AAON, INC. 8-K

What Happened

• AAON, Inc. filed an 8-K on May 18, 2026 reporting results from its Annual Meeting held May 12, 2026 and announcing a quarterly cash dividend. Stockholders elected the nominated directors to terms running until the 2029 Annual Meeting, ratified Grant Thornton, LLP as the company’s auditor for FY2026, approved advisory compensation measures (including annual “say-on-pay” votes), and approved amending the Articles to increase the Board’s maximum size from nine to eleven directors. The Board declared a $0.10 per share quarterly dividend payable June 26, 2026 to holders of record at the close of business on June 5, 2026.

Key Details

• Director Elections (terms to 2029):
  • Caron A. Lawhorn — For: 63,511,892; Against: 2,173,737; Abstain: 34,823; Broker non-votes: 7,094,863
  • Stephen O. LeClair — For: 57,224,022; Against: 8,470,311; Abstain: 26,119; Broker non-votes: 7,094,863
  • David R. Stewart — For: 63,477,854; Against: 2,206,457; Abstain: 36,141; Broker non-votes: 7,094,863
• Auditor Ratification: Grant Thornton, LLP ratified — For: 71,064,229; Against: 1,692,536; Abstain: 58,550.
• Compensation (say-on-pay): Advisory approval — For: 63,496,580; Against: 2,148,606; Abstain: 75,266. Stockholders also voted to hold future advisory votes on compensation annually (One Year: 64,209,213).
• Board Size Increase: Amendment approved to raise maximum Board size from 9 to 11 directors — For: 72,417,102; Against: 359,357; Abstain: 38,856.
• Dividend Declared: $0.10 per share quarterly ($0.40 annualized), payable June 26, 2026; record date June 5, 2026.

Why It Matters

• The dividend declaration signals continued shareholder cash returns and provides a known near-term income date for investors (payable June 26, 2026).
• Approval to expand the Board from nine to eleven directors enables potential additions to strengthen governance or strategy oversight.
• Ratification of the auditor and the advisory compensation approvals are routine governance items; the annual say-on-pay vote frequency gives shareholders regular input on executive pay.
• Director vote totals show broad support for two nominees and a more contested vote for Stephen LeClair, which investors may watch if governance or leadership changes arise.