The Manitowoc Company (MTW) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 5, 2026, to elect nine directors, approve the amended 2025 Omnibus Incentive Plan, ratify Deloitte & Touche LLP as auditor, and conduct an advisory vote on executive compensation.

• Shareholders of record as of March 2, 2026, are entitled to vote, with each share carrying one vote; voting can be done online, by phone, or by mail.

• The Board recommends voting FOR all proposals, including director nominees, the incentive plan, auditor ratification, and executive compensation.

Voting matters and shareholder proposals

• Proposals include electing nine directors for one-year terms, approving the 2025 Omnibus Incentive Plan as amended, ratifying Deloitte & Touche LLP as auditor, and an advisory say-on-pay vote.

• Majority voting applies for directors; broker non-votes and abstentions do not affect outcomes for most proposals.

• No shareholder proposals were submitted for this meeting.

Board of directors and corporate governance

• Eight of nine directors are independent; the Board is diverse in gender, ethnicity, tenure, and experience.

• Board committees (Audit, Compensation, Corporate Governance and Sustainability) are composed entirely of independent directors.

• Annual elections, majority voting, and the ability for shareholders with 10%+ holdings to call special meetings are in place.

• 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.