AAON (AAON) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 12, 2026, with proposals including director elections, auditor ratification, executive compensation, vote frequency on compensation, and a board size amendment.

• The company reported a 110.9% increase in backlog and 20.1% net sales growth in 2025, driven by demand for data center products.

• Capital expenditures reached $204.9 million in 2025, supporting facility expansions and future growth.

• Quarterly dividends and $30 million in share repurchases were completed in 2025.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class II directors, ratifying Grant Thornton LLP as auditor, approving executive compensation, determining the frequency of say-on-pay votes, and amending the Articles to increase the board size from nine to eleven.

• The board recommends voting for all proposals, including annual say-on-pay votes and the board size increase.

Board of directors and corporate governance

• The board consists of nine members, with six deemed independent under NASDAQ and SEC standards.

• Leadership includes an Independent Chair and Vice Chair, with annual reviews of board structure and succession planning.

• Committees (Audit, Compensation, Governance) are fully independent and have written charters.

• Director compensation includes cash retainers, committee chair premiums, and annual restricted stock awards.

• Stockholder engagement is robust, with multiple investor events and feedback integration.