AAON, INC. DEF 14A Filing

TL;DR

<b>AAON, INC. files its Definitive Proxy Statement (DEF 14A) on April 8, 2024, detailing executive compensation and corporate governance for the period ending May 21, 2024.</b>

AI Summary

AAON, INC. (AAON) filed a Proxy Statement (DEF 14A) with the SEC on April 8, 2024. AAON, INC. filed a DEF 14A on April 8, 2024. The filing covers the period ending May 21, 2024. The company's principal business is AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP. AAON, INC. is incorporated in Nevada (NV). The filing includes data for fiscal years 2020 through 2023.

Why It Matters

For investors and stakeholders tracking AAON, INC., this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions on corporate matters. The DEF 14A provides detailed information on equity awards, which can impact future dilution and shareholder value.

Risk Assessment

Risk Level: — AAON, INC. shows moderate risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

Analyst Insight

Review the executive compensation details and any shareholder proposals to inform voting decisions.

Key Numbers

• 2024-04-08 — Filing Date (DEF 14A filing date)
• 2024-05-21 — Period of Report End Date (DEF 14A period of report)
• 2023-12-31 — Fiscal Year End (Company fiscal year end)

Key Players & Entities

• AAON, INC. (company) — Filer name
• 2024-04-08 (date) — Filing date
• 2024-05-21 (date) — Period of report
• 3585 (other) — Standard Industrial Classification
• NV (other) — State of incorporation
• 2023-12-31 (date) — Fiscal year end

FAQ

Industry Context

AAON, INC. operates in the HVAC (Heating, Ventilation, and Air Conditioning) equipment manufacturing industry, specifically focusing on commercial and industrial refrigeration equipment.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to provide shareholders with information necessary for voting at annual meetings.

What Investors Should Do

1. Analyze the Summary Compensation Table for executive pay details.
2. Review any proposals being put forth for shareholder vote.
3. Check for any changes in board composition or governance policies.

Key Dates

• 2024-04-08: Filing of DEF 14A — Indicates the company is preparing for its annual shareholder meeting and disclosing executive compensation.

Year-Over-Year Comparison

This is the initial DEF 14A filing for the period ending May 21, 2024, and no prior period comparison is available within this document.

Key Financial Figures

• $1,168.5 million — Sales Net sales for 2024 grew 31.5% to $1,168.5 million due to organic growth and price increas
• $77.2 million — icient. Earnings Net income increased $77.2 million to $177.6 million in 2023 , resulting i
• $177.6 million — Net income increased $77.2 million to $177.6 million in 2023 , resulting in diluted earnings
• $2.13 — ulting in diluted earnings per share of $2.13 , an increase of 71.8% from 2022. Tot
• $73.87 — he market price of our common stock was $73.87 per share on December 29, 2023, an incr
• $50.21 — mately 47.1% from the closing price of $50.21 on December 30, 2022. We generated TSR

Filing Documents

• aaon-20240408.htm (DEF 14A) — 2825KB
• aaon-20240408_g1.jpg (GRAPHIC) — 369KB
• aaon-20240408_g10.jpg (GRAPHIC) — 881KB
• aaon-20240408_g11.jpg (GRAPHIC) — 9KB
• aaon-20240408_g12.jpg (GRAPHIC) — 54KB
• aaon-20240408_g13.jpg (GRAPHIC) — 56KB
• aaon-20240408_g14.jpg (GRAPHIC) — 209KB
• aaon-20240408_g15.jpg (GRAPHIC) — 377KB
• aaon-20240408_g16.jpg (GRAPHIC) — 110KB
• aaon-20240408_g17.jpg (GRAPHIC) — 70KB
• aaon-20240408_g18.gif (GRAPHIC) — 20KB
• aaon-20240408_g19.gif (GRAPHIC) — 72KB
• aaon-20240408_g2.jpg (GRAPHIC) — 140KB
• aaon-20240408_g20.gif (GRAPHIC) — 74KB
• aaon-20240408_g21.gif (GRAPHIC) — 20KB
• aaon-20240408_g22.gif (GRAPHIC) — 56KB
• aaon-20240408_g23.gif (GRAPHIC) — 51KB
• aaon-20240408_g24.gif (GRAPHIC) — 48KB
• aaon-20240408_g25.gif (GRAPHIC) — 52KB
• aaon-20240408_g26.jpg (GRAPHIC) — 4KB
• aaon-20240408_g3.jpg (GRAPHIC) — 12KB
• aaon-20240408_g4.gif (GRAPHIC) — 30KB
• aaon-20240408_g5.gif (GRAPHIC) — 29KB
• aaon-20240408_g6.jpg (GRAPHIC) — 34KB
• aaon-20240408_g7.jpg (GRAPHIC) — 37KB
• aaon-20240408_g8.jpg (GRAPHIC) — 36KB
• aaon-20240408_g9.jpg (GRAPHIC) — 31KB
• 0000824142-24-000106.txt (&nbsp;) — 11529KB
• aaon-20240408.xsd (EX-101.SCH) — 4KB
• aaon-20240408_def.xml (EX-101.DEF) — 5KB
• aaon-20240408_lab.xml (EX-101.LAB) — 8KB
• aaon-20240408_pre.xml (EX-101.PRE) — 5KB
• aaon-20240408_htm.xml (XML) — 253KB

