Oshkosh (OSK) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 5, 2026, to be held virtually; shareholders of record as of March 2, 2026, are eligible to vote on key proposals.

• 2025 revenue was $10.4 billion, down 2.9% from 2024; operating income was $939.5 million, a 7% decrease year-over-year; net cash from operations rose 42% to $783.4 million.

• Returned $408.4 million to shareholders via dividends and buybacks, up 73% from 2024; increased quarterly dividend by 11.8%.

• Ended 2025 with a $14.2 billion backlog, providing strong visibility into 2026.

• Recognized for sustainability and ethics, named to the Dow Jones Sustainability World Index for the seventh consecutive year and Ethisphere's World's Most Ethical Companies for the tenth consecutive year.

Voting matters and shareholder proposals

• Four proposals: (1) election of ten directors, (2) ratification of Deloitte & Touche LLP as auditor, (3) advisory vote on executive compensation, (4) shareholder proposal requiring directors who fail to obtain a majority vote to leave the board within nine months.

• Board recommends FOR all directors, FOR auditor ratification, FOR executive compensation, and AGAINST the shareholder proposal.

• Board opposes the shareholder proposal, citing existing by-law provisions for director resignation and concerns about inflexibility and ambiguity.

Board of directors and corporate governance

• Board consists of ten directors, average tenure 6.9 years, average age 61.6; 50% diverse, including three women and one ethnically/racially diverse member.

• All directors except the CEO are independent; all attended 100% of meetings in 2025.

• Board has Audit, Governance, and Human Resources Committees, all composed of independent directors.

• Proxy access allows shareholders owning 3%+ for three years to nominate up to 20% of the board.

• Shareholders holding 10%+ can call a special meeting.

• Annual board and committee self-evaluations and robust director nomination process focused on diversity and relevant expertise.