee or bank authorizing you to vote the shares it holds for you in its name. If you attend the meeting and vote your shares by ballot, your vote at the meeting will revoke any vote you submitted previously.

Even if you currently plan to attend the meeting, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to attend the meeting.

If your shares are held through a broker, trustee or nominee, you may vote your shares before the meeting over the internet by following the instructions on the Notice of Internet Availability of Proxy Materials or proxy card you received or, if you received a voting instruction form from your brokerage firm, bank, or other similar entity by mail, by completing, signing, and returning the form you received. You should check your voting instruction form to see if telephone or internet voting is available to you.

If your shares are held in your name, you may vote your shares before the meeting over the internet by following the instructions on the Notice of Internet Availability of Proxy Materials or proxy card you received for that account.

If you received more than one Notice of Internet Availability of Proxy Materials or proxy card, this means you hold shares of our common stock in more than one account. You should complete, sign, date, and return each proxy card or vote all shares over the internet or by telephone for each of your accounts. If you vote over the internet or by telephone, you should not mail back the related proxy card.

If you sign, date and return your proxy card, your vote will be cast as you direct. If your proxy card does not indicate how you want to vote, you give authority to Christopher J. Kearney and Jeremy Smeltser to vote on the items discussed in these Proxy Materials and any other matter properly brought at the Annual Meeting. In such a case, your vote will be cast:

You may revoke your proxy in one of four ways at any time before it is exercised:

The presence, in person or by proxy, of the holders of one-third of the total number of shares of SPX stock issued and outstanding and entitled to vote at the Annual Meeting constitutes a quorum. You will be considered part of the quorum if you return a signed and dated proxy card, if you vote by telephone or internet, or if you attend the Annual Meeting.

Abstentions are counted as "shares present" at the Annual Meeting for purposes of determining whether a quorum exists. Proxies submitted by banks, brokers or other holders of record holding shares for you as a beneficial owner that do not indicate a vote for some of or all the proposals because that holder does not have voting authority and has not received voting instructions from you (so-called "broker non-votes") are also considered "shares present" for purposes of determining whether a quorum exists. If you are a beneficial owner, these holders are permitted to vote your shares on the ratification of the appointment of our independent public accountants, even if they do not receive voting instructions from you.

A majority of votes cast means that the number of shares voted for a director or proposal must exceed the number of shares voted against that director or proposal.

An abstention is not considered as a share voted and will not impact the election of directors or the Say on Pay vote. However, since an abstention is considered a share present or represented by proxy and entitled to vote, as one less vote for approval it will have the effect of a vote against the amendment and restatement of our 2002 Stock Compensation Plan, the amendment of our Certificate of Incorporation, the ratification of our independent public accountants and other proposals that may be brought before the Annual Meeting.

A broker non-vote is not considered as a share voted or entitled to vote and will not impact the vote on any of the proposals other than the amendment of our Certificate of Incorporation, where it will have the same effect as a vote against that proposal.

For a proposal to be included in our proxy statement for the 2016 Annual Meeting, you must submit it no later than November 27, 2015. Your proposal must be in writing and comply with the proxy rules of the SEC. You should send your proposal to our Corporate Secretary at our address on the cover of this proxy statement.

You also may submit a proposal that you do not want included in the proxy statement but that you want to raise at the 2016 Annual Meeting. We must receive this type of proposal in writing on or after December 10, 2015, but no later than January 9, 2016.

As detailed in our by-laws, to bring a proposal other than the nomination of a director before an annual meeting, your notice of proposal must include: (1) a brief description of the business you want to bring before the meeting; (2) the reasons for conducting such business at the meeting; (3) your name and address as they appear on our stock records, as well as the name and address of any beneficial owner of the shares; (4) 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); (5) 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); (6) any material interest you or any beneficial owner may have in the business you want to bring before the meeting; (7) a description of all agreements, arrangements and understandings between you or any beneficial owner and any other persons (including their names) in connection with the proposal of the business; and (8) any other information regarding you or any beneficial owner that would be required under the SEC's proxy rules and regulations.

If you wish to recommend a nominee for director for the 2016 Annual Meeting, our Corporate Secretary must receive your written nomination on or before January 9, 2016. 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 of Directors, 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.

We will pay all the costs of preparing, mailing and soliciting the proxies. We will ask brokers, banks, voting trustees and other nominees and fiduciaries to forward the Proxy Materials to the beneficial owners of SPX common stock and to obtain the authority to execute proxies. We will reimburse them for their reasonable expenses upon request. In addition to mailing Proxy Materials, our directors, officers and employees may solicit proxies in person, by telephone or otherwise. These individuals will not be specially compensated. We have retained D.F. King to assist us in soliciting your proxy and will pay them an estimated fee of $12,500 plus reasonable out-of-pocket expenses. D.F. King will ask brokerage houses and other custodians and nominees whether other persons are beneficial owners of SPX common stock. If so, we will supply them with additional copies of the Proxy Materials for distribution to the beneficial owners. We will also reimburse banks, nominees, fiduciaries, brokers and other custodians for their costs of sending the Proxy Materials to the beneficial owners of SPX common stock.

Eight directors currently serve on our Board of Directors. The directors are divided into three classes. There are currently two directors in the first class, three directors in the second class, and three directors in the third class.

At this Annual Meeting, you will be asked to elect three directors for the third class, Mr. Kearney, Ms. Altman, and Mr. Hull. Five directors will continue to serve on the Board of Directors as described below.

Each of the director nominees is a current SPX director and, if elected, will serve for a term of three years, until a qualified successor director has been elected, or until he or she resigns, retires or is removed by the stockholders for cause.

Each nominee has agreed 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 of Directors, in accordance with our Corporate Governance Guidelines.

Your shares will be voted as you specify on the enclosed proxy card. If you do not specify how you want your shares voted, we will vote them FOR the election of each of Mr. Kearney, Ms. Altman, and Mr. Hull. If unforeseen circumstances (such as death or disability) make it necessary for the Board of Directors to substitute another person for any of the nominees, your shares will be voted FOR that other person. The Board of Directors does not anticipate that any of the nominees will be unable to serve.

Nominees to Serve Until 2018 Annual Meeting

Christopher J. Kearney, 59, is Chairman, President and Chief Executive Officer of SPX. He was named President and Chief Executive Officer in December 2004, and was appointed Chairman in May 2007. He joined the company in February 1997 as Vice President, Secretary and General Counsel. Prior to joining SPX, he was Senior Vice President and General Counsel of Grimes Aerospace Company, a leading manufacturer of aircraft lighting equipment, engine system components and electronic systems. His business experience also includes positions at Borg-Warner Chemicals as Senior Attorney and Senior Counsel at General Electric's global materials business. Mr. Kearney holds an undergraduate degree from the University of Notre Dame and a law degree from DePaul University Law School. Mr. Kearney is a Member of the Advisory Council for University Libraries, University of Notre Dame, and serves on the Board of Directors of the Foundation For The Carolinas. Mr. Kearney is also a director of Nucor Corporation and Polypore International, Inc. Mr. Kearney has been a director of SPX since 2004.

Mr. Kearney brings valuable business and mergers and acquisitions experience and a strong legal perspective to our Board. Mr. Kearney, as the only member of SPX management to serve on the Board, also contributes a level of understanding of our company not easily attainable by an outside director.

Anne K. Altman, 56, has served in a number of roles at International Business Machines Corporation, beginning in 1981. Most recently, Ms. Altman has served as General Manager, IBM US Federal and Government Industries, Washington D.C., since 2013. She also currently serves on the IBM Performance Team and on the Advisory Board to IBM's Industry Academy. From 2009 until to 2013, Ms. Altman served as General Manager, Global Public Sector. Ms. Altman serves on the Executive Committee and as Vice Chairman of the Northern Virginia Technology Council, on the Executive Committee and as Technology Council Chair of the Professional Services Council, and on the Executive Committee and Nominating Committee, as well as Treasurer, of the National Symphony Orchestra. Ms. Altman joined the SPX Board in March, 2015.

Ms. Altman brings extensive information technology experience, including with respect to cybersecurity. Ms. Altman also contributes expertise with dealing and building relationships with government and regulatory agencies. Additionally, Ms. Altman offers valuable marketing, organizational management, and workforce optimization skills.

Robert F. Hull, Jr., 50, has served as the Chief Financial Officer of Lowe's Companies, Inc. since March 2003. He joined Lowe's in 1999 as Vice President of Financial Planning and Analysis and has more than 25 years of financial expertise, including deep knowledge and experience with financial statement analysis, tax matters, supply chain efficiencies and investor relations. He is a member of the Board of Trustees of the University of North Carolina at Charlotte. Mr. Hull joined the SPX Board in August 2014.

Mr. Hull contributes a strong financial expertise, including with respect to financial statement analysis and tax-related matters. Mr. Hull also brings a wealth of knowledge relating to supply chain efficiencies and investor relations.

Directors Continuing Until 2016 Annual Meeting

Terry S. Lisenby, 64, is the retired Chief Financial Officer, Treasurer and Executive Vice President of Nucor Corporation, a steel manufacturing company, a position he held from 2000 until the end of 2009. He previously served as a Vice President and Corporate Controller of Nucor from 1991 to 1999. Mr. Lisenby began his career with Nucor as Corporate Controller in 1985. Mr. Lisenby joined the SPX Board in January 2011.

