A. O. Smith (AOS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 13, 2026, at The Ritz-Carlton, Charlotte, NC, with pre-registration required for attendance.

• Key business includes election of directors, advisory vote on executive compensation, and ratification of Ernst & Young LLP as independent auditor.

• Strategic focus continues under new CEO Steve Shafer, emphasizing integrity, innovation, and long-term value.

Voting matters and shareholder proposals

• Stockholders will vote on electing the Board of Directors, approving executive compensation (say-on-pay), and ratifying Ernst & Young LLP as auditor.

• Both Common and Class A Common stockholders elect directors annually, with class-based voting rights.

• Advisory vote on executive compensation is non-binding but will be considered for future decisions.

Board of directors and corporate governance

• Board consists of ten directors: six elected by Class A Common stockholders, four by Common stockholders.

• Eight of ten directors are independent; only one Smith family member serves as a director.

• Recent governance enhancements include a formal Director Rotation Policy, Director Resignation Policy, and enhanced Presiding Director role.

• Board refreshment ongoing, with six directors joining since 2021 and a new director nominee for 2026.

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