Custom Truck One Source (CTOS) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 12, 2025, with shareholders able to vote and ask questions online.

• Shareholders will vote on electing four Class C directors and ratifying Ernst & Young LLP as the independent auditor for 2025.

• Platinum Equity remains the controlling shareholder, holding approximately 70% of shares and significant governance rights.

• The company emphasizes environmental stewardship by holding a virtual-only meeting and providing proxy materials online.

Voting matters and shareholder proposals

• Proposal 1: Elect four Class C directors (Fred Ross, Georgia Nelson, Mary Jackson, Ryan McMonagle) to serve until 2028.

• Proposal 2: Ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025.

• Shareholders may submit proposals or director nominations for the 2026 meeting by specified deadlines and in accordance with bylaws.

Board of directors and corporate governance

• The board consists of 10 members, with staggered three-year terms and a mix of independent and affiliated directors.

• Platinum Equity has the right to nominate up to seven directors, including three independents, as long as it maintains majority ownership.

• The company qualifies as a “controlled company” under NYSE rules and is exempt from certain independence requirements.

• The board separates the roles of CEO and Chairperson, with Marshall Heinberg serving as Chair.

• The board and its committees met regularly in 2024, with high attendance from directors.