Mr. Lisenby contributes a strong understanding of finance and accounting to our Board. In addition, Mr. Lisenby brings an extensive manufacturing and operations background, with expertise in supply chain management, among other things. Mr. Lisenby also provides valuable expertise in mergers and acquisitions and integration of new acquisitions.


		*David V. Singer*, 59, is the former Chief Executive Officer of Snyder's-Lance, Inc. ("Snyder's-Lance"), a manufacturer and marketer of snack foods throughout the United States and internationally. Mr. Singer served as CEO and a Director of Snyder's-Lance from its formation in 2010 until 2013. Mr. Singer was the President and CEO of Lance, Inc. ("Lance") from 2005 until its merger with Snyder's of Hanover, Inc. ("Snyder's") in 2010. Mr. Singer also served as a director of Lance from 2003 until the merger with Snyder's. Beginning in 2005, Mr. Singer led a decisive turnaround at Lance, overhauling supply chain, sales, marketing and distribution. In late 2010, he guided Lance's merger with Snyder's. Mr. Singer previously served as Chief Financial Officer of Charlotte-based Coca-Cola Bottling Co. Consolidated, a beverage manufacturer and distributor, from 2001 to 2005. Mr. Singer is also a director of Flowers Foods, Inc., Brunswick Corporation, and Hanesbrands, Inc. Mr. Singer brings extensive board governance, management and financial experience to the board of directors as well as significant knowledge of the food and beverage industries, one of our key markets. He also offers experience in corporate finance and mergers and acquisition expertise.
Directors Continuing Until 2017 Annual Meeting
		*Patrick D. Campbell*, 62, is the retired Senior Vice President and Chief Financial Officer of 3M Company, a position he held from 2002 to 2011. Prior to his tenure with 3M, Mr. Campbell had been Vice President of International and Europe for General Motors Corporation, where he served in various finance functions during his 25 years with the company. Mr. Campbell is also a director of Stanley Black & Decker and Solera Holdings, Inc. Mr. Campbell joined the SPX Board in March, 2014. As the former Senior Vice President and Chief Financial Officer of 3M Company, Mr. Campbell has expert knowledge in finance. In addition to responsibilities for traditional finance functions at 3M, Mr. Campbell was also responsible for Mergers and Acquisitions and Information Technology, and offers significant expertise in each of those areas. Mr. Campbell's broad range of experience at General Motors, including his role as Vice President and Chief Financial Officer, General Motors International Operations, gives Mr. Campbell a diverse and international knowledge base.

Emerson U. Fullwood, 67, is the retired Corporate Vice President of Xerox Corporation, a position to which he was named in 1996. In 2004, he assumed the role and responsibilities of Executive Chief of Staff and Marketing Officer for Xerox North America. Previous positions held by Mr. Fullwood at Xerox were President of the Xerox Worldwide Channels Group, President of Latin America, Executive Chief Staff Officer of Developing Markets, and President of Worldwide Customer Services. Previously, Mr. Fullwood held several executive and general management leadership positions with Xerox. Mr. Fullwood serves as a director of The Vanguard Group and Vanguard Funds, as well as of the University of Rochester Medical Center, North Carolina A&T State University, Roberts Wesleyan College, the United Way of Rochester, the Rochester Boy Scouts of America, Monroe Community College Foundation, the Urban League and Colgate Rochester Crozier Divinity School. Within the past five years Mr. Fullwood has also served as a director of Amerigroup Corporation. Mr. Fullwood has been a director of SPX since 1998 and was a director of General Signal Corporation prior to our acquisition of that company in 1998.

Mr. Fullwood is our longest-serving Board member and offers the perspective and deep understanding of our business accumulated over years of service on our Board. Mr. Fullwood has extensive and varied experience, gained in senior positions held over his many years of service with Xerox Corporation. Of particular value is his experience and perspective in marketing, including experience gained as Executive Chief of Staff and Marketing Officer for Xerox North America.

Michael J. Mancuso, 72, retired in 2012 as Vice President and Chief Financial Officer of Computer Sciences Corporation ("CSC"), a provider of information technology and business process outsourcing and information technology and professional services, a role he had held since December 2008. He was previously Senior Vice President and Chief Financial Officer of General Dynamics Corporation, until June 2006. He joined General Dynamics in 1993 as Vice President and Chief Financial Officer for General Dynamics Land Systems, Inc., and was promoted to Vice President and Chief Financial Officer in 1994. Before joining General Dynamics, Mr. Mancuso spent seven years with United Technologies. His background also includes 21 years with General Electric. Within the past five years, Mr. Mancuso has been a director of the Shaw Group Inc., Agere Systems, Inc. and LSI Logic Corporation. Mr. Mancuso has been a director of SPX since 2005.

Mr. Mancuso contributes a strong understanding of finance and accounting to our Board. In addition, Mr. Mancuso provides insights on managing a rapidly growing company, garnered from his years at General Dynamics, and brings a broad business and operations perspective, gained in part during his 21 years with General Electric and from his operations management responsibility for General Dynamics' Resources group in aggregates and coal. Finally, Mr. Mancuso's knowledge stemming from his corporate-wide responsibilities for IT systems at General Dynamics, as well as his experience as CFO of CSC, is valuable when considering IT issues and initiatives.

As part of its ongoing commitment to good corporate governance, the Board of Directors has codified its corporate governance practices into a set of Corporate Governance Guidelines. These guidelines assist the Board of Directors in the exercise of its responsibilities and may be amended by the Board of Directors 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.

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 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.

Our Corporate Governance Guidelines require that a substantial majority of the Board of Directors meet the independence requirements of the listing standards of the NYSE. Our Board of Directors reviews, at least annually, whether each of our directors is independent. The Board of Directors 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 of Directors has concluded that Ms. Altman, Mr. Campbell, Mr. Fullwood, Mr. Hull, Mr. Lisenby, Mr. Mancuso, and Mr. Singer are independent as defined in our Independence Standards and the listing standards of the NYSE. The Board of Directors has concluded that Mr. Kearney is not independent as defined in our Independence Standards and the listing standards of the NYSE.

The non-employee members of the Board of Directors meet in executive session without management at least six times per year. In addition, the non-employee members of the Board of Directors meet in executive session with the CEO and such other management as the Board of Directors deems appropriate on a regular basis. Meetings of non-employee directors are chaired by our Lead Director, Mr. Fullwood.

It is the policy of the Board of Directors 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 of Directors 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.

The full 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 full 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 appetite and management of risk are also discussed at 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, etc.), 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 it in its risk oversight role.

In each of the past four fiscal years, we conducted an in-depth review of the risks associated with our incentive-based agreements and practices and determined that the risks were in line with our risk appetite.

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.

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 that each director has a proven record of success and leadership. The Nominating and Governance Committee seeks to structure the Board of Directors 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 add or would add value to our Board. Knowledge of our industry and strategic perspective, as well as accounting

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 of Directors 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 p. 6 of this proxy, as well as other publicly available documents discussing their careers and experiences.

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 of Directors 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 by 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, 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 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. Mr. Hull was recommended to the Board by Mr. Smeltser. Ms. Altman came to the attention of the Board through an independent search firm.

Once the Nominating and Governance Committee identifies a director candidate, directors and members of management interview the candidate. Following that process, the Committee and the Board of Directors 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 of Directors other than at an annual meeting of stockholders be submitted for election by our stockholders at the next annual meeting.

If you wish to recommend a nominee for director for the 2015 Annual Meeting, our Corporate Secretary must receive your written nomination on or before January 9, 2016. 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 of Directors, 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.

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 exceeds 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 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 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 2014 Annual Meeting, each director standing for election received a majority of the votes cast for his or her election.

It is our policy to invite all members of our Board of Directors 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 expect all our directors to attend the 2015 Annual Meeting.

The Compensation Committee has retained Pearl Meyer & Partners ("Pearl Meyer") as its sole independent compensation advisor. 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 advisor 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 advisor on at least an annual basis.

The Compensation Committee has directed the independent compensation advisor 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 Pearl Meyer and the senior advisor involved in the engagement's independence, 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 company 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:

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. Currently, the only related-party transaction requiring disclosure is the interest-free loan made in 2002 to Mr. Foreman, as described in "Compensation Discussion and Analysis—2014 Compensation—Other Benefits and Perquisites," on p. 34.

In the course of the Board of Directors' 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. No member of our Board or management was aware of any transactions that would be required to be disclosed in this section.

Our Board has no fixed policy or position on whether the roles of Chairman and Chief Executive should be separate or combined, but rather makes leadership structure decisions such as this in consideration of then-current circumstances. Currently, Christopher J. Kearney is our CEO and President, and the Chairman of our Board. Emerson U. Fullwood is our Lead Director. The Lead Director is elected by and from the independent directors and has clearly delineated duties. These duties, as set forth in our Corporate Governance Guidelines, 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.

We believe the leadership structure outlined above is best for our company and our stockholders at this time. The balance between our Chairman and our Lead Director has resulted in efficient leadership. Furthermore, having a single leader for both the company and the Board minimizes the potential for confusion or duplication of efforts, and provides clear leadership and accountability for our company. We believe there is good communication between management and non-employee directors, and that our outside directors are able to carry out their oversight responsibilities effectively.

