Enerpac Sets Virtual Shareholder Meeting, Board Shrinks to Eight

Ticker: EPAC · Form: DEF 14A · Filed: Dec 22, 2025 · CIK: 6955

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Board of Directors, Executive Compensation, Auditor Ratification, Corporate Governance, Shareholder Vote

Related Tickers: EPAC

TL;DR

**EPAC's board is shrinking and they're pushing a virtual meeting; vote FOR the board's picks, but keep an eye on executive compensation.**

AI Summary

ENERPAC TOOL GROUP CORP. (EPAC) is holding its Annual Meeting of Shareholders on February 4, 2026, virtually at www.virtualshareholdermeeting.com/EPAC2026. Shareholders will vote on three key proposals: the election of eight director nominees, the ratification of Ernst & Young LLP as the independent auditor for fiscal year ending August 31, 2026, and an advisory vote on named executive officer compensation. The Board of Directors recommends a 'FOR' vote on all proposals. Notably, two current directors, Alfredo Altavilla and Judy L. Altmaier, are not standing for re-election, reducing the board size from ten to eight members. The record date for voting eligibility was December 1, 2025, with 52,773,605 shares of Class A common stock outstanding. The company emphasizes cost savings and increased shareholder access through the virtual meeting format, with technical support available from 1:00 p.m. Central Time on February 4, 2026. The cost of soliciting proxies is expected not to exceed $20,000 if a professional firm is engaged.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Enerpac Tool Group, directly impacting investor confidence through board composition and executive oversight. The reduction of the board from ten to eight members, with two directors not seeking re-election, signals a potential shift in strategic direction or operational efficiency focus, which could influence future competitive positioning against peers like Stanley Black & Decker or Illinois Tool Works. For employees, the advisory vote on executive compensation provides insight into the company's reward philosophy, potentially affecting morale and talent retention. Customers and the broader market will observe these governance changes as indicators of Enerpac's stability and long-term vision.

Risk Assessment

Risk Level: low — The filing primarily details routine annual meeting proposals, including director elections and auditor ratification, which are standard corporate governance practices. There are no immediate red flags regarding financial distress or significant operational changes. The reduction in board size from ten to eight members, while a change, is presented as a planned adjustment with no stated negative implications.

Analyst Insight

Investors should review the biographies of the eight director nominees to ensure alignment with their investment thesis and vote accordingly. Participate in the advisory vote on executive compensation to signal your approval or disapproval of current pay practices. Ensure your proxy is submitted by February 3, 2026, at 10:59 p.m. Central Time.

Key Numbers

Key Players & Entities

FAQ

When is Enerpac Tool Group's (EPAC) Annual Meeting of Shareholders?

Enerpac Tool Group's Annual Meeting of Shareholders is scheduled for February 4, 2026, at 2:00 p.m., Central Time. It will be held solely by means of remote communication at www.virtualshareholdermeeting.com/EPAC2026.

What are the key proposals for shareholders to vote on at the EPAC Annual Meeting?

Shareholders will vote on three main proposals: the election of eight director nominees, the ratification of Ernst & Young LLP as the independent auditor for the fiscal year ending August 31, 2026, and an advisory (non-binding) vote to approve the compensation of named executive officers.

Who are the directors not standing for re-election at Enerpac Tool Group (EPAC)?

Alfredo Altavilla and Judy L. Altmaier are the two directors who are not standing for re-election at the upcoming Annual Meeting. Their departure will reduce the Board of Directors from ten to eight members.

What is the record date for voting at the Enerpac Tool Group (EPAC) Annual Meeting?

The record date for shareholders entitled to notice of and to vote at the Meeting is the close of business on December 1, 2025. As of this date, 52,773,605 shares of Class A common stock were outstanding.

How can shareholders access the virtual Enerpac Tool Group (EPAC) Annual Meeting?

Shareholders can attend and participate in the virtual meeting by visiting www.virtualshareholdermeeting.com/EPAC2026 and entering their 16-digit control number found on their proxy card or voting instruction form. The platform will be accessible starting at 1:45 p.m., Central Time, on February 4, 2026.

What is the Board of Directors' recommendation for the proposals at the EPAC Annual Meeting?

The Board of Directors recommends a vote 'FOR' the election of each of the eight director nominees described in the Proxy Statement and 'FOR' Proposals 2 (auditor ratification) and 3 (advisory vote on executive compensation).

What is the expected cost of soliciting proxies for Enerpac Tool Group (EPAC)?

The cost of soliciting proxies will be borne by the Company. If a professional proxy solicitation firm is engaged, the total costs for its services are not expected to exceed $20,000.

What is the deadline for Internet and telephone voting for the EPAC Annual Meeting?

The deadline for Internet and telephone voting for the Enerpac Tool Group Annual Meeting is 10:59 p.m., Central Time, on February 3, 2026. Shareholders are encouraged to vote as soon as possible.

What happens if a shareholder does not provide voting instructions to their broker for EPAC shares?

If shares are held in 'street name,' brokers are permitted to vote on the ratification of Ernst & Young LLP (Proposal 2) even without instructions. However, they are not permitted to vote on director elections (Proposal 1) or executive compensation (Proposal 3) without timely instructions from the shareholder.

Who are some of the director nominees for Enerpac Tool Group (EPAC) and what are their qualifications?

