Applied Industrial Technologies (AIT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 22, 2024, to elect three directors, approve executive compensation via a nonbinding advisory vote, and ratify the appointment of Deloitte & Touche LLP as independent auditors for FY2025.

• Record sales of $4.5 billion and net income of $385.8 million were achieved in FY2024, with $129.3 million returned to shareholders through dividends and share repurchases.

• Proxy materials are available online, and shareholders can vote by mail, phone, or internet.

Voting matters and shareholder proposals

• Shareholders will vote on the election of three directors, a say-on-pay advisory vote for executive compensation, and ratification of the independent auditor.

• The Board recommends voting FOR all director nominees, FOR the executive compensation proposal, and FOR the auditor ratification.

• Shareholder proposals for the 2025 annual meeting must be received by May 19, 2025.

Board of directors and corporate governance

• The Board is divided into three classes with staggered three-year terms; all directors except the CEO are independent.

• Board committees (Audit, Corporate Governance & Sustainability, Executive Organization & Compensation) are composed solely of independent directors.

• The Board Chairman is an independent director, and the Board conducts annual self-evaluations.

• Directors are expected to own shares valued at least 5x their annual retainer within five years.

• Board members have diverse backgrounds, with experience in finance, operations, technology, and governance.