The Lead Director's involvement in setting Board agendas and reviewing and commenting on information provided to the Board helps ensure an adequate flow of information to the Board. In addition, the small size of our Board and the relationship between management and non-employee directors put 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 of Directors met ten times during 2014. The Board of Directors currently has a standing Audit Committee, Compensation Committee and Nominating and Governance Committee. Each current director attended at least 75% of the meetings of the Board of Directors and of the committees on which he served in 2014, except that Mr. Campbell, who was appointed to our Board in March last year, attended 73% of such meetings due to pre-disclosed scheduling conflicts. 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 current membership and 2014 meeting information for each of the Board Committees. Ms. Altman was appointed the Board in March 2015, and has not yet been appointed to any Committees.

Name

Audit Committee

Compensation Committee

Nominating and
Governance Committee

Anne K. Altman

Patrick D. Campbell

Emerson U. Fullwood

Chair

Robert F. Hull, Jr.

Terry S. Lisenby

Chair

Michael J. Mancuso

Chair

David V. Singer

Number of Meetings


Audit Committee
Membership:		The Board of Directors has determined that each member of the Audit Committee is independent in accordance with our Audit Committee charter and our 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 of Directors 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 of Directors has determined that each of Messrs. Lisenby and Mancuso is an "audit committee financial expert" under the rules of the SEC and 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 Committee appoints the independent auditors, approves the scope of audits performed by them and by the internal audit staff, and reviews the results of those audits. The Committee also meets with management, the independent auditors and the internal audit staff to review audit and non-audit results, as well as financial, cyber-security, accounting and internal control matters. Additional information on the Committee and its activities is set forth in the Audit Committee Report on p. 63.
Compensation Committee
Membership:		The Board of Directors 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 of Directors has determined that each member of the 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 Committee sets the compensation program for our executive officers, including executive employment agreements, restricted stock and restricted stock unit grants and other awards. The Committee receives input regarding compensation for all officers including proposed compensation, from its independent compensation advisor, as well as from our CEO for his direct reports. The Committee has 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.
		The Committee has the authority under its charter to retain, terminate and set fees and retention terms for such compensation advisors or other outside advisors as it deems necessary or appropriate in its sole discretion. The 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 Committee has retained Pearl Meyer as its independent compensation advisor.
		The Committee, together with the management-led Retirement and Welfare Plan Administrative Committee, exercises oversight over the investment performance and allocation, actuarial assumptions and funding practices of our pension, healthcare and defined contribution plans.


		Additional information on the Committee, its activities, its relationship with its independent compensation advisor and management's role in setting compensation is set forth in "Compensation Discussion and Analysis," beginning on p. 24, and "Corporate Governance—Compensation Advisor," beginning on p. 13.
Nominating and Governance Committee
Membership:		The Board of Directors 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 Committee assists the Board of Directors in identifying qualified individuals to become Board members and recommending to the Board of Directors the director nominees; develops and recommends to the Board of Directors our Corporate Governance Guidelines; leads the Board of Directors in its annual review of the Board of Director's performance; makes recommendations to the Board of Directors regarding the compensation of non-employee directors; and makes recommendations to the Board of Directors with respect to the assignment of individual directors to various committees. The Committee also approves equity awards for non-employee directors, subject to approval by the Board of Directors.

Directors who are SPX employees receive no compensation for their service as directors. We compensate non-employee directors under the SPX Corporation 2006 Non-Employee Directors' Stock Incentive Plan (the "2006 Directors' Plan") and the 2002 Stock Compensation Plan (the "2002 Plan").

We compensate our non-employee directors using a combination of cash and equity. The Nominating and Governance Committee reviews non-employee director compensation from time to time.

Non-employee director 2014 cash compensation was unchanged from 2013. The annual retainer was $90,000. No additional compensation was awarded for service as a member of any committee, service as chair of any committee or attendance at meetings. Each of Mr. K. Campbell and Mr. Fullwood received additional cash compensation equal to the additional fee we pay to our Lead Director, pro-rated for his time of service in that role. Mr. Kearney is our Chairman and receives no additional compensation for his service in that role.

In addition to a cash retainer, each non-employee director receives grants of restricted stock. In 2013, we moved to a system of awarding stock grants based on the grant date value of the award, rather than awarding a fixed number of shares. Additionally, in 2013 we began awarding shares to our non-employee directors as of the date of our Annual Meeting, which shares vest at the following Annual Meeting, subject to the director's continued service on our Board as of the date of that meeting. Time-vested awards are designed to help ensure engaged directors with interests closely aligned with those of our long-term stockholders. In May, 2014, each director then serving received a grant of 1,257 shares of restricted stock under our 2002 Stock Compensation Plan, with a grant date value of $130,037. Mr. Hull received a pro-rated portion of the grant, with a grant date value of $65,031, when he joined the Board in August 2014.

Prior to 2013, one-third of each grant became eligible to vest on each of the three anniversaries of the original grant date, subject to meeting performance standards. The restricted stock granted in 2012 would have vested if SPX total stockholder return exceeded that of the S&P 500 Index (the "S&P 500") for either the first year in which the tranche could have vested or the cumulative period since the grant date. Shares of restricted stock that did not vest within the three-year vesting period in accordance with these performance requirements were forfeited.

One tranche granted prior to 2013 was eligible for vesting at the end of 2014—the third tranche of the 2012 awards. This tranche did not vest because we did not outperform the relevant index in either of 2014 or the three-year measurement period. Accordingly, directors forfeited this tranche, together with accrued dividends on the forfeited shares.

Any cash dividends paid with respect to shares of unvested restricted stock are deposited in the director's name in an escrow or similar account maintained by SPX Corporation for that purpose. These dividends are subject to the same time and performance restrictions as the shares of restricted stock to which they relate and are payable only upon vesting of the underlying stock.

The SPX Foundation (the "Foundation") will make matching donations for qualified charitable contributions for any director up to a total of $20,000 per annum.

Non-employee director stock ownership guidelines are three times the annual cash retainer. Each director is requested to attain the desired level of ownership within five years of the date of appointment as a director. Shares held in family trusts and shares held in retirement plan accounts are deemed to be owned shares for purposes of these guidelines. Unexercised stock options and unvested equity awards are excluded.

Once a director attains the desired level of share ownership, he or she will continue to be in compliance with these guidelines even if the director later falls below the guideline, provided that he or she retains at least 50% of the net shares acquired upon exercise of stock options and at least 50% of the net shares acquired pursuant to vested restricted equity awards until he or she again meets or exceeds the guidelines.

The following table summarizes the compensation of our directors who served during 2014. Mr. Kearney, our Chairman, President and CEO, receives no compensation in connection with his service as a director and, accordingly, is omitted from this table. Ms. Altman did not serve as a director in 2014, and is therefore also omitted from this table.



Name		Fees Earned or Paid in Cash ($) (1)		Stock Awards ($) (2)		Total ($)

J. Kermit Campbell	$	38,630	$	0	$	38,630

Patrick D. Campbell	$	75,000	$	130,037	$	205,037

Emerson U. Fullwood	$	106,370	$	130,037	$	236,407

Robert F. Hull, Jr.	$	30,000	$	65,031	$	95,031

Terry S. Lisenby	$	90,000	$	130,037	$	220,037

Michael J. Mancuso	$	90,000	$	130,037	$	220,037

David V. Singer	$	90,000	$	130,037	$	220,037

Martha B. Wyrsch	$	90,000	$	130,037	$	220,037

(1): Represents annual retainer of $90,000, the receipt of which the non-employee director may defer at his or her option. Mr. K. Campbell also received $8,630, representing the retainer for serving as Lead Director. Mr. Fullwood also received $16,370, representing the pro-rated retainer for serving as Lead Director. Mr. K. Campbell and Ms. Wyrsch retired from our Board in, respectively, May, 2014 and January 2015. Messrs. Patrick Campbell and Hull joined our Board during the course of 2014.
(2): Stock awards are time-vested awards and vest one year following the grant date. The amounts in the table represent the grant date fair value, based on the closing price of our stock on the grant date.

The total number of shares of unvested restricted stock held by each current director on December 31, 2014, was: Mr. P. Campbell, 1,257; Mr. Fullwood, 2,091; Mr. Hull, Jr., 621; Mr. Lisenby, 2,091; Mr. Mancuso, 2,091; and Mr. Singer, 1,257.

The following table shows how much of our common stock our current directors, named executive officers, and all officers and directors as a group beneficially owned as of March 1, 2015. The "named executive officers" are our Chief Executive Officer, our Chief Financial Officer, and our next three most highly compensated officers who were serving as officers as of December 31, 2014.

Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a director or officer can vote or transfer and stock options that are exercisable currently or become exercisable within 60 days. The number of our shares beneficially owned by each of the named executive officers and by all directors and officers as a group includes shares held in the SPX Corporation Retirement Savings and Stock Ownership Plan. Except as otherwise noted, the stockholders named in this table have sole voting and investment power for all shares shown as beneficially owned by them. No options were exercisable within 60 days as of March 1, 2015.

The percent of SPX common stock owned is based on 40,977,085 shares outstanding as of March 1, 2015.