Two director nominees include J. Palmer Clarkson, former President and CEO of Bridgestone HosePower LLC, bringing expertise in financial and operational management, and Danny L. Cunningham, former Partner and Chief Risk Officer of Deloitte & Touche, LLP, with expertise in financial reporting, auditing, and risk management.

Industry Context

Enerpac Tool Group Corp. operates in the industrial tools and equipment sector, which is characterized by a need for specialized, high-performance products. The industry is influenced by global manufacturing output, construction activity, and infrastructure spending. Competition often comes from both large, diversified industrial conglomerates and smaller, specialized tool manufacturers.

Regulatory Implications

As a publicly traded company, ENERPAC TOOL GROUP CORP. is subject to SEC regulations, including timely and accurate filing of disclosures like the DEF 14A. Compliance with corporate governance rules and shareholder voting procedures is critical to maintaining market confidence and avoiding potential penalties.

What Investors Should Do

  1. Review director nominees and vote accordingly.
  2. Vote on the ratification of the independent auditor.
  3. Consider the advisory vote on executive compensation.
  4. Note the reduction in board size from ten to eight members.

Key Dates

Glossary

DEF 14A
A proxy statement filed by public companies with the U.S. Securities and Exchange Commission (SEC) detailing information about the annual meeting of shareholders and the matters to be voted upon. (This document is the primary source of information for shareholders regarding the upcoming annual meeting and key corporate governance matters.)
Class A common stock
A class of common stock issued by a company, often with specific voting rights or other characteristics that differentiate it from other classes of stock. (Represents the shares outstanding that are eligible to vote at the shareholder meeting.)
Proxy solicitation
The process by which a company or other entity asks shareholders to grant a proxy (a power of attorney) to vote their shares in a particular way. (The filing details the expected costs associated with soliciting shareholder votes for the upcoming meeting.)

Year-Over-Year Comparison

This filing indicates a reduction in the board size from ten to eight directors, with two current directors not standing for re-election. The company is also holding its annual meeting virtually, a format that has become more common for increasing shareholder access and potentially reducing costs. Specific financial performance comparisons or changes in executive compensation structures from the prior year are not detailed within the provided summary context.

Filing Stats: 4,618 words · 18 min read · ~15 pages · Grade level 12.9 · Accepted 2025-12-22 07:07:25

Key Financial Figures

Filing Documents

Executive Compensation (Compensation Discussion and Analysis)

Executive Compensation (Compensation Discussion and Analysis) 19 Executive Summary 19 Alignment of Compensation to Performance 20 Shareholder Input on Executive Compensation Program 20

Executive Compensation Practices

Executive Compensation Practices 20 Oversight of the Executive Compensation Program 20 Assessing Competitive Compensation Practices 21 Target Level Compensation Determination 22 Components of Executive Compensation 22 Stock Ownership Requirements 29 Anti-Hedging and Insider Trading Policies 29 Compensation Clawback Policies 29 Changes for the Fiscal 2026 Executive Compensation Program 30 Talent Development and Compensation Committee Report 30 Summary Compensation Table 31 Grants of Plan-Based Awards 33 Outstanding Equity Awards at Fiscal Year-End 34 Equity Awards Vested in Fiscal 2025 35 Employee Deferred Compensation 36 Equity Compensation Plan Information 37 Senior Officer Severance Plan and Executive Agreements 37 Change In Control Payments 39 CEO Pay Ratio 40 Pay Versus Performance 42 Non-Employee Director Compensation 46 Other Information 47 Delinquent Section 16(a) Reports 47 Independent Public Accountants 47 Shareholder Proposals 47 Householding of Annual Meeting Materials 47

Forward-Looking Statements

Forward-Looking Statements 48 Additional Matters 48 TABLE OF CONTENTS 648 N. Plankinton Ave., 4 th Floor Milwaukee, Wisconsin 53203 (262) 293-1500 PROXY STATEMENT This Proxy Statement and accompanying proxy are being first sent to shareholders on or about December 22, 2025. GENERAL INFORMATION This Proxy Statement and accompanying proxy are furnished to the shareholders of Enerpac Tool Group Corp. (the "Company," "Enerpac," "we," or "us") in connection with the solicitation of proxies by the Board of Directors of the Company (the "Board of Directors" or the "Board") for use at the virtual Annual Meeting of Shareholders on February 4, 2026 (the "Meeting"), and at any adjournment thereof. Accompanying this Proxy Statement is a Notice of Annual Meeting of Shareholders and a form of proxy for the Meeting. The Company's 2025 Annual Report to Shareholders (the "Annual Report"), which includes its Annual Report on Form 10-K for the fiscal year ended August 31, 2025 (without exhibits), accompanies this Proxy Statement and contains financial statements and certain other information concerning the Company. ACCESSING THE VIRTUAL ANNUAL MEETING This year, the Meeting will be held solely by means of remote communication, and there will be no in-person meeting location. The Meeting is open to all holders of our common stock as of the Record Date (as defined below). Shareholders will be able to attend and participate in the virtual meeting, including voting their shares and asking questions. To attend and participate in the Meeting, visit www.virtualshareholdermeeting.com/EPAC2026 and enter the 16-digit control number listed on your proxy card or voting instruction form. The Meeting will begin promptly at 2:00 p.m., Central Time, on February 4, 2026. We encourage you to access the virtual platform prior to the start time to familiarize yourself with the virtual platform and ensure that you can hear the streaming audio. You may log into the virtual platform b

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