AAON (AAON) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for May 13, 2025, with proposals to elect two directors, ratify the auditor, and approve executive compensation on an advisory basis.

• Shareholders can vote in person, by internet, telephone, or mail, with electronic delivery of proxy materials encouraged for sustainability and cost savings.

• The record date for voting is March 14, 2025, and a majority of outstanding shares is required for quorum.

• The company reported a 70% increase in backlog, 2.7% net sales growth, and a 143.2% TSR over three years.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class I Directors (A.H. McElroy II and Bruce Ware) for terms ending in 2028.

• Proposal 2: Ratification of Grant Thornton LLP as independent auditor for 2025.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Shareholder proposals for the 2026 meeting must be submitted by December 3, 2025, and director nominations must comply with bylaw notice periods.

Board of directors and corporate governance

• The board consists of eight members, with 75% independent and 25% female representation; average tenure is 12 years.

• Board leadership includes an Independent Chair and Vice Chair, with annual reviews of leadership structure.

• Committees: Audit, Compensation, and Governance, all chaired by independent directors.

• Director compensation includes cash retainers and restricted stock awards, with robust stock ownership guidelines.

• Succession planning and annual strategic reviews are key board responsibilities.

• Stockholder engagement includes regular outreach, investor conferences, and perception studies.