Directors and Named Executive Officers	Shares of Common Stock Owned		Percent of Class

Anne K. Altman		0		*

Patrick D. Campbell		1,257		*

Robert B. Foreman		109,405		*

Emerson U. Fullwood		16,232		*

Robert F. Hull, Jr.		621		*

Christopher J. Kearney (1)		577,385		1.4	%

Kevin L. Lilly		77,386		*

Terry S. Lisenby		6,431		*

Michael J. Mancuso		14,765		*

David V. Singer		3,098		*

Jeremy W. Smeltser		86,879		*

J. Michael Whitted		64,390		*

All directors and officers as a group (17 persons)		1,150,273		2.8	%

Set forth in the table below is information about beneficial owners of more than five percent of the issued and outstanding shares of our common stock. The percent of class held is based on 40,977,085 shares of our common stock outstanding on March 1, 2015.




Name and Address	Shares of Common Stock Beneficially Owned		Percent of Class

Relational Investors, LLC (1) 12400 High Bluff Drive, Suite 600 San Diego, CA 92130		3,549,349		8.7	%

BlackRock, Inc. (2) 40 East 52^nd Street New York, NY 10022		2,941,261		7.2	%

The Vanguard Group (3) 100 Vanguard Blvd. Malvern, PA 19355		2,538,190		6.2	%

Barrow, Hanley, Mewhinney & Strauss, LLC (4) 420 Montgomery Street San Francisco, CA 94104		2,341,497		5.7	%

JPMorgan Chase & Co. (5) 270 Park Avenue New York, NY 10017		2,291,121		5.6	%

(1): Based on information provided in a Schedule 13D/A filed with the SEC on January 16, 2015 by Relational Investors, LLC and certain of its affiliated entities (collectively, the "Relational Investors Entities"), and Ralph V. Whitworth and David H. Batchelder. The Relational Investors Entities report having sole voting power and sole dispositive power with respect to all the shares. The Schedule 13D indicates that Messrs. Whitworth and Batchelder have shared voting power and shared dispositive power over the shares owned by the Relational Investors Entities.
(2): Based on information provided in a Schedule 13G/A filed with the SEC on January 26, 2015 by BlackRock, Inc. and certain of its affiliated entities (collectively, the "BlackRock Entities"). The BlackRock Entities report having sole voting power with respect to 2,686,621 of the shares and sole dispositive power with respect to all the shares.
(3): Based on information provided in a Schedule 13G filed with the SEC on February 11, 2015 by The Vanguard Group and certain of its affiliated entities ("Vanguard"). Vanguard reports having sole voting power with respect to 37,057 of the shares, sole dispositive power with respect to 2,505,433 of the shares, and shared dispositive power with respect to 32,757 of the shares.
(4): Based on information provided in a Schedule 13G filed with the SEC on February 10, 2015 by Barrow, Hanley, Mewhinney & Strauss, LLC ("Barrow"). Barrow reports having sole voting power with respect to 619,702 of the shares, shared voting power with respect to 1,721,795 of the shares, and sole dispositive power with respect to all the shares.
(5): Based on information provided in a Schedule 13G/A filed with the SEC on January 21, 2015 by JPMorgan Chase & Co. and certain of its affiliated entities (collectively, the "JPMorgan Entities"). The JPMorgan Entities report having sole voting power with respect to 1,829,050 of the shares, shared voting power with respect to 8,312 of the shares, sole dispositive power with respect to 2,282,851 of the shares, and shared dispositive power with respect to 8,050 of the shares.

Section 16(a) of the Securities Exchange Act of 1934 requires that SPX's officers, directors and 10% stockholders file reports of ownership and changes of ownership of SPX common stock with the SEC and the NYSE. Based on a review of copies of these reports provided to us and written representations from officers and directors, we believe that all filing requirements were met.

The following pages of our proxy statement describe SPX's executive compensation program and the compensation decisions made by the Compensation Committee for our named executive officers ("NEOs") listed below.

		NEO		Title



		Christopher J, Kearney		Chairman, President and Chief Executive Officer
		Jeremy W. Smeltser		Vice President and Chief Financial Officer
		Robert B. Foreman		Executive Vice President, Global Business Systems and Services, President, Asia Pacific
		Kevin L. Lilly		Senior Vice President, Secretary and General Counsel
		J. Michael Whitted		Vice President, Corporate Development

Over the last two years, we have made a number of significant investor-friendly changes to our executive compensation programs, including:

In 2014, we continued our outreach to stockholders, discussing our executive compensation with a number of our largest stockholders. Following these discussions, the Committee has proposed changes to our equity plan in the proposal in this proxy statement. Specifically, we are proposing that stockholders approve adding a double trigger in the event of a change of control and instituting a one-year vesting requirement on all new equity grants.

2014 was a milestone year for our company. Operationally, we transitioned into our new organizational alignment, structured around end-markets, designed to improve our operating

efficiency and enhance our customer focus by more closely aligning our organizational resources with customer needs. This change contributed to a second consecutive year of margin improvement and strong cash flow generation. Strategically, we executed a number of actions, culminating with the announcement of our plan to spin-off our Flow business and separate SPX into two standalone public companies.

The spin-off is designed to provide both companies greater flexibility to focus on and pursue their respective growth strategies, enabling them to create significant value for shareholders, customers, and employees. We believe the execution of this plan will allow investors to distinctly value the unique attributes of each company.

We also executed a number of restructuring actions aimed at reducing our cost structure and improving our ability to serve our customers. These actions, along with ongoing lean and supply chain initiatives, contributed to improved operating performance at many of our businesses last year. As a result, despite a $54 million year-over-year reduction to segment income related to the large power projects in South Africa, our consolidated 2014 segment income increased 2% to $522 million and segment income margins increased 40 basis points to 11.1%. We also generated operating cash flows from continuing operations of $82 million, net of $235 million in tax payments related to the gains on the sales of our Precision Components and Thermal Product Solutions businesses and our interest in a joint venture. Those three divestitures yielded $679 million of gross proceeds.

We began 2014 with $692 million of cash on hand and $1.676 billion of total debt. We deployed that cash to pay down debt, increase our dividend by 50% and repurchase approximately 11% of our outstanding shares. We ended 2014 with $428 million of cash and equivalents and $1.370 billion of total debt.

Our 2014 performance resulted in our exceeding all bonus compensation target metrics for the year. As a result, our corporate bonus approached the maximum potential payout for the first time since 2008.

From December 31, 2013 through September 8, 2014, our total shareholder return performance increased 6% and was generally in-line with the S&P 500 Index. However, from September 9, 2014 through December 31, 2014, our total shareholder return declined 18%, underperforming the S&P 500. For the full year our total shareholder return declined 12%.

While many factors influence the value of our stock price, we believe two notable factors contributed disproportionately to the decline in our stock price during the latter part of 2014:

This chart illustrates our total shareholder return performance on a daily basis throughout 2014 relative to the S&P 500 Index, the S&P Composite 1500 Industrials Index and the Dow Jones, UBS West Texas Intermediate Crude Oil Sub index.

This next chart compares our 2014 total shareholder return versus that of the companies included in our 2014 peer group, with the exception of Dresser Rand, which agreed to be acquired by Siemens in 2014. The average total shareholder return for the below peer group declined 10% in 2014. Notably, companies with exposure to oil related markets generally performed at or below the peer group average.

This year we continue our practice of recent years of including a Supplemental CEO Compensation Table, on p. 44, reporting compensation for our CEO as adjusted to report the (1) value of the equity grant less the value of equity forfeited, and (2) increase in the lump-sum amount we would have actually paid our CEO assuming he left our company on December 31, 2014, versus December 31, 2013.

Notwithstanding our strong Company performance, our stock did not outperform the S&P 500 Index for either the one- or three-year period ending December 31, 2014. As a result, the final tranche of the stock granted in 2012 failed to vest and was forfeited. The value of this forfeiture was $2,885,198 in total for the NEOs, of which $1,568,031 was forfeited by our Chairman, President, and CEO (our "CEO"). The value of this forfeiture is not reflected in the Summary Compensation Table.

Additionally, the Change in Pension Value and Nonqualified Deferred Compensation column of the Summary Compensation Table shows a significant increase in the amount deemed to be received by our CEO over the prior year. Changes in interest rates can significantly and disproportionately increase pension accruals as reported in the Summary Compensation Table, particularly in cases, such as with our CEO, where an executive has many years in service and has stopped accruing extra years' service under these plans. In such cases, we believe it is useful to provide information from an absolute dollar perspective, by reporting the amount by which the lump sum payable to the affected officer actually increased over the course of the year. This year, changes in our mortality assumptions also increased the amount reported in this column.

The limitations of this approach include the fact that accounting adjustments are meant to reflect the present value of future cash streams and that, because most companies do not report the adjustments reflected in the Supplemental CEO Compensation Table, our reported numbers are difficult to compare to other companies. Accordingly, we encourage you to use both our adjusted number and the number reported in the Summary Compensation Table when considering the compensation of our CEO.

We follow these guiding principles when designing and setting compensation for our NEOs:



		*Practices We Follow*

		Pay for Performance				We tie pay to performance. The significant majority of executive pay is not guaranteed. Our bonuses demand improvement in operating profit and/or margins and correspondingly strong cash performance. Equity awards to NEOs require the achievement of performance targets in order to vest.

		Reasonable Perquisites				In recent years we have eliminated tax gross-ups on perquisites and reduced overall perquisites.

		Independent Compensation Advisor				The Committee retained Pearl Meyer as its compensation advisor. Pearl Meyer works directly for the Committee and the Nominating and Governance Committee, and performs no other work for our company. Pearl Meyer may, at the direction of the Committee, work with management on executive officer and director compensation design.

