Oshkosh Corp

This management proposal requests a non-binding, advisory shareholder vote to approve the compensation of the named executive officers (NEOs) as disclosed in the Compensation Discussion and Analysis and related tables. Management (through the Human Resources Committee) frames the program as pay-for-performance, with a substantial portion of pay at risk via annual cash incentives tied to adjusted operating income and free cash flow conversion, and long-term incentives split between relative TSR and relative ROIC performance shares and restricted stock units. The Committee emphasizes use of rigorous performance targets, peer benchmarking via Mercer, and governance features including clawback, stock ownership guidelines, anti-hedging/pledging prohibitions, and incentive caps to mitigate excessive risk-taking. The Board argues strong prior shareholder support (92.8% support in 2025) and ongoing shareholder engagement justify maintaining the program design. A FOR vote signals shareholder support for the structure and execution of executive pay; an AGAINST vote would signal dissatisfaction that could prompt the Committee to revisit pay elements, targets, or disclosures. While advisory and non-binding, the Board commits to consider the outcome in future compensation decisions, meaning meaningful negative votes often lead to responsive changes. The key evaluation for sophisticated investors is whether the performance metrics (consolidated and segment OI, FCFC, TSR, ROIC) and the relative weighting between short- and long-term incentives appropriately align management incentives with multi-year shareholder value creation. Also relevant are disclosure quality, benchmarking credibility, vested pay and change-in-control features; management maintains these practices are aligned with shareholder interests and risk-managed through the Committee’s oversight.

The shareholder proposal, submitted by John Chevedden, requests that the Board adopt a policy requiring any director who fails to obtain a majority vote in an uncontested election to leave the Board as soon as possible and no later than nine months after the failed election. The proponent’s core argument is that a clear, time-bound removal creates accountability and respects shareholder votes; the supporting statement emphasizes that shareholders have limited annual items to vote on and nine months provides adequate time to identify a qualified replacement, citing relative stock performance as evidence of governance weaknesses. Management strongly opposes the proposal, arguing that the company’s existing By-Laws already require a prompt tender of resignation and a Board decision within 90 days, with public disclosure in an 8‑K, providing both accountability and needed flexibility for fiduciary considerations. The Board contends a rigid nine-month removal mandate could be disruptive to continuity, succession planning, and could be legally ambiguous under Wisconsin law because ‘leaving the Board’ could mean different things (resignation, shareholder removal, or board size changes) with varying legal consequences. The Board also argues its current governance practices—proxy access, annual elections, independent chair, 10% special meeting rights, stock ownership guidelines, and robust shareholder engagement—already deliver accountability and that the proposal’s vague implementation risks unintended harm. From a governance-analytics perspective, key trade-offs include shareholder primacy and immediate accountability versus preserving board discretion to determine whether retaining a director temporarily serves shareholders’ best interests during a transition or to complete critical work. For an investor evaluating the proposal, material considerations include the effectiveness and transparency of the 90‑day resignation review process, historical shareholder support levels for director nominees, the legal feasibility and downstream consequences of forced removals under state law, and whether alternative adjustments (e.g., tightening the existing resignation process or enhanced disclosure) would better address shareholders’ concerns with less operational risk.