Twin Disc (TWIN) Proxy filing summary

Executive summary

• Amendment clarifies voting procedures and the effect of abstentions and broker non-votes on proposals at the annual meeting scheduled for October 29, 2026.

• All other information in the original proxy statement remains unchanged except as specifically amended.

Voting matters and shareholder proposals

• Four proposals will be voted on: election of directors, advisory vote on executive compensation, ratification of independent auditors, and approval of the amended and restated 2021 Omnibus Incentive Plan.

• Directors are elected by plurality; withheld votes and broker non-votes have no effect on director elections.

• Advisory vote on executive compensation requires more "For" than "Against" votes; abstentions and broker non-votes have no effect.

• Ratification of auditors requires a majority of votes cast; abstentions have no effect, and broker non-votes are not expected.

• Approval of the incentive plan requires a majority of votes cast; abstentions and broker non-votes have no effect.

Board of directors and corporate governance

• In the event of a tie for the last director vacancy, a run-off vote will be held among tied candidates.

• Quorum is determined by presence in person or by proxy, including abstentions and broker non-votes.