		Review Tally Sheets				We review compensation tally sheets for our NEOs at least annually.

		Mitigate Undue Risk				We mitigate undue risk associated with compensation. We do this by utilizing caps on potential payments, multiple performance targets and robust Board and management processes to identify risk. We do not believe any of our pay programs create risks that are reasonably likely to have a material adverse impact on our company.

		Stringent Share Ownership Guidelines				We have a stringent share ownership policy, with which all NEOs are in compliance.

		*Practices We Avoid*

		280G Excise Tax Gross-Ups				We do not offer 280G excise tax gross-ups to any of our employees.

		Hedging				We do not permit our employees, including our NEOs, to hedge against fluctuations in our stock value or engage in short sales relating to our stock.

		Other Practices We Avoid				As in prior years, we have avoided: • multi-year guarantees for salary increases; • non-performance-based bonuses; • excessive non-performance-based long-term incentive awards; • inclusion of long-term equity awards in the pension calculation; • bonus payouts without justifiable performance linkage or proper disclosure; • discretionary bonuses; and • performance goals that are too easily achievable or based on negative earnings.

We tailor compensation to the business and competitive environment because our success depends on our ability to attract and retain experienced and proven leaders and to motivate them to deliver superior results.

The proportion of incentive-based pay increases along with responsibility and authority. For our senior-level management, and in particular for our NEOs, a significant majority of direct compensation (salary, bonus, and equity awards) is incentive-based.

Bonuses are based on operating performance. Equity awards are designed to reward increased stock price and aid in retention. We design both cash bonuses and equity awards to align employee interests with those of our stockholders. We also offer each NEO perquisites and post-employment benefits.

NEO performance is judged primarily by reference to performance of the company as a whole. Additional, subjective, assessments are made, including direct assessments of performance, formal talent assessment reviews, and assessments of adherence to our values. The Committee also reviews tally sheets setting forth total compensation and walk-away values at least annually. The Committee establishes and approves all elements of compensation for our CEO based on input from and conversations with management and the Committee's independent compensation advisor, as well as its own assessments.

The Committee has retained Pearl Meyer directly as its independent compensation advisor. The independent compensation advisor advises on all aspects of executive officer and director compensation. For more information, see "Corporate Governance—Compensation Advisor," beginning on p. 13.

The most significant aspects of management's role in the compensation-setting process are as follows:

The Committee's independent compensation advisor recommends the list of peer companies against which we benchmark our executive officer and director compensation. For 2014, the Committee and the Committee's outside advisor, together with management, engaged in a comprehensive reconstruction of the Company's peer group. The companies selected for the new peer group were primarily industrial manufacturing companies from the Capital Goods sector, with most also being in the Industrial Machinery industry group, each as classified by Standard and Poors. The companies as a group are similar to SPX in size and other characteristics and are typically companies against which we compete for talent. Factors considered in determining the peer group include revenues, market capitalization, total assets, and employee count. In addition, our peer group includes many companies with similar end-market characteristics.

The following companies comprise our peer group for determining 2014 compensation:

•

Cameron International Corp.

•

Carlisle Companies, Inc.

•

Chicago Bridge & Iron Company N.V.

•

Colfax Corp.

•

Crane Co.

•

Dover Corp.

•

Dresser-Rand Group Inc.

•

Flowserve Corp.

•

FMC Technologies, Inc.

•

Foster Wheeler AG

•

Ingersoll-Rand Co. Ltd.

•

Jacobs Engineering Group Inc.

•

KBR, Inc.

•

Pall Corp.

•

Parker-Hannifin Corp.

•

Pentair, Ltd.

•

Rockwell Automation, Inc.

•

Roper Industries, Inc.

•

The Babcock & Wilcox Co.

•

Xylem Inc.

Additionally, the 2013 Towers Watson CDB General Industry Executive Compensation Database provided market data for comparably sized companies across a large number of general industrial and manufacturing companies and was used to supplement the peer group data. Pearl Meyer used regression analysis to adjust data in these surveys to appropriately reflect officer compensation at companies with annual revenues similar to SPX.

We consider competitive compensation practices by other companies for comparative purposes. We do not target specific benchmark percentiles. The comparative analysis is just one of several tools we use to set compensation. We award compensation outside the target levels for reasons that may include market forces, company or individual performance, longevity of contribution to the company, existing contractual obligations, and differing levels of responsibility and value created by officers with the same or similar title.

In addition to its regular ongoing review, the Committee reviewed the entire executive officer compensation program in 2012, with a particular focus on long-term incentive plan design. Compensation changes discussed in this proxy statement resulted, in part, from these discussions.

Base salary is designed to offer competitive base income. In setting base salary, we consider the salary and total compensation market data in the context of the NEO's role and responsibilities, experience and tenure, internal equity considerations, individual performance and contribution to SPX results.

At the beginning of 2014, Messrs. Kearney, Foreman, Smeltser, Lilly, and Whitted received salary increases of, respectively, 2.6%, 2.7%, 4.2%, 4.2%, and 4.3%, in recognition of each officer's agreement to reduce perquisites and benefits. Effective March 31, 2014, Messrs. Kearney, Foreman, Smeltser, Lilly, and Whitted received additional salary increases of, respectively, 2.9%, 2.9%, 9.6%, 2.9%, and 2.9%, in line with our view of increases at peer companies, and also in line with increases granted to our other employees.

We set target bonus at a percentage of year-end salary. We increase this percentage as the employee's responsibilities and authority increase to help ensure that those most able to impact our company performance have the greatest percentage of their total compensation tied to our company's performance.

Target bonuses for NEOs were unchanged for 2014, with targets of 130% of salary for our CEO, 100% for Mr. Foreman, and 80% for each of Messrs. Smeltser, Lilly, and Whitted.

Bonuses paid to our NEOs are paid by reference to the metrics under the Executive Bonus Plan, the plan under which we pay bonuses to our other executives.

The Executive Bonus Plan pays bonuses ranging from 0% to 200% of target bonus by reference to one or more metrics. The threshold for at least one metric must be met in order for any bonus to be paid. If only one metric threshold is met, total potential payout is limited to 50% of target bonus.

The chart below shows the 2014 threshold, target, and stretch goals for each of the relevant metrics, our actual results, and the resultant percentage of target bonus. As set forth below, each NEO received a bonus of 194% of target.

We require year-over-year improvement in operating performance and correspondingly strong cash flow performance for bonuses to be paid. We believe that setting targets to require improvement over the prior year's performance is appropriate and ties pay to performance, as reflected in our CEO's bonus payouts in recent years.

For Corporate employees, we use Bonus Operating Margin and Bonus Free Cash Flow as our two performance metrics. Combined, these metrics are designed to reward improving performance through effective management of profitability and expenses and appropriate focus on quality of earnings and the efficient use of capital. Further, these metrics align with our public communications and internal business goals. We believe they are transparent, understandable and consistent with compensation plans at other industrial companies. In 2014, as we have every year since 2005, we required improvement over the prior year's operating margin performance to receive any bonus based on that metric, and an improvement of 50 basis points over the prior year's operating margin performance (as restated to reflect acquisitions or dispositions) to reach the target bonus.

We exclude items to eliminate factors beyond the control of company employees in the measurement year, to focus employees, including NEOs, on controllable operating performance, and to eliminate possible disincentives to act in the best interest of our stockholders. For example, the disposition of a non-core business may be expected to have long-term benefits, but the loss of profits and cash flow from the business may result in lower bonuses in the year in which the business was sold. Accordingly, these numbers are adjusted in the calculation of bonuses.

For 2014, Bonus Operating Margin represented adjusted operating income divided by net revenues, and adjusted operating income represented operating income excluding stock-based compensation expense, pension and post-retiree medical expense or income, non-cash asset impairments, certain profits or losses on acquisitions or dispositions and related activities, certain legal reserves and settlements, and other similar items, as approved by the Committee.

Bonus Free Cash Flow represented Bonus Operating Cash Flow less capital expenditures. Bonus Operating Cash Flow represented operating cash flow from continuing operations, plus or minus pension and post-retiree medical funding requirements in excess of or less than the related expense, minus deferred and amortized cash investments in select strategic assets, certain operating cash activity associated with acquisitions or dispositions and related activities, and other similar items, as approved by the Committee.

As noted above, we made significant changes to our equity-based awards for NEOs for 2013, which we continued to apply in 2014. These changes and their underlying rationale are described below:

Long-Term Incentive Program

2012 and Prior

2013 - 2014

Rationale

Grant Calculation

Primarily based on number of shares.

Primarily based on fair value of awards.

Analysis of peer and other executive compensation data indicates that it is a more common practice for award grants to be based on value rather than share count. We also believe this change will improve investor understanding of our pay practices, while also better aligning us with market practice.

Vesting Type

100% of equity awards were subject to company performance compared to an external metric.

All equity awards are subject to performance vesting designed to qualify the equity award for deductibility under Section 162(m) of the Internal Revenue Code ("Rule 162(m)").

In addition, 2/3 of each grant is subject to company performance compared to an annualized external performance metric.

Tying the vesting of 2/3 of the grant to an external performance metric continues the strong alignment of NEO and stockholder interests.

Tying vesting to an internal performance metric designed to qualify under Rule 162(m) improves our ability to retain officers. Analysis of peer and other executive compensation data indicates this is a more common practice than subjecting 100% of each share grant to vesting based on an external performance metric.

