Twin Disc Incorporated

11/06/2024 | Press release | Distributed by Public on 11/06/2024 07:30

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of the Company was held on October 31, 2024. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:
Proposal No. 1 -Election of Directors.
The shareholders of the Company elected each of the Director nominees proposed by the Company's Board of Directors. Ms. Janet P. Giesselman and Mr. David W. Johnson were elected to serve until the 2027 Annual Meeting of Shareholders or until their successor is duly elected and qualified. The following is a breakdown of the voting results:
Votes For
Percent(1)
Votes
Withheld
Percent(1)
Broker Non-Votes
Janet P. Giesselman
10,735,081
97.89%
231,330
2.11%
1,119,856
David W. Johnson
9,470,900
86.36%
1,495,511
13.64%
1,119,856
Proposal No. 2 -Advisory Vote on the Compensation of the Company's Named Executive Officers.
In an advisory vote, the shareholders of the Company approved the compensation of the Company's Named Executive Officers. The Company includes such an advisory vote on the Company's Named Executive Officer compensation in its proxy materials every year, and intends to continue to provide such an advisory vote on an annual basis until the next required non-binding advisory vote on the frequency of such votes on executive compensation. The following is a breakdown of the voting results:
Votes For
Votes Against
Abstentions
Broker Non-Votes
10,506,436
96,055
363,920
1,119,856
Proposal No. 3 -Approval of the Twin Disc, Incorporated Amended and Restated Omnibus Incentive Plan.
The shareholders of the Company approved the Twin Disc, Incorporated Amended and Restated Omnibus Incentive Plan. The following is a breakdown of the voting results:
Votes For
Votes Against
Abstentions
Broker Non-Votes
8,747,488
2,213,944
4,980
1,119,856
Proposal No. 4 -Appointment of RSM US LLP as Independent Registered Public Accounting Firm.
The shareholders of the Company ratified the appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025. Because brokers holding shares are permitted to vote on this proposal without specific instruction from the beneficial owners of such shares, there are no "broker non-votes" for this proposal. The following is a breakdown of the voting results:
Votes For
Votes Against
Abstentions
12,008,523
68,585
9,160
(1) Percentages shown for election of Directors (Proposal No. 1) are based on totals of votes cast for and votes withheld from each indicated Director. Broker non-votes were not considered as part of the totals on which percentages were based.