Twin Disc (TWIN) Proxy filing summary

Executive summary

• Annual Meeting scheduled for October 29, 2026, with voting on director elections, executive compensation, auditor ratification, and an amended incentive plan.

• Shareholders of record as of August 21, 2026, are eligible to vote; proxy materials are available online.

• Voting can be done online, by phone, or by mail, with detailed instructions provided.

Voting matters and shareholder proposals

• Election of two directors for terms expiring in 2029.

• Advisory vote on executive compensation (Say-on-Pay).

• Ratification of RSM US LLP as independent auditors for fiscal year ending June 30, 2027.

• Approval of the Amended and Restated 2021 Omnibus Incentive Plan, increasing reserved shares by 700,000.

• Shareholder proposals for the 2027 meeting must be received by May 17, 2027.

Board of directors and corporate governance

• Board leadership is separated between Chairman and CEO roles.

• Majority of directors are independent; independence is reviewed annually.

• Board committees include Audit, Compensation and Human Capital, and Nominating and Governance, all composed of independent directors.

• Directors are evaluated for diversity of skills and experience, though no formal diversity policy exists.