Performance Metrics

SPX total stockholder return ("TSR") measured against the S&P 500 TSR.

External metric awards: SPX TSR measured against the annualized S&P 1500 Industrials TSR.

We believe the S&P 1500 Industrials tracks performance of companies similar to ours more closely than does the broader S&P 500.

Graduated Performance

100% of each tranche would vest if SPX TSR exceeded that of the S&P 500 either in the first year in which the tranche became eligible to vest or over the cumulative period since the date of the grant.

Between 25% and 125% of external performance metric awards may vest based on the annualized three-year performance of SPX TSR against the S&P 1500 Industrials TSR.

Investor feedback and review of peer company compensation packages indicate that it is common practice to allow proportional vesting of performance stock. Additionally, this reduces sharp vesting cliffs, which could lead to adverse incentives for short-term behavior.

Clawback Provisions

None

Awards are subject to any compensation recovery policy adopted by us, as amended from time to time.

Annual grants of equity prior to 2013 had three tranches. The tranches vested in equal amounts over three years, but only if SPX total stockholder return exceeded the S&P 500 for the prior year or for the cumulative period since the grant date. Any tranche that did not vest within three years was forfeited.

One tranche granted prior to 2013 was eligible for vesting at the end of 2014—the third tranche of the 2012 awards. This tranche did not vest because we did not outperform the relevant index in either of 2014 or the three-year measurement period. Accordingly, NEOs forfeited this tranche, together with accrued dividends on the forfeited shares.

In 2014, stock award values for officers were increased in response to significant progress on key company strategic and capital initiatives, key examples of which are cited above. Mr. Kearney's award value was set at $6.65 million, Mr. Foreman's award value was set at $2.05 million and the award for each of the other officers was set at $1.55 million. The number of shares actually awarded is calculated based on the average stock price over the 30 days prior to the stock award and, accordingly, values reported in the Summary Compensation Table may vary from the above amounts.

We design equity awards to promote long-term stock ownership and expose senior-level management to the risks and rewards faced by our long-term stockholders. Because the majority of equity we award to NEOs vests over three years, and only if the total return of our stock performs acceptably against a major stock index, it also has significant employee retention value and continues to tie the interests of our NEOs to those of our stockholders even after it is awarded. Grants of performance-based restricted stock are the most significant component of our NEOs' direct compensation opportunity.

In 2014, two-thirds of the value of the restricted stock awards to NEOs was in the form of external metric stock, and one-third was in the form of internal metric stock. Between 0% and 125% of the external performance metric award may vest based on the annualized three-year performance of SPX TSR against the S&P 1500 Industrials TSR. The triggers for vesting are set forth in the below table.



		Annualized Shareholder Return Performance During the Measurement Period				Restricted Stock Vesting

		Below Threshold:
		More than 9% below S&P 1500 Industrials TSR				0

		Threshold:
		9% below S&P 1500 Industrials TSR (approximates historical performance at 25^th percentile)				25% of target payout

		Target:
		Equal to S&P 1500 Industrials TSR				Target payout

		Maximum:
		6% above S&P 1500 Industrials TSR (approximates historical performance at 65^th percentile)				125% of target payout

We believe this structure provides meaningful performance metrics, as evidenced by the grant date fair value accounting valuation in 2014 of 78.6% of their grant date share price.

Internal metric stock vests based on the same trigger applicable under the 162(m) Plan (as defined later), which is designed to qualify the stock for performance vesting treatment under Rule 162(m). In each of 2013 and 2014, the target was met, qualifying each tranche of internal metric stock granted in that year for vesting, subject to the employee being employed at the vesting date.

We conduct a full review of executive compensation, including equity awards, at least annually. In each of the last three years, equity awards were reviewed and approved late in the prior year and granted on the first trading day of the award year.

Dividends with respect to any shares of unvested restricted stock are deposited in the NEO's name in an escrow or similar account maintained by SPX for that purpose. The NEO receives these dividends only if and when the related shares of equity vest. Dividends are forfeited if the equity on which those dividends were paid is forfeited.

In the event of retirement, termination by SPX without "cause" or voluntary termination by the executive for "good reason" (each as defined in the applicable award or employment agreements), unvested restricted stock will remain subject to the original performance requirements and vesting schedule.

The Committee also may make, and in the past has made, special grants during the course of the year, primarily for new hires, for promotions, to retain valued employees or to reward exceptional performance. These special grants may be subject to performance or time vesting, and are issued on the date of grant or upon a date certain following the grant date, such as the date on which a new hire commences employment.

We provide perquisites to attract and retain executives in a competitive marketplace, and believe these benefits are generally consistent with market practices of our peer group and other comparable public industrial manufacturing companies. See the Summary Compensation Table and accompanying footnotes for a full listing of benefits and perquisites. We do not provide tax gross-up payments for perquisites.

In connection with the relocation of our headquarters to Charlotte, North Carolina in 2002, all our then-employees who relocated, including Mr. Foreman, were eligible to receive interest-free, 20-year relocation loans to finance the purchase of a principal residence. Mr. Foreman received a loan in the amount of $1.5 million. We have not made any relocation loans to officers since 2002.

Our CEO may utilize our aircraft for personal travel for himself and his family. Other NEOs may be permitted personal use of our aircraft for themselves and their families if approved by our CEO. This benefit enhances security for our officers and allows them to devote more time to SPX business. We report the value of any personal use of our corporate aircraft by NEOs as ordinary taxable income and as compensation in the Summary Compensation Table on p. 40.

The NEOs participate in the SPX Corporation Supplemental Retirement Plan for Top Management (the "TMP"). Some of the NEOs are also participants in the SPX US Pension Plan (formerly named the SPX Corporation Individual Account Retirement Plan) (the "IARP") and the SPX Corporation Supplemental Individual Account Retirement Plan (the "SIARP").

Effective March 10, 2014, changes to the termination provisions of the TMP, SIARP, & SRSP (as defined below) were made to bring them in line with the benefits provided under the NEOs' change in control agreements.

In 2014, fluctuating interest rates played a very significant role in the values we are required to report in the Change in Pension Value and Nonqualified Deferred Compensation Earnings in the Summary Compensation Table. As discussed in prior years, our plans, particularly with respect to

our longer-serving NEOs, are very sensitive to interest rates. As we have in prior years, in the Supplemental CEO Compensation Table for 2014, we provide a calculation reporting the increase in the amount our CEO would actually receive, in addition to the required reporting that includes notional amounts resulting from decreased interest rates.

The executive retirement program plays a key role in attracting and retaining executive talent. The TMP is the most significant element of this program and has been in place since October 22, 1985. Messrs. Kearney and Foreman have credited service in the TMP since 1997 and 1999, respectively. In each of 2005 and 2009, in response to changing market conditions relating to retirement practices, we reduced benefits provided by the TMP for new participants. Changes in 2005 included a reduced benefit, longer accrual period, higher early retirement age and reduction factor, and a 50% survivorship benefit. Changes in 2009 included a longer accrual period than required for earlier participants and required five years of service as an officer before vesting. The Summary Compensation Table on p. 40 and the Pension Benefits table on p. 49, and their accompanying footnotes, provide further information concerning the annual increase in benefit value, accrued benefits and other terms of the TMP, IARP and SIARP. Retirement benefits payable upon an NEO's termination of employment are quantified and described in "Potential Payments Upon Termination or Change-in-Control," beginning on p. 52.

NEOs and other senior-level management are eligible to participate in the SPX Corporation Retirement Savings and Stock Ownership Plan (the "401(k) Plan") and the SPX Corporation Supplemental Retirement Savings Plan (the "SRSP"), a non-qualified deferred compensation plan that permits voluntary deferrals of base salary and annual bonuses. See the Nonqualified Deferred Compensation in 2014 table and accompanying narrative and footnotes, beginning on p. 50, for more information regarding these plans.

We design termination and change-in-control contractual provisions to be competitive at the time we enter into an agreement. As a result, our agreements have changed over time, with newer agreements generally offering reduced payments and increased vesting obligations.

In December, 2013, each of our executive officers voluntarily agreed to amend and restate his change of control agreement to, among other things:

Our severance arrangements are designed to protect stockholder interests by stabilizing management during periods of uncertainty. Severance arrangements have unique characteristics and value. For example, it may be necessary to offer severance agreements to prospective executives who forego significant bonuses and equity awards at the companies they are leaving or who face relocation expenses and family disruption in order to accept employment with us. Generally, executives are more willing to accept these risks and costs if they are protected in the event their employment is terminated due to unanticipated changes, including a change in control. Additionally, executives often assign significant value to severance agreements because they provide compensation for lost professional opportunities in the event of a change in control.

Severance agreements also can be a powerful tool to discourage entrenchment of management, in that severance agreements can offset the risk of financial and professional loss that management may face when recommending a sale to or merger with another company. Our severance arrangements are structured to serve the above functions, which differ, and are perceived by recipients to differ, from pay for performance. Accordingly, decisions relating to other elements of compensation have minimal effect on decisions relating to existing severance agreements.

In the case of a change in control, the NEOs become immediately vested in all previously granted unvested SPX restricted stock, including shares subject to performance vesting at the target level of vesting. This feature is designed to be equitable in the event of dismissal without cause or resignation for good reason, and we believe it is appropriate in the event of termination following a change in control.

