Allison Transmission (ALSN) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 7, 2025, with voting on key proposals including director elections, auditor ratification, officer exculpation, executive compensation, and the frequency of say-on-pay votes.

• Record 2024 revenues of $3.2 billion were achieved, driven by strong demand in North America and Defense markets, with significant capital returned to shareholders through dividends and share repurchases.

• Continued investment in product development and innovation, focusing on fuel efficiency and zero-emission technologies.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying PricewaterhouseCoopers LLP as auditor, amending the certificate of incorporation for officer exculpation, an advisory vote on executive compensation, and a vote on the frequency of future say-on-pay votes.

• Board recommends voting FOR all proposals and for annual (1 year) say-on-pay frequency.

• Shareholder proposals for the 2026 meeting must be submitted by November 29, 2025.

Board of directors and corporate governance

• Board consists of nine independent directors and one non-independent director, with annual elections and majority vote standard.

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

• Board diversity is emphasized, with a mix of tenures and backgrounds; 56% of independent directors appointed in the last three years.

• Proxy access allows shareholders with 3% ownership for 3 years to nominate directors.