AAON (AAON) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on May 12, 2026, with proposals including director elections, auditor ratification, executive compensation, vote frequency on compensation, and an amendment to increase board size.

• The company reported a 110.9% increase in backlog to $1.83 billion and 20.1% net sales growth to $1.44 billion in 2025, driven by demand for data center and BASX-branded products.

• Capital expenditures reached $204.9 million in 2025, supporting facility expansions and future growth.

• Quarterly dividends and $30 million in share repurchases were completed in 2025.

Voting matters and shareholder proposals

• Proposals include electing three Class II directors, ratifying Grant Thornton LLP as auditor, approving executive compensation (say-on-pay), determining frequency of say-on-pay votes, and amending the Articles of Incorporation to increase the board size from nine to eleven.

• The board recommends voting for all proposals and for annual say-on-pay votes.

Board of directors and corporate governance

• The board is divided into three classes with staggered terms; six of nine directors are independent, and 44% are diverse.

• Board leadership includes an Independent Chair and Vice Chair, with annual reviews of leadership structure.

• Committees (Audit, Compensation, Governance) are fully independent and have written charters.

• Director compensation includes cash retainers, committee chair premiums, and annual restricted stock awards.

• Stock ownership and retention policies require significant equity holdings for directors and executives.