Termination and change-in-control agreements are further discussed and quantified in "Potential Payments Upon Termination or Change-in-Control," beginning on p. 52.

In January 2015, the Committee granted stock options to our officers for the first time since 2004.

No officers other than Mr. Smeltser received salary increases for 2015. Mr. Smeltser received an increase in salary of 3%, in line with the U.S. merit increase budget for all employees.

We expect 2015 to be a unique year from a compensation perspective. We have announced our intention to spin-off our flow-related businesses, which constitute over half of our company's revenues. If the spin-off is completed, historical measurements for bonus and equity vestings will no longer be workable. Additionally, we face retention concerns commonly seen in transactions of this type. As a result, we plan to significantly change our compensation programs for 2015 to address the spin-off should it occur.

We have not finalized our equity-related spin-off decisions, but the Committee has effected bonus changes for 2015. In place of the metrics described above, if the spin-off is completed, we would pay NEO bonuses by reference to the Executive Bonus Plan. Under that plan, we will pay bonuses using two metrics: Bank EBITDA (Consolidated EBITDA, as defined in our credit facilities) and revenue. The Committee selected these metrics because it believes they are transparent and provide certainty of calculation. To address retention issues, the Committee has set a floor payout under the Executive Bonus Plan of 85% of target bonus, the target at 125%, and the maximum payout opportunity at 200%. These numbers compare to our current floor of 0%, target payout at 100%, and maximum payout opportunity of 200%.

We maintain stock ownership guidelines to emphasize the importance of substantive, long-term share ownership by senior executives to align their financial interests with those of stockholders. The guidelines are:

Shares held in family trusts and shares held in retirement plan accounts are deemed to be owned shares for purposes of these guidelines. Unvested performance-based equity awards (both those based on an internal and external metric) are excluded. Officers are asked to attain the desired level of stock ownership within five years of becoming an officer.

Once an NEO attains the desired level of share ownership, he or she will continue to be compliant with these guidelines even if the NEO later falls below the guideline, provided that the NEO retains at least 50% of the net shares acquired upon exercise of stock options and at least 50% of the net shares acquired pursuant to vested restricted equity awards and vested restricted stock unit grants until he or she again meets or exceeds the guidelines.

No SPX employee may trade in derivative securities relating to SPX securities, such as put and call options or forward transactions.

We seek to structure executive compensation in a tax efficient manner, and review compensation plans in light of applicable tax provisions, including Section 162(m) of the Internal Revenue Code. To maintain flexibility in structuring executive compensation to achieve its goals and compensation philosophy, the Committee has not adopted a policy requiring all compensation to be tax deductible. We structure our executive officer bonuses to be tax deductible, and therefore a separate plan, the Executive Annual Bonus Plan (the "162(m) Plan") determines whether each NEO qualifies for the payment of bonuses described above, and sets a cap on the amount of bonus that may be awarded and treated as tax-deductible.

A portion of the stock awarded to NEOs (the portion described as the "internal metric" stock) vests based on the same trigger as under the 162(m) Plan. In 2014, the 162(m) Plan performance goal was met.

In the past we agreed to make "gross-up" payments, designed to reimburse an NEO for any excise taxes imposed as a result of payments by us. As noted under "Termination and Change-in-Control Provisions" above, each of our officers agreed to eliminate Section 280G tax gross-ups effective March 10, 2014.

If the Board of Directors were to determine that an NEO had engaged in fraudulent or intentional misconduct, it would take action to remedy the misconduct and impose appropriate discipline. Discipline would vary based on the facts and circumstances, but may include termination of employment or other appropriate actions.

We retroactively adjust compensation in the event of a restatement of financial or other performance results to the extent required by the Sarbanes-Oxley Act of 2002. The 162(m) Plan, provides for repayment or forfeiture of awards under specified circumstances if the company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Any awards earned or accrued during the twelve-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document that failed to materially comply with a financial reporting requirement must be paid back to the company. To the extent that the affected award was deferred under a nonqualified deferred compensation plan maintained by the company rather than paid to the executive officer, the deferred amount (and any earnings from it) must be forfeited. Beginning in 2013, our equity award agreements provide that awards are subject to any compensation recovery policy adopted by us, as amended from time to time.

At the 2014 Annual Meeting, about 62% of the votes cast on the advisory vote on our executive compensation were in favor of our NEO pay as disclosed in the 2014 proxy statement. While this vote was not binding, we value the opinions of our stockholders and the Committee gives weight to your concerns as it evaluates executive compensation. After reviewing these final vote results and other investor feedback, collected from key investors over the past few years, the Committee has recommended that stockholders approve changes to future equity awards granted under our compensation plans, including adding a double trigger in the event of a change of control and a one-year vesting requirement on all new equity grants, as described in Proposal No. 3—Amendment and Restatement of 2002 Stock Compensation Plan, beginning on p. 69.

We have determined that our stockholders should vote on a say-on-pay proposal each year, consistent with the preference expressed at our 2011 Annual Meeting. Our board of directors recommends that you vote FOR Proposal No. 2 at the Annual Meeting. For more information, see "Proposal No. 2—Advisory Vote to Approve the Compensation of our Named Executive Officers," beginning on p. 64.

The discussion of performance targets in Compensation Discussion and Analysis is exclusively in the context of executive compensation, and you should not use these targets for any other purpose, or regard them as an indication of management's expectations of future results.

References to "bonuses" are to performance-based payments reflected as Non-Equity Incentive Plan Compensation in the Summary Compensation Table on p. 40.

The Compensation Committee of the SPX Board of Directors consists of four directors. Each of the Compensation Committee members is independent, as defined under SEC rules and the listing standards of the NYSE. Additionally, each member of the Compensation Committee is an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code. The Compensation Committee reviews SPX's "Compensation Discussion and Analysis" on behalf of the Board of Directors.

The Compensation Committee has reviewed and discussed the "Compensation Discussion and Analysis" with management, and based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the "Compensation Discussion and Analysis" be included in this Proxy Statement and SPX's annual report on Form 10-K for the year ended December 31, 2014.

This table summarizes the compensation for the named executive officers. The "named executive officers" are our Chief Executive Officer, our Chief Financial Officer, and our next three most highly compensated officers who were serving as officers as of December 31, 2014.

Name and Principal Position		Salary ($)(1)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation (3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)		All Other Compensation ($)(5)			Total ($)



Christopher J. Kearney	2014	$	1,214,277	$	6,941,749	$	3,088,946	$	3,585,158	$	412,522	(6)	$	15,242,652
Chairman, President	2013	$	1,147,615	$	5,199,977	$	1,824,680	$	771,380	$	261,011		$	9,204,663
and CEO	2012	$	1,105,250	$	4,706,700	$	444,597	$	3,846,353	$	466,800		$	10,569,700

Jeremy W. Smeltser	2014	$	556,923	$	1,613,698	$	886,502	$	326,309	$	104,098	(7)	$	3,487,530
Vice President & CFO	2013	$	486,538	$	1,188,532	$	484,000	$	70,908	$	57,651		$	2,287,629
	2012	$	401,677	$	1,135,523	$	163,079	$	125,477	$	96,736		$	1,922,492

Robert B. Foreman	2014	$	832,814	$	2,140,906	$	1,629,697	$	2,393,486	$	335,293	(8)	$	7,332,196
Executive Vice President,	2013	$	788,110	$	1,485,670	$	961,950	$	1,297,713	$	213,690		$	4,747,133
Global Business Systems &	2012	$	763,377	$	1,482,611	$	236,209	$	3,048,754	$	353,395		$	5,884,346
Services, President, Asia Pacific

Kevin L. Lilly	2014	$	541,565	$	1,613,698	$	848,168	$	944,477	$	165,025	(9)	$	4,112,933
SVP, Secretary &	2013	$	503,269	$	1,188,532	$	493,680	$	489,793	$	100,761		$	2,776,035
General Counsel

J. Michael Whitted	2014	$	521,127	$	1,490,527	$	816,197	$	269,161	$	118,900	(10)	$	3,215,912
VP Corporate Development

Name	Deferred into 401(k) Plan		Deferred into SRSP



Mr. Kearney	$	17,500	$	225,355

Mr. Smeltser	$	14,912	$	68,624

Mr. Foreman	$	23,000	$	149,053

Mr. Lilly	$	13,174	$	26,414

Mr. Whitted	$	17,500	$	72,018

Name	2014		2013		2012



Mr. Kearney	$	8,216,209	$	6,300,723	$	6,264,000

Mr. Smeltser	$	1,909,969	$	1,440,125	$	1,408,050

Mr. Foreman	$	2,533,977	$	1,800,156	$	1,973,160

Mr. Lilly	$	1,909,969	$	1,440,125		N/A

Mr. Whitted	$	1,764,190		N/A		N/A

Name	Deferred into 401(k) Plan		Deferred into SRSP



Mr. Kearney	$	0	$	617,789

Mr. Smeltser	$	1,523	$	131,452

Mr. Foreman	$	1,199	$	96,883

Mr. Lilly	$	10,338	$	364,132

Mr. Whitted	$	0	$	163,239

(4)

The change in pension value is based on assumed weighted-average discount rates of 4.17% at December 31, 2013, and 3.62% at December 31, 2014. Normal increases in pension value due to changes in pay, additional service, additional age, lump sum interest rate and mortality improvements accounted for the remaining increase for these named executive officers.

