Columbus Mckinnon Corp

This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management frames this as a Say-on-Pay vote intended to confirm alignment between executive pay and the Company’s performance and strategic objectives, highlighting a mix of base salary, annual cash incentives tied to Adjusted EBIT, free cash flow, and strategic goals, and long-term equity incentives (PSUs, RSUs, and options) designed to reward sustained performance and retention. The Board recommends a vote FOR, citing the program’s pay-for-performance philosophy, retention features (time-based vesting and double-trigger change-in-control protections), use of an independent compensation consultant, stock ownership guidelines and clawback provisions. The vote is advisory only and non-binding, but management commits to consider the outcome when setting future compensation and the Human Capital, Compensation and Succession Committee will review results and shareholder feedback. Contextually, the Company completed a transformational acquisition (Kito Crosby) and engaged shareholders extensively; management emphasizes that compensation changes reflect integration and retention needs while maintaining alignment with shareholders. The committee adjusted plan elements and disclosed rigorous performance metrics (including multi-year PSUs tied to sales growth and adjusted EBITDA margin expansion) and the Board points to prior strong shareholder support as validation. Risks include the non-binding nature of the vote, potential perception issues given the Company’s recent goodwill impairment and net loss, and the challenge of balancing retention for integration with shareholder dilution and pay levels. In recommending FOR, the Board emphasizes transparency, independent review, and features intended to limit excessive risk-taking and protect shareholder interests.

This management proposal requests shareholder approval to increase the share reserve under the Second A&R 2016 LTIP by 1,450,000 shares to replenish equity award capacity. Management argues the increase is necessary to support ongoing and planned equity grants to employees, executives and non-employee directors — including contingent awards tied to integration and retention following the Kito Crosby acquisition — and to avoid replacing equity with cash, which would increase cash compensation expense and could misalign incentives. The Board and its compensation committee reviewed historical burn rates, current available shares (920,241 as of March 31, 2026), and projected needs, and assert that the additional shares, combined with prudent governance features in the Plan (per-participant limits, no evergreen provision, double-trigger change-in-control vesting, anti-repricing without shareholder approval, and limited recycling), represent a reasonable balance between dilution and the need to attract and retain critical talent post-transaction. The filing discloses historical run rates, current dilution metrics (basic dilution 12%), and that approval would increase basic dilution to approximately 17% and fully diluted to approximately 15%, acknowledging dilution impact while justifying it as necessary to support integration and strategic objectives. The Board recommends FOR, emphasizing competitive market practices, the need to preserve equity-based pay to align employees’ interests with shareholders, and plan features intended to limit excessive use of shares. Risks include incremental shareholder dilution and potential perceptions about share usage and compensation levels, especially given the Company’s recent goodwill impairment and net loss; voters should weigh the trade-off between dilution and the expected benefits of retention and incentive alignment in the context of the Company’s transformation and capital priorities.

This is a catch-all, discretionary item that grants the holders of proxies the authority to vote on any other matters that are properly submitted at the Annual Meeting but are not described in the proxy materials. Management typically requests discretionary authority on these matters to ensure routine or procedural matters can be handled without reconvening shareholders. The company’s proxy indicates that proxies confer discretion to the designated proxies to vote on such matters in accordance with their best judgment. The Board has not identified any other matters expected to be presented, and the Notice states the accompanying proxy confers discretionary authority to vote on any such matters. Because these items are undefined in advance, shareholders should be aware that the proxy holders will exercise judgment, and the outcome depends on the nature of any ad hoc proposals, applicable bylaws, and legal requirements. The Board does not provide a specific recommendation for unspecified future matters; shareholders may withhold discretionary authority by attending and voting at the meeting or submitting a directed proxy if they wish to control their vote on any unexpected items.