Not independent
Tenure on this board
37.5 yrs
Meeting calendar
AAON · Annual meeting · Tuesday, May 12, 2026
Aaon Inc
9 nominees · 5 ballot items.
Elect three Class II directors; ratify Grant Thornton LLP as independent auditor; approve, on an advisory basis, executive compensation (say-on-pay); approve, on an advisory basis, frequency of future say-on-pay votes (1, 2, or 3 years); amend Articles of Incorporation to increase maximum board size from nine to eleven.
Market cap
$9.3B
1Y TSR
+57.7%
Board grade
A-
Record date
Mar 13, 2026
Filing
DEF 14A
Meeting concluded · May 12, 2026
Follow how the vote landed and what changed on Aaon Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot5
- 1
Election of Directors
ManagementBoard: FORElect three Class II directors (Caron A. Lawhorn, Stephen O. LeClair, and David R. Stewart) for terms ending in 2029.
- 2
Ratify the Selection of Independent Auditor
ManagementBoard: FORRatify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
- 3
Advisory Vote on Executive Compensation (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
- 4
Advisory Vote on Frequency of Executive Compensation Votes
ManagementBoard: FORNon-binding advisory vote to indicate whether the advisory vote on executive compensation should occur every one, two, or three years; Board recommends every one year.
- 5
Increase Size of Board of Directors
ManagementBoard: FORAmend the Company’s Articles of Incorporation to increase the maximum size of the board from nine directors to eleven directors.
More detail
The Board is asking stockholders to approve an amendment to the Articles of Incorporation to increase the maximum number of directors from nine to eleven. Management contends that the amendment will provide flexibility to add directors with skills and experience to support the Company's growth and ensure an appropriate number of independent directors. Approval requires a majority of outstanding shares. The Board unanimously recommends the proposal, citing the value of additional governance flexibility for board composition and future needs. The amendment is procedural and does not itself nominate additional directors but enables the Board to expand the size when it deems appropriate. The change would be effective upon filing the Certificate of Amendment with the Nevada Secretary of State. The proposal is not related to compensation, auditor selection, or a contested election and reflects routine corporate governance housekeeping to allow easier future board refreshment and independent director additions.
Director elections
Nominees on the ballot9
Not independent
Tenure on this board
11.2 yrs
Independent
Tenure on this board
10.1 yrs
Independent
Tenure on this board
7.5 yrs
Also a director at
Targa Resources Corp (TRGP)
Independent
Tenure on this board
9.2 yrs
Also a director at
Dycom Industries Inc (DY)
Independent
Tenure on this board
19.0 yrs
Independent
Tenure on this board
4.8 yrs
Not independent
Tenure on this board
New nominee
Independent
Tenure on this board
4.8 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 6.1% | 4,990,901 | $413M |
| 2 | BlackRock, Inc. | 4.9% | 4,045,775 | $335M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 3,099,121 | $256M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.6% | 2,908,091 | $241M |
| 5 | WASATCH ADVISORS LP | 2.8% | 2,268,118 | $188M |
| 6 | STATE STREET CORP | 2.5% | 2,062,614 | $171M |
| 7 | FIRST TRUST ADVISORS LP | 2.5% | 2,013,215 | $167M |
| 8 | BlackRock, Inc. | 2.4% | 1,997,866 | $165M |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 2.3% | 1,912,072 | $158M |
| 10 | BLAIR WILLIAM CO/IL | 2.0% | 1,622,203 | $134M |
Peers
Nearest market capOther Basic Materials sector meetings6
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Reference
Frequently asked questions
- When is the Aaon Inc 2026 annual meeting?
- Aaon Inc (AAON) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.
- What is the record date for the Aaon Inc 2026 meeting?
- The record date for the Aaon Inc 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Aaon Inc's 2026 meeting?
- The board is presenting 9 director nominees at the Aaon Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Aaon Inc 2026 meeting?
- Shareholders will vote on 5 proposals at the Aaon Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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