Twin Disc Inc
4 ballot items.
Shareholders will vote on the election of directors, an advisory vote on named executive officer compensation, ratification of the independent auditors, and approval of the Amended and Restated 2021 Omnibus Incentive Plan.
Follow how the vote landed and what changed on Twin Disc Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElection of the nominated directors to serve on Twin Disc’s Board of Directors.
- 2
Advisory Vote on Named Executive Officer Compensation
ManagementBoard: FORAdvisory approval of the compensation of the Corporation’s Named Executive Officers.
More detail
Proposal 2 asks shareholders to provide a non-binding advisory vote on compensation paid to Twin Disc’s Named Executive Officers. The provided amendment does not reproduce the underlying compensation-resolution language beyond identifying the subject of the vote. Approval requires votes cast “For” to exceed votes cast “Against.” Abstentions and broker non-votes are excluded from votes cast and therefore have no effect on the outcome. Because the vote is advisory, it does not legally require the Corporation to alter executive compensation. The Compensation and Human Capital Committee will consider the result when addressing future compensation policies and practices. The amendment’s purpose is to clarify how abstentions affect this proposal after the original proxy statement. The provided text does not expressly state the board’s recommendation or give a substantive rationale for seeking approval. No shareholder proponent or opposition statement is disclosed.
- 3
Ratification of Appointment of Independent Auditors
ManagementBoard: FORRatification of RSM US LLP as Twin Disc’s independent auditors for the fiscal year ending June 30, 2027.
- 4
Approval of the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan
ManagementBoard: FORApproval of the Amended and Restated 2021 Omnibus Incentive Plan.
More detail
Proposal 4 asks shareholders to approve Twin Disc’s Amended and Restated 2021 Omnibus Incentive Plan. The provided amendment identifies the plan and the shareholder-approval requirement but does not reproduce the plan’s substantive terms, share reserve, award provisions, or amendment rationale. Approval requires an affirmative vote from a majority of the votes cast, assuming a quorum is present. Abstentions and broker non-votes are excluded from votes cast and therefore have no effect on the result. Broker non-votes may occur because brokers cannot vote on the plan without beneficial-owner instructions. The proposal is a management matter rather than a shareholder-submitted resolution. The amendment focuses on correcting and clarifying the vote-counting treatment of abstentions and broker non-votes. The provided text does not expressly state the board’s recommendation or explain why management is seeking approval of the amended and restated plan. No shareholder proponent or opposing statement is disclosed.
Nominees on the ballot
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GAMCO INVESTORS, INC. ET AL | 11.2% | 1,629,936 | $38M |
| 2 | Juniper Investment Company, LLC | 7.0% | 1,024,954 | $24M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.0% | 576,336 | $13M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 550,852 | $13M |
| 5 | Pacific Ridge Capital Partners, LLC | 3.6% | 526,488 | $12M |
| 6 | BlackRock, Inc. | 2.8% | 402,045 | $9M |
| 7 | GABELLI FUNDS LLC | 2.8% | 400,524 | $9M |
| 8 | AMERIPRISE FINANCIAL INC | 2.2% | 314,368 | $7M |
| 9 | BlackRock, Inc. | 1.9% | 280,360 | $7M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 249,798 | $6M |
Other Industrials sector meetings6
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Frequently asked questions
- When is the Twin Disc Inc 2026 annual meeting?
- Twin Disc Inc (TWIN) holds its 2026 annual shareholder meeting on Thursday, October 29, 2026.
- What proposals will shareholders vote on at the Twin Disc Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Twin Disc Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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