A. O. Smith (AOS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 8, 2025, in Washington, D.C.; stockholders of record as of February 18, 2025, are eligible to vote.

• Celebrating 150 years of innovation, with a focus on integrity, growth, and financial performance.

• Proxy materials are available online, with options for paper copies upon request.

• Voting can be done via Internet, telephone, or mail, with pre-registration required for meeting attendance.

Voting matters and shareholder proposals

• Election of ten directors: six by Class A Common Stock holders, four by Common Stock holders.

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Stockholder proposal requesting a Board report on hiring practices for formerly incarcerated people; Board recommends voting against.

Board of directors and corporate governance

• Board consists of ten directors, with a majority being independent; recent refreshment includes several new directors since 2021.

• Board committees: Audit, Personnel and Compensation, Nominating and Governance; all committee members are independent.

• Presiding Director role rotates among committee chairs every two years.

• Board diversity includes gender and ethnic representation; average tenure reduced to 7.7 years.

• Smith Family Voting Trust holds significant voting power but Board has not used NYSE controlled company exemptions.