Twin Disc Sets Oct. 30 Shareholder Meeting for Director Elections, Say-on-Pay

Ticker: TWIN · Form: DEF 14A · Filed: 2025-09-15T00:00:00.000Z

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Director Elections, Executive Compensation, Shareholder Meeting, Auditor Ratification, Voting Rights

Related Tickers: TWIN

TL;DR

**TWIN's upcoming shareholder meeting is a routine governance check, but watch the Say-on-Pay vote for any dissent on executive compensation.**

AI Summary

Twin Disc, Inc. (TWIN) is holding its Annual Meeting of Shareholders on October 30, 2025, to elect three Directors, conduct an advisory vote on Named Executive Officer compensation, and ratify RSM US LLP as its independent auditors for fiscal year ending June 30, 2026. The company reported 14,390,226 shares of common stock outstanding as of the August 22, 2025 record date. Key shareholders include GAMCO Investors, Inc. with 15.5% beneficial ownership and John H. Batten, CEO, holding 18.2% of shares. The Board of Directors recommends voting in favor of the three director nominees: John H. Batten, Juliann Larimer, and Kevin M. Olsen, all of whom are current or former CEOs of public companies, bringing extensive strategic and financial expertise. The advisory 'Say on Pay' vote is non-binding, but the Compensation and Human Capital Committee will consider the results for future compensation policies. The ratification of RSM US LLP requires a majority of shares present and entitled to vote.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Twin Disc, impacting investor confidence and strategic direction. The election of three directors, including CEO John H. Batten, will shape the company's leadership for the next three years, influencing long-term growth and operational efficiency in a competitive industrial market. The advisory vote on executive compensation provides shareholders a voice on how top management is incentivized, potentially affecting employee morale and retention. Ratifying the auditor ensures financial transparency and compliance, crucial for maintaining market trust and regulatory standing against competitors like Caterpillar and Cummins.

Risk Assessment

Risk Level: low — The filing primarily details standard corporate governance matters for the upcoming Annual Meeting, including director elections and auditor ratification. There are no indications of significant operational, financial, or strategic risks disclosed within this proxy statement. The 14,390,226 shares outstanding and the clear voting procedures suggest a stable corporate environment.

Analyst Insight

Investors should review the qualifications of the director nominees, particularly John H. Batten, Juliann Larimer, and Kevin M. Olsen, to ensure alignment with their investment thesis. Participate in the 'Say on Pay' vote to express your view on executive compensation, as this non-binding vote can still influence future compensation practices.

Key Numbers

Key Players & Entities

FAQ

When is Twin Disc's Annual Meeting of Shareholders scheduled for 2025?

Twin Disc, Incorporated's Annual Meeting of Shareholders is scheduled for 2:00 P.M. (Central Time) on Thursday, October 30, 2025, at the offices of von Briesen & Roper, s.c., 411 East Wisconsin Avenue, Suite 1000, Milwaukee, Wisconsin 53202.

What are the key proposals to be voted on at the Twin Disc 2025 Annual Meeting?

Shareholders will vote on three main proposals: the election of three Directors to serve until the 2028 Annual Meeting, an advisory vote to approve the compensation of Named Executive Officers, and the ratification of RSM US LLP as the independent auditors for the fiscal year ending June 30, 2026.

Who are the director nominees for Twin Disc in 2025?

The Board of Directors has nominated John H. Batten (current CEO), Juliann Larimer (former Board Chair and CEO of Peak Technologies), and Kevin M. Olsen (President and CEO of Dorman Products) to serve as Directors until the Annual Meeting in 2028.

What is the record date for voting at the Twin Disc Annual Meeting?

Only holders of record of shares of common stock of Twin Disc, Incorporated at the close of business on August 22, 2025, are entitled to vote at the Annual Meeting.

How many shares of common stock were outstanding on Twin Disc's record date?

On the record date of August 22, 2025, there were 14,390,226 shares of common stock of Twin Disc, Incorporated outstanding and entitled to vote at the Annual Meeting.

What is the 'Say on Pay' vote for Twin Disc and is it binding?

The 'Say on Pay' vote is an advisory, non-binding vote seeking shareholder approval of the compensation of Twin Disc's Named Executive Officers. While not binding, the Compensation and Human Capital Committee will consider the results in addressing future compensation policies.

Who are the principal shareholders of Twin Disc, Inc.?

As of August 15, 2025, principal shareholders include GAMCO Investors, Inc. with 15.5% beneficial ownership and John H. Batten, CEO, with 18.2% beneficial ownership, including shares held as trustee.

What is the deadline for Twin Disc shareholders to submit proposals for the 2026 Annual Meeting?

Shareholder proposals for inclusion in the 2026 Annual Meeting proxy statement must be received by Twin Disc's principal executive offices no later than May 18, 2026. Nominations for directors must be received by July 17, 2026.

How can Twin Disc shareholders vote their shares if they cannot attend the meeting in person?

Shareholders can vote in advance via the Internet at www.investorvote.com/twin, by telephone at 1-800-652-8683, or by signing and returning a paper proxy appointment form if they received one. The deadline for Internet and telephone voting is 11:59 PM Eastern Time on October 29, 2025.

What happens if the appointment of RSM US LLP as independent auditors is not ratified by Twin Disc shareholders?

If the appointment of RSM US LLP is not ratified by a majority of the shares present and entitled to vote, the Audit Committee will reconsider such appointment.

Industry Context

Twin Disc, Inc. operates in the industrial manufacturing sector, specifically focusing on power transmission equipment for applications in construction, agriculture, and material handling. The industry is characterized by cyclical demand tied to global economic activity and capital expenditure by end-users. Key trends include the need for more fuel-efficient and technologically advanced components, as well as consolidation among suppliers and customers.

Regulatory Implications

As a publicly traded company, Twin Disc is subject to SEC regulations governing proxy solicitations and corporate governance, including rules for shareholder proposals and director elections. Compliance with these regulations ensures transparency and fair shareholder participation. The company must also adhere to accounting standards and auditor independence requirements.

What Investors Should Do

  1. Review the director nominees' qualifications and vote for the election of directors to ensure continued experienced leadership.
  2. Consider the advisory vote on Named Executive Officer compensation and vote 'For' or 'Against' based on alignment with company performance and shareholder interests.
  3. Ratify the appointment of RSM US LLP as independent auditors to ensure financial reporting integrity.
  4. Vote your shares in advance of the October 30, 2025 meeting via internet, phone, or mail to ensure your voice is heard, even if you cannot attend in person.

Key Dates

Glossary

DEF 14A
A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders in preparation for an annual meeting. (This document contains the official notice of the annual meeting, proposals to be voted on, and background information on directors and executive compensation.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Shareholders who own stock on August 22, 2025, are entitled to vote at the October 30, 2025, Annual Meeting.)
Proxy Statement
A document that a company must provide to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This document outlines the proposals, director nominees, and advisory vote on executive compensation, guiding shareholder decisions.)
Named Executive Officers (NEOs)
The top executive officers of a company, typically including the CEO, CFO, and other highest-paid individuals. (The compensation of these individuals is subject to an advisory shareholder vote ('Say on Pay') at the annual meeting.)
Ratify
To formally approve or confirm an action that has already been taken or proposed. (Shareholders are asked to ratify the appointment of RSM US LLP as the independent auditors, confirming the Board's choice.)
Quorum
The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A majority of the outstanding shares of common stock must be present (in person or by proxy) to constitute a quorum for the Annual Meeting.)
Broker Non-Vote
A ballot cast by a broker that holds shares on behalf of a client, where the broker does not have discretionary voting authority and has not received voting instructions from the client. (These votes are counted for quorum purposes but are not considered votes cast on a particular proposal, impacting the outcome of non-routine matters.)

Year-Over-Year Comparison

This filing is a proxy statement for the upcoming Annual Meeting of Shareholders on October 30, 2025. It does not contain comparative financial data from a previous filing like an annual report. However, it outlines the proposals for the current year, including director elections and executive compensation, which are recurring items that shareholders will evaluate based on the company's performance and governance practices.

Filing Stats: 4,653 words · 19 min read · ~16 pages · Grade level 13.3 · Accepted 2025-09-15 08:30:54

Key Financial Figures

Filing Documents

From the Filing

twin20250829_def14a.htm SCHEDULE 14A INFORMATION 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 Section 240.14a-2. Twin Disc, Incorporated (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): 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 TWIN DISC, INCORPORATED 222 East Erie Street, Suite 400, Milwaukee, Wisconsin 53202 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS – OCTOBER 30, 2025 NOTICE IS HEREBY GIVEN TO THE SHAREHOLDERS OF TWIN DISC, INCORPORATED The Annual Meeting of Shareholders (the "Annual Meeting") of Twin Disc, Incorporated, a Wisconsin corporation (the "Corporation"), will be held at 2:00 P.M. (Central Time) on Thursday, October 30, 2025, at the offices of von Briesen & Roper, s.c., 411 East Wisconsin Avenue, Suite 1000, Milwaukee, Wisconsin 53202 for the following purposes: 1. To elect three Directors to serve until the Annual Meeting of Shareholders in 2028. 2. To consider an advisory vote to approve the compensation of the Corporation's Named Executive Officers. 3. To ratify the appointment of RSM US LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending June 30, 2026. 4. To transact any other business that may properly come before the Annual Meeting. Only holders of record of shares of common stock of the Corporation at the close of business on August 22, 2025, shall be entitled to vote at the Annual Meeting. A proxy appointment card and our proxy statement are enclosed with this notice. The proxy card shows the form in which your shares are registered and affords you the opportunity to direct the voting of those shares, even if you are unable to attend the Annual Meeting in person. Please review these proxy materials and follow the applicable instructions. Jeffrey S. Knutson Secretary Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on October 30, 2025 Our proxy materials, including the Proxy Statement and 2025 Annual Report on Form 10-K, are available over the internet at http://ir.twindisc.com/proxy , and most of our stockholders will receive only a notice ("Notice") containing instructions on how to access the proxy materials over the internet and vote online. If you receive this Notice but would still like to receive paper copies of the proxy materials, please follow the instructions on the Notice or on the website referred to on the Notice. TWIN DISC, INCORPORATED 2025 ANNUAL REPORT | PROXY | 2 YOUR VOTE IS IMPORTANT! WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS IN PERSON, WE ASK YOU TO PLEASE TAKE ADVANTAGE OF ONE OF THE OPTIONS YOU HAVE FOR VOTING YOUR SHARES IN ADVANCE OF THE ANNUAL MEETING. MOST SHAREHOLDERS HAVE THREE OPTIONS FOR SUBMITTING THEIR VOTE: (1) VIA THE INTERNET; (2) BY TELEPHONE; OR (3) IF YOU RECEIVED PAPER COPIES OF THE PROXY MATERIALS, BY SIGNING AND RETURNING YOUR PROXY APPOINTMENT IN THE ENCLOSED ENVELOPE. THE APPLICABLE INSTRUCTIONS AND DEADLINES FOR EACH OPTION ARE STATED ON THE PROXY CARD AND IN THE PROXY STATEMENT. IF YOUR PROXY APPOINTMENT / VOTING INSTRUCTIONS ARE NOT RECEIVED BEFORE THE APPLICABLE DEADLINE, THE PROXY WILL BE RULED INVALID. AFTER SUBMITTING YOUR VOTING INSTRUCTIONS, SHOULD YOU FIND IT CONVENIENT TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PRIOR INSTRUCTIONS AND VOTE IN PERSON. TWIN DISC, INCORPORATED 2025 ANNUAL REPORT | PROXY | 3 2025 Proxy Statement TWIN DISC, INCORPORATED September 15, 2025 DATE, TIME AND PLACE OF MEETING This proxy statement is furnished in connection with the solicitation by the Board of Directors of the Corporation of proxies for use at the Annual Meeting of Shareholders to be held at 2:00 P.M. (Central Time), at the offices of von Briesen & Roper, s.c., 411 East Wisconsin Avenue, Suite 1000, Milwaukee, Wisconsin, 53202 on Thursday, October 30, 2025, or any adjournment thereof. Holders of common stock of record at the close of business on August 22, 2025 (the "Record Date"), are entitled to vote at the Annual Meeting and each shareholder shall have one vote for each share of common stock registered in the shareholder's name. Shares represented by a signed proxy appointment or electronic proxy vote will be voted in the manner specified in the form of proxy or, if no specification is made, in a manner consistent with the Board of Directors' recommendation for each of the proposals mentio

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