From the Filing

aaon-20240408 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 _______________ Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 AAON, INC. (Name of Registrant as Specified in its Charter) NOT APPLICABLE (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 2024 AAON, Inc. ABOUT We lead the charge in advancing HVAC innovation our world depends on. AAON provides highly configurable HVAC equipment that answers customer-specific needs in any commercial or industrial environment while bringing long-term value and efficiency. AAON is committed to driving the industry forward through the design, manufacturing, and rigorous testing of innovative HVAC solutions for a cleaner and more sustainable future. Notice of 2024 Annual Meeting of Stockholders Notice is hereby given that the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of AAON, Inc., a Nevada corporation (the "Company"), will be held on Tuesday, May 21, 2024 at 10:00 A.M. (Local Time), at 2422 South Yukon Avenue, Tulsa, Oklahoma, for the following purposes, as more fully described in the accompanying proxy statement ("Proxy Statement"): 1. To elect three Class III Directors for terms ending in 2027 ; 2. To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for 2024 3. To approve (on a non-binding, advisory basis) the compensation of our named executive officers; 4. To amend the Company's Articles of Incorporation to increase its total authorized common shares from 100,000,000 to 200,000,000, par value $.004 per share; 5. To approve the Company's 2024 Long-Term Incentive Plan (the "2024 Incentive Plan"); and 6. To transact such other business as may properly come before the meeting or any adjournment thereof. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON May 21, 2024 . We have elected to take advantage of the Securities and Exchange Commission's rules that allow us to furnish our proxy materials to our stockholders over the Internet. We believe electronic delivery will expedite the receipt of materials and, by printing and mailing a smaller volume, will reduce the environmental impact of our annual meeting materials and help lower our costs. A Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") is being mailed concurrently to our stockholders. The Notice of Internet Availability contains instructions on how to access the Notice of Annual Meeting, Proxy Statement and Annual Report to Stockholders online. You will not receive a printed copy of these materials, unless you specifically request one. The Notice of Internet Availability contains instructions on how to receive a paper copy of the proxy materials. It is important that your shares be represented and voted at the meeting. You may vote your shares in person at the meeting, by internet, by telephone or by completing, signing, dating and returning a proxy card which will be mailed to you if you request delivery of a full set of proxy materials. Our Proxy Statement and Annual Report on Form 10-K, are available at www.proxyvote.com By Order of the Board of Directors Luke A. Bomer Secretary Tulsa, Oklahoma April 8, 2024 NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS Table of Contents SUMMARY PROXY INFORMATION 1 Proxy Statement Summary 1 Director Nominees 3 Business Highlights 4 Compensation Highlights 5 CORPORATE RESPONSIBILITY 6 Environmental Performance 6 Community Investment 8 Human Capital Management 9 Inclusion and Diversity 9 GOVERNANCE OF THE COMPANY 11 Code of Business Conduct and Ethics 11 Director Independence 11 Policy Against Hedging Stock 12 Board Leadership Structure 12 Succession Planning 13 Our Board and Corporate Strategy 13 Stockholder Engagement 13 Risk Oversight 14 Board Committee Structure 14 Audit Committee 15 Compensation Committee 15 Governance Committee 15 Director Nominations 16 Director Compensation 16 Compensation Committee's Interlocks and Insider Participation 17 Executive Sessions 18 Communicating with the Board 18 Whistleblower Procedures 18 PROPOSAL 1 - ELECTION OF DIRECTORS 19 Election by Majority Vote 19 Board Di

View Full Filing

View this DEF 14A filing on SEC EDGAR