Twin Disc (TWIN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 31, 2024, with four key proposals: election of two directors, advisory vote on executive compensation, approval of the Amended and Restated 2021 Omnibus Incentive Plan, and ratification of RSM US LLP as independent auditors for FY2025.

• Shareholders of record as of August 23, 2024, are eligible to vote; voting can be done online, by phone, or by mail.

• Proxy materials and annual report are available online, with options for electronic or paper delivery.

Voting matters and shareholder proposals

• Election of two directors (Janet P. Giesselman and David W. Johnson) to serve until 2027.

• Advisory vote on executive compensation (Say-on-Pay) for named executive officers.

• Approval of the Amended and Restated 2021 Omnibus Incentive Plan, consolidating prior plans and expanding eligibility.

• Ratification of RSM US LLP as independent auditors for FY2025.

• Shareholder proposals for the 2025 meeting must be received by May 16, 2025, and director nominations by July 15, 2025.

Board of directors and corporate governance

• Board consists of seven directors, majority independent, with separate CEO and Chairman roles.

• Board diversity: 2 female, 5 male directors; all white.

• Committees: Audit, Compensation and Human Capital, Nominating and Governance; all committee members are independent.

• Board met six times in FY2024; all directors attended at least 75% of meetings.

• Stockholder communication process and director nomination procedures are detailed.