Rbc Bearings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two Class III directors (Dr. Michael J. Hartnett and Dolores J. Ennico) to serve three-year terms expiring in 2029.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2027.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

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

   More detail

   This advisory (non-binding) proposal asks shareholders to approve the overall compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking this advisory approval to provide stockholders a periodic, structured opportunity to express their views on the design and outcomes of executive pay, consistent with SEC rules and good governance practices. The Company’s program is grounded in a pay-for-performance philosophy that heavily weights adjusted EBITDA for annual cash and one-year equity awards and uses ROIC and (for future three-year awards) TSR versus peers for longer-term awards, aligning management incentives with company financial performance and shareholder value. The CEO and COO receive mix of one-year and three-year performance-based awards, with specific salary multiples tied to adjusted EBITDA performance; other NEOs receive a mix of restricted stock and options. The Board emphasizes that the say-on-pay vote is advisory and non-binding, but that the Compensation Committee and Board value investor feedback and will consider significant adverse votes when evaluating compensation practices. The filing highlights robust FY2026 financial results (record revenues, adjusted EBITDA and free cash flow) and notes the Compensation Committee’s engagement with major shareholders, including an 81% prior approval and a decision to keep annual say-on-pay votes. Management’s stated rationale for recommending FOR is that the program drives performance, aligns CEO pay with Company results, avoids problematic pay practices, and incorporates stockholder engagement. Given the advisory nature, the Company commits to consider and address stockholder concerns if the vote indicates significant opposition, while retaining discretion over specific program elements.

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When is the Rbc Bearings Inc 2026 annual meeting?

Rbc Bearings Inc (RBC) holds its 2026 annual shareholder meeting on Thursday, September 3, 2026.

What is the record date for the Rbc Bearings Inc 2026 meeting?

The record date for the Rbc Bearings Inc 2026 meeting is Tuesday, July 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Rbc Bearings Inc's 2026 meeting?

The board is presenting 2 director nominees at the Rbc Bearings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Rbc Bearings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Rbc Bearings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.