There were no above-market earnings on non-qualified deferred compensation to report for any of the named executive officers in 2014.

(5)

The SPX Foundation (the "Foundation") will make matching donations for charitable contributions for any employee up to a total of $20,000 per annum. The Foundation will make matching contributions for each named executive officer up to a total of $50,000 per annum. Amounts reported are matching amounts in excess of the $20,000 match available to all employees.

The incremental cost to us for the personal use of our aircraft includes the variable costs of using the aircraft, including fuel, travel expenses for the crew, airport fees and food and beverages.

(6)

Mr. Kearney received $412,522 in All Other Compensation, including:

•: $138,948 in matching contributions to the SRSP;
•: $170,768 representing the change in value between December 31, 2013 and December 31, 2014 of the post-retirement key manager life insurance benefit, based on assumed discount rates of 4.25% and 3.53% on those dates, respectively;
•: $37,628 representing the change in value between December 31, 2013 and December 31, 2014 of the post-retirement medical insurance benefit, based on assumed discount rates of 4.25% and 3.53% on those dates, respectively;
•: $50,965 for the incremental cost for the personal use of the company aircraft; and

•: $13,000 in matching contributions to the 401(k) plan.

The remaining $1,213 consisted of financial planning; executive physical; use of our sports/entertainment boxes; and coverage under the long-term executive disability plan.

(7)

Mr. Smeltser received $104,098 in All Other Compensation, including:

•: $39,046 in matching contributions to the SRSP;
•: $28,284 representing the change in value between December 31, 2013 and December 31, 2014 of the post-retirement key manager life insurance benefit, based on assumed discount rates of 4.25% and 3.53% on those dates, respectively; and
•: $13,000 in matching contributions to the 401(k) plan.

The remaining $23,768 consisted of financial planning; executive physical; use of our sports/entertainment boxes; the incremental cost for the personal use of the company aircraft; the change in value between December 31, 2013 and December 31, 2014 of the post-retirement medical insurance benefit and coverage under the long-term executive disability plan.

(8)

Mr. Foreman received $335,293 in All Other Compensation, including:

•: $76,738 in matching contributions to the SRSP;
•: $84,000 that he was deemed to receive in 2014 representing the market interest rate on the $1.5 million interest-free loan that he received in February 2002, in connection with his relocation to Charlotte, North Carolina;
•: $106,893 representing the change in value between December 31, 2014 and December 31, 2014 of the post-retirement key manager life insurance benefit, based on assumed discount rates of 4.25% and 3.53 on those dates, respectively;
•: $43,224 representing the change in value between December 31, 2013 and December 31, 2014 of the post-retirement medical insurance benefit, based on assumed discount rates of 4.25% and 3.53% on those dates, respectively; and
•: $13,000 in matching contributions to the 401(k) plan.

The remaining $11,438 consisted of financial planning; executive physical; use of our sports/entertainment boxes; the incremental cost for the personal use of the company aircraft; and coverage under the long-term executive disability plan.

(9)

Mr. Lilly received $165,025 in All Other Compensation, including:

•: $38,762 in matching contributions to the SRSP;
•: $91,376 representing the change in value between December 31, 2013 and December 31, 2014 of the post-retirement key manager life insurance benefit, based on assumed discount rates of 4.25% and 3.53% on those dates, respectively; and
•: $13,000 in matching contributions to the 401(k) plan.

The remaining $21,887 consisted of financial planning; executive physical; use of our sports/entertainment boxes; the incremental cost for the personal use of the company aircraft; and coverage under the long-term executive disability plan.

(10)

Mr. Whitted received $118,900 in All Other Compensation, including:

•: $21,182 in matching contributions to the SRSP;

The above benefits are provided pursuant to the terms of employment agreements with each named executive officer. The agreements are the same with the exception of differing titles (and associated reporting responsibilities), annual base salary levels, severance entitlements, retiree medical terms, allowance amounts for annual income tax return preparation and financial planning, and different employment term durations. Messrs. Kearney and Foreman's agreements have a rolling two-year term and Mr. Lilly's agreement has a rolling one year term. The expiration date for these rolling term agreements is automatically extended by one day for each day of the term that elapses. Messrs. Smeltser and Whitted's agreements have a one-year term that extends annually, subject to a one hundred eighty (180) day notice provision.

Under the agreements, any annual base salary rate reductions require the named executive officer's consent. The agreements provide for participation in any annual performance bonus plans, long-term incentive plans, and equity-based compensation plans that we establish or maintain for our offices. The agreements further provide for continuation of all other senior executive benefit plans offered by us, subject to our right to modify, suspend or discontinue the plans. Business expense reimbursement, perquisites and vacation entitlements also are provided pursuant to the agreements.

See "Compensation Discussion and Analysis" beginning on p. 24, for further discussion and explanation of each element of compensation.

This table summarizes 2014 compensation for our CEO, adjusting amounts reported in the Summary Compensation Table to (1) reflect the value of equity forfeitures and (2) report the Change in Pension Value and Nonqualified Deferred Compensation Earnings column in a manner that reflects the difference in value of a lump-sum payment to Mr. Kearney had he left the company on December 31, 2014 versus December 31, 2013.

See "Compensation Discussion and Analysis—Overview—Net Actual Compensation," on pp. 26-27 for an explanation as to why we think it is appropriate to consider the impact of these two items on our CEO's compensation. We caution you that these adjusted numbers are not readily comparable to numbers provided by other companies, and should not be viewed as a substitute for the numbers reported in the Summary Compensation Table. The Compensation Committee considers the impact of these adjustments when reviewing and setting NEO compensation.

Christopher J. Kearney Chairman, President, and CEO	Salary		Stock Awards			Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings			All Other Compensation		Total



As Reported in Summary Compensation Table	$	1,214,277	$	6,941,749		$	3,088,946	$	3,585,158		$	412,522	$	15,242,652

Previously Reported Value of Forfeited Equity award			$	(1,568,031	)								$	(1,568,031	)

Amount Not Attributable to Increase in Lump-Sum Payout								$	(1,372,813	)			$	(1,372,813	)

As Adjusted	$	1,214,277	$	5,373,718		$	3,088,946	$	2,212,345		$	412,522	$	12,301,808

The following table provides information regarding equity and non-equity awards granted to the named executive officers in 2014.


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PROPOSAL	VOTE REQUIRED	BROKER DISCRETIONARY VOTING ALLOWED
Election of Directors	Majority of Votes Cast	No

Say on Pay	Majority of Votes Cast	No

Amendment and restatement of our 2002 Stock Compensation Plan	Majority of Shares Present or Represented by Proxy and Entitled to Vote	No

Amendment of our Certificate of Incorporation	Majority of Outstanding Shares	No

Ratification of Deloitte & Touche LLP as our independent public accountants for 2015	Majority of Shares Present or Represented by Proxy and Entitled to Vote	Yes

Other Proposals	Majority of Shares Present or Represented by Proxy and Entitled to Vote	No



($ Millions) Metric	Threshold	Target	Stretch	Actual	Bonus %

*Corporate*

Bonus Operating Margin	7.8%	8.3%	8.8%	8.74%	194%

Bonus Free Cash Flow	$188	$228	$268	$305


Chief Executive Officer		500% of salary
Chief Operating Officer		400% of salary
Other Executive Officers		300% of salary
Other executives designated by the Committee		100% - 200% of salary


		Sincerely,
		Christopher J. Kearney Chairman, President and Chief Executive Officer
		SPX Corporation


		By Order of the Board of Directors,
		Kevin L. Lilly Senior Vice President, Secretary and General Counsel

		Page

Questions and Answers		1
Election of Directors		6
Corporate Governance		10
Board Committees		16
Director Compensation		19
Director Compensation Table		20
Ownership of Common Stock		21
Section 16(a) Beneficial Ownership Reporting Compliance		23
Executive Compensation		24
Compensation Discussion and Analysis		24
Compensation Committee Report		39
Summary Compensation Table for 2014		40
Supplemental CEO Compensation Table for 2014		44
Grants of Plan-Based Awards in 2014		45
Outstanding Equity Awards at Fiscal Year-End 2014		46
Option Exercises and Stock Vested in 2014		48
Pension Benefits		49
Nonqualified Deferred Compensation in 2014		50
Potential Payments Upon Termination or Change-in-Control		52
Risk Analysis		61
Equity Compensation Plan Information		62
Audit Committee Report		63
Advisory Vote to Approve the Compensation of our Named Executive Officers		64
Amendment and Restatement of 2002 Stock Compensation Plan		69
Approval of Amendment of Certificate of Incorporation to Reduce Par Value		78
Ratification of the Appointment of Independent Public Accountants		79
Annual Report on Form 10-K		80



	2014 Year-End Salary	Target Bonus, as Percentage of Salary	Percentage of Target Bonus Payable Based on 2014 Performance	Bonus Amount

Christopher J. Kearney	$1,224,800	130%	194%	$3,088,946

Jeremy W. Smeltser	$571,200	80%	194%	$886,502

Robert B. Foreman	$840,050	100%	194%	$1,629,697

Kevin L. Lilly	$546,500	80%	194%	$848,168

J. Michael Whitted	$525,900	80%	194%	$816,197


		Compensation Committee
		Michael J. Mancuso, Chairman Emerson U. Fullwood Terry S. Lisenby David V. Singer