Twin Disc (TWIN) Proxy Filing summary

Voting matters and shareholder proposals

• Four proposals to be voted on: election of directors, advisory vote on executive compensation, approval of the Amended and Restated 2021 Omnibus Incentive Plan, and ratification of independent auditors.

• Directors are elected by plurality; withheld votes and broker non-votes have no effect on the outcome.

• Advisory vote on executive compensation requires more "For" than "Against" votes; abstentions and broker non-votes have no effect.

• Approval of the incentive plan requires a majority of votes cast; abstentions and broker non-votes have no effect.

• Ratification of auditors requires a majority of shares present and entitled to vote; abstentions have no effect, and broker non-votes are not expected.

Board of directors and corporate governance

• In the event of a tie for the last director vacancy, a run-off vote will be held among tied candidates.

• Broker non-votes are counted for quorum but not as votes cast in director elections.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is non-binding but will be considered by the Compensation and Human Capital Committee for future policies.