Allison Transmission (ALSN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 6, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• The company achieved a net income margin of 20.7% and an adjusted EBITDA margin of 37.5% in 2025, with record revenues in key markets and a significant acquisition completed in early 2026.

• Capital was returned to shareholders through a dividend increase and $328 million in share repurchases, representing 4% of outstanding shares as of December 31, 2024.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying PricewaterhouseCoopers LLP as auditor, and approving executive compensation in a non-binding advisory vote.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must comply with SEC rules and be submitted by specified deadlines.

Board of directors and corporate governance

• The board consists of nine members, with eight qualifying as independent under NYSE rules.

• Directors are elected for one-year terms, with a majority vote standard in uncontested elections.

• The board emphasizes diversity, with 62% of independent directors appointed in the last four years and an average tenure of 5.5 years.

• Proxy access is available for shareholders holding at least 3% of shares for three years.

• All board committees are composed entirely of independent directors.