Park-Ohio (PKOH) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, with shareholders voting on director elections, an amended equity plan, and auditor ratification.

• Shareholders of record as of March 21, 2025, are eligible to vote, with each share entitled to one vote per matter.

• Proxy materials are available online and by mail, and proxies may be revoked prior to or at the meeting.

Voting matters and shareholder proposals

• Three directors are nominated for election to serve until 2028: Edward F. Crawford, John D. Grampa, and Steven H. Rosen.

• Proposal to approve the amendment and restatement of the 2021 Equity and Incentive Compensation Plan, adding 675,000 shares and extending the plan's term.

• Proposal to ratify Ernst & Young LLP as independent auditors for fiscal year 2025.

• Shareholder proposals for the 2026 meeting must be submitted by December 4, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of nine directors in three staggered classes, with a majority being independent under Nasdaq rules.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Executive, and Long-Range Planning.

• The CEO also serves as Chairman, with a Lead Director appointed to ensure independent oversight.

• Directors are expected to attend all meetings; in 2024, all directors met this expectation.

• The board has adopted a Code of Business Conduct and Ethics and maintains policies on insider trading, anti-hedging, and pledging.