Smith A O Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of ten directors to serve until the next annual meeting, with Common Stockholders electing four directors and Class A Common Stockholders electing six, as detailed by the Board’s nominees.

2. 2

   Advisory Vote to Approve Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory vote asking stockholders to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal requests a non-binding advisory approval of the disclosed compensation for the company’s named executive officers. Management frames the request as an endorsement of a pay program designed to align executive incentives with stockholder interests through a heavy weighting toward performance-based and long-term incentives, including restricted stock units, performance cash tied to ROIC, and performance stock tied to sustainability goals. The Compensation Discussion and Analysis explains that the CEO’s pay mix in 2025 was approximately 85% at-risk (annual and long-term incentives) and that targets are benchmarked to market medians using Willis Towers Watson data. The company highlights governance features supporting alignment — share ownership guidelines, a recoupment (clawback) policy, three-year vesting for long-term awards, and annual stockholder engagement — and notes that the Personnel and Compensation Committee reviews targets and risk. Contextual factors include the CEO transition in 2025, prorated awards for new hires, and specific sustainability and ROIC performance metrics that determine payouts; the committee also used an independent consultant and annual benchmarking. The Board recommends a “for” vote as a signal of support for these structures, noting prior strong stockholder support (approximately 94% approval in 2025) and that the vote is intended to inform future compensation decisions even though it is non-binding. For investors assessing the proposal, material considerations include the specific performance metrics (EBIT, net sales, ROIC, Return on Equity, and sustainability targets), the significant portion of pay tied to multi-year performance, and potential severance/change-in-control arrangements disclosed. The company also emphasizes risk-mitigation features (caps on payouts, balanced metrics, and clawbacks) to counter concerns over excessive risk-taking, while acknowledging the advisory nature of the vote and that the committee will consider the outcome in future compensation decisions.

3. 3

   Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratification by stockholders of the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2026.

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When is the Smith A O Corp 2026 annual meeting?

Smith A O Corp (AOS) holds its 2026 annual shareholder meeting on Monday, April 13, 2026.

What is the record date for the Smith A O Corp 2026 meeting?

The record date for the Smith A O Corp 2026 meeting is Tuesday, February 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Smith A O Corp's 2026 meeting?

The board is presenting 10 director nominees at the Smith A O Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Smith A O Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Smith A O Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.