Twin Disc Files 8-K: Voting Matters, Other Events, Exhibits

TL;DR

Twin Disc filed an 8-K on Oct 30th covering shareholder votes and financial updates.

AI Summary

On October 30, 2025, Twin Disc, Incorporated filed an 8-K report detailing the submission of matters to a vote of security holders, other events, and financial statements and exhibits. The filing was made on November 4, 2025, and pertains to events occurring on October 30, 2025.

Why It Matters

This 8-K filing indicates important corporate actions and disclosures, including votes by security holders and the presentation of financial information, which are crucial for investors to understand the company's governance and financial health.

Risk Assessment

Risk Level: low — This is a routine 8-K filing that primarily reports on corporate events and financial statements without disclosing significant new risks or material adverse changes.

Key Players & Entities

• TWIN DISC, INCORPORATED (company) — Registrant
• October 30, 2025 (date) — Date of Earliest Event Reported
• November 4, 2025 (date) — Filing Date

FAQ

Filing Documents

• twin20251103_8k.htm (8-K) — 54KB
• 0001437749-25-033066.txt ( ) — 187KB
• twin-20251030.xsd (EX-101.SCH) — 3KB
• twin-20251030_def.xml (EX-101.DEF) — 12KB
• twin-20251030_lab.xml (EX-101.LAB) — 15KB
• twin-20251030_pre.xml (EX-101.PRE) — 12KB
• twin20251103_8k_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting of Shareholders of the Company was held on October 30, 2025. Matters submitted to shareholders at the meeting and the voting results thereof were as follows: Proposal No. 1 – Election of Directors. The shareholders of the Company elected each of the Director nominees proposed by the Company's Board of Directors. Mr. John H. Batten, Ms. Juliann Larimer, and Mr. Kevin M. Olsen were elected to serve until the 2028 Annual Meeting of Shareholders or until their successor is duly elected and qualified. The following is a breakdown of the voting results: Votes For Percent(1) Votes Withheld Percent(1) Broker Non-Votes John H. Batten 10,537,394 98.36% 176,049 1.64% 1,653,912 Juliann Larimer 10,426,603 97.32% 286,840 2.68% 1,653,912 Kevin M. Olsen 10,398,338 97.06% 315,105 2.94% 1,653,912 Proposal No. 2 – Advisory Vote on the Compensation of the Company ' s Named Executive Officers. In an advisory vote, the shareholders of the Company approved the compensation of the Company's Named Executive Officers. The Company includes such an advisory vote on the Company's Named Executive Officer compensation in its proxy materials every year, and intends to continue to provide such an advisory vote on an annual basis until the next required non-binding advisory vote on the frequency of such votes on executive compensation. The following is a breakdown of the voting results: Votes For Votes Against Abstentions Broker Non-Votes 10,107,525 228,395 377,523 1,653,912 Proposal No. 3 – Appointment of RSM US LLP as Independent Registered Public Accounting Firm. The shareholders of the Company ratified the appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026. Because brokers holding shares are permitted to vote on this proposal without specific instruction from the beneficial owners of suc

01 Other Events

Item 8.01 Other Events. On October 30, 2025, each of the non-employee Directors of the Company who continued to serve on the Board of Directors after the Company's Annual Meeting of Shareholders received 5,378 shares of Restricted Stock under the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan (the "Omnibus Plan"), representing approximately 55% of their annual Board retainer (exclusive of Committee chair fees). In conjunction with the issuance of Restricted Stock under the Omnibus Plan, the Company entered into a Restricted Stock Agreement with each of its non-employee Directors covering awards of restricted stock under the Plan. A form of the Restricted Stock Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS The disclosures in this report on Form 8-K and in the documents incorporated herein by reference contain or may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believes," "expects," "intends," "plans," "anticipates," "hopes," "likely," "will," and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the Company's actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management's view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. EXHIBIT NUMBER DESCRIPTION 10.1 Form of Twin Disc, Incorporated Non-Employee Director Restricted Stock Agreement (Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K dated November 6, 2024). File No. 001-07635 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 4, 2025 Twin Disc, Incorporated /s/ Jeffrey S. Knutson Jeffrey S. Knutson Vice President-Finance, Chief Financial Officer, Treasurer & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR