AAON INC (AAON)
Sector: Industrials
2026 Annual Meeting Analysis
AAON INC · Meeting: May 12, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors for a term ending in 2029
Ms. Lawhorn has served since 2019, bringing over 35 years of finance and accounting experience including as a former CFO; AAON's 3-year stock return of 87.9% outperforms the peer group median of 44.4% by 43.5 percentage points, well below the 65-point threshold needed to trigger a vote against, and no other policy flags apply.
Mr. LeClair has served since 2017 with extensive executive and operational experience; AAON's 3-year outperformance versus the peer group median (+43.5pp) does not exceed the 65pp trigger threshold for a strong-positive-TSR company, and no other policy flags apply.
Mr. Stewart has served since October 2021 and brings over 40 years of professional experience in industrial and government administration; AAON's 3-year outperformance versus the peer group median (+43.5pp) does not exceed the 65pp trigger threshold for a strong-positive-TSR company, and no other policy flags apply.
All three Class II director nominees pass every policy screen: AAON's 3-year stock return of 87.9% beats the compensation peer group median return of 44.4% by 43.5 percentage points, which is well short of the 65-point underperformance threshold required to trigger a vote against any director for a company with strong positive returns. No overboarding, independence, attendance, or familial-relationship concerns are identified. All three nominees are recommended FOR.
Say on Pay
✓ FORCEO
Matthew J. Tobolski
Total Comp
$3,656,082
Prior Support
98.9%%
CEO Matthew Tobolski received total compensation of $3,656,082 in 2025, his first full year in the role after being promoted to CEO in May 2025; this level is reasonable for a CEO of a $9.4 billion industrial company and does not appear materially above benchmark. The pay program is well-structured: 81.5% of the CEO's target pay is variable and at risk, with 50% in performance stock awards tied to a 3-year relative total shareholder return measure, 25% in stock options, and 25% in restricted stock — all genuine long-term performance mechanisms. AAON's stock returned 87.9% over three years versus the peer group median of 44.4%, demonstrating strong pay-for-performance alignment, and the prior say-on-pay vote received 98.9% support, signaling broad shareholder satisfaction. A robust clawback policy meeting Nasdaq requirements is in place. No policy flags are triggered.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$969,777
Non-Audit Fees
$0
Grant Thornton charged $969,777 in audit fees for 2025 with zero non-audit fees, meaning the non-audit fee ratio is 0% — far below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire. No material restatements are noted, and Grant Thornton is a large national firm appropriate for a $9.4 billion company.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Proposal to Amend the Company's Articles of Incorporation to Increase the Maximum Size of the Board from Nine to Eleven Directors
This is a board-initiated charter amendment that simply raises the ceiling on the maximum number of directors from nine to eleven; the board currently has nine directors and would retain full discretion over whether to actually add any new seats. Expanding the authorized board size to allow for additional independent directors and new skill sets is a straightforward, shareholder-friendly governance improvement — it gives the company flexibility to recruit talent without requiring another shareholder vote. The amendment does not eliminate any shareholder rights, change voting standards, or entrench current directors, and the board remains at its current size unless and until the board actively decides to add members.
Actual Vote Results
Meeting held May 12, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Caron A. Lawhorn | 96.7% | 63.5M | 2.2M | ✓ Elected |
| David R. Stewart | 96.6% | 63.5M | 2.2M | ✓ Elected |
| Stephen O. LeClair | 87.1% | 57.2M | 8.5M | ✓ Elected |
Say on Pay
For 63.5M · Against 2.1M · Abstain 75,266
Auditor Ratification
For 71.1M · Against 1.7M · Abstain 58,550
Other Proposals
Proposal 4
Advisory Vote on Frequency of Say on Pay Votes
Proposal 5
Amendment to Articles of Incorporation to Increase Maximum Board Size from Nine to Eleven Directors
Overall Assessment
The 2026 AAON annual meeting ballot is straightforward and shareholder-friendly across all five proposals: the three director nominees all pass policy screens given AAON's strong stock outperformance versus peers, the auditor engagement is clean with zero non-audit fees, executive compensation is well-structured with over 80% of CEO pay at risk and tied to measurable long-term performance, and the charter amendment to allow up to eleven directors is a modest, flexibility-enhancing governance improvement. All proposals are recommended FOR, with annual say-on-pay frequency supported as the preferred option on Proposal 4.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing