Applied Industrial Technologies (AIT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 21, 2025, to elect three directors, approve executive compensation (advisory), and ratify Deloitte & Touche LLP as independent auditors for FY2026.

• Achieved record sales ($4.6B), net income ($393M), and cash generation ($492.4M) in FY2025, with $216.5M returned to shareholders via dividends and buybacks.

• Proxy materials distributed starting September 10, 2025; shareholders can vote online, by phone, or mail.

Voting matters and shareholder proposals

• Board recommends voting FOR all three director nominees, FOR the advisory vote on executive compensation, and FOR auditor ratification.

• Shareholders may submit proposals for the 2026 meeting by May 13, 2026.

Board of directors and corporate governance

• Board consists of three classes with staggered three-year terms; all directors except the CEO are independent.

• Board committees (Audit, Corporate Governance & Sustainability, Executive Organization & Compensation) are composed solely of independent directors.

• Board leadership is separated: independent Chairman and CEO roles.

• Directors are expected to own shares valued at least 5x their annual retainer within five years; all but one director met this as of June 30, 2025.

• Board and committees conduct annual self-evaluations and limit outside board service.