Twin Disc (TWIN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 30, 2025, to elect three directors, approve executive compensation, and ratify the independent auditor for FY2026.

• Shareholders of record as of August 22, 2025, are eligible to vote; proxy materials are available online.

• Voting can be done online, by phone, or by mail, with clear instructions and deadlines provided.

Voting matters and shareholder proposals

• Proposals include electing three directors for terms expiring in 2028, an advisory vote on executive compensation, and ratification of RSM US LLP as independent auditors.

• Shareholder proposals for the 2026 meeting must be received by May 18, 2026, and director nominations by July 17, 2026.

• Universal proxy rules require notice by August 31, 2026, for proxy solicitation supporting alternate director nominees.

Board of directors and corporate governance

• Board consists of a majority of independent directors, with separation of Chairman and CEO roles.

• Board committees include Audit, Compensation and Human Capital, and Nominating and Governance, all with independent members.

• Directors are evaluated for independence annually; diversity of experience and skills is considered in nominations.

• Directors are expected to attend meetings and the annual shareholder meeting; all attended last year.