The Manitowoc Company (MTW) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 6, 2025, with shareholders voting on four key proposals, including director elections, a new incentive plan, auditor ratification, and executive compensation approval.

• Shareholders of record as of March 3, 2025, are eligible to vote, with 35,442,131 shares outstanding, each entitled to one vote per share.

• The board is composed of eight nominees, seven of whom are independent, with a focus on diversity, governance, and strategic oversight.

Voting matters and shareholder proposals

• Proposal 1: Election of eight directors for one-year terms, with a mandatory retirement age policy in place.

• Proposal 2: Approval of the 2025 Omnibus Incentive Plan, authorizing up to 1,800,000 shares for equity and cash awards, replacing the 2013 plan.

• Proposal 3: Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Proposal 4: Advisory vote on executive compensation (say-on-pay), with the board recommending approval.

• Shareholders can submit proposals for the 2026 meeting by November 21, 2025.

Board of directors and corporate governance

• Seven of eight directors are independent; three are women and two are ethnically diverse.

• Board committees (Audit, Compensation, Corporate Governance and Sustainability) are fully independent.

• Annual election and majority voting for directors; shareholders holding 10%+ can call special meetings.

• Board chair and CEO roles are separated; regular executive sessions are held without management.

• Directors are subject to stock ownership guidelines and an insider trading policy.