AAON 8-K
Aaon, Inc. (AAON)
8-K
2026-07-30
For: 2026-07-28
View Original
Added on
July 30, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2026
(Exact name of Registrant as Specified in Charter)
| (State or Other Jurisdiction | (Commission File Number: ) | (IRS Employer Identification No.) | ||||||||||||
| of Incorporation) | ||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(Registrant's telephone number, including area code): (918 ) 583-2266
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Compensatory Arrangements of Certain Officers.
(d) On July 28, 2026, the Board of Directors of AAON, Inc. (the “Company”) increased the current size of the Board from nine to eleven members by adding two Class III positions (as further described in Item 5.03, below), and upon the recommendation of the Company’s Governance Committee, appointed Robert L. Buttermore III, and Patrick J. Jermain as independent directors to fill the newly created Class III positions, each effective immediately. The Board also appointed, upon the recommendation of the Governance Committee, Mr. Buttermore to serve as a member of the Company’s Compensation Committee and Mr. Jermain to serve as a member of the Company’s Audit Committee. As Class III Directors, their current terms will expire at the Company’s annual meeting of stockholders in May 2027.
Mr. Buttermore serves as Senior Vice President and Chief Supply Chain Officer of Rockwell Automation, one of the world’s leading industrial automation and digital transformation companies. He is responsible for Rockwell’s global manufacturing, sourcing, logistics, customer care, and trade compliance operations. Prior to his current role, he served in a variety of leadership positions spanning general management, global business leadership, Asia-Pacific operations, and commercial growth initiatives. He previously led Rockwell’s Power Control business and oversaw strategic expansion initiatives supporting industrial, semiconductor, energy, HVAC, and data center customers. Mr. Buttermore holds a bachelor’s degree in mechanical engineering from The Ohio State University.
Mr. Jermain recently retired as Executive Vice President and Chief Financial Officer of Plexus Corporation, a global manufacturing services company. During his twelve-year tenure as CFO, he helped guide the company through significant growth, portfolio transformation, capital allocation decisions, and long-term value creation initiatives. He served as a strategic advisor to the Board and executive leadership team on financial strategy, risk management, M&A evaluation, investor relations, and governance matters. Prior to Plexus, Jermain held senior finance leadership roles across several public manufacturing companies and began his career with PricewaterhouseCoopers. Mr. Jermain holds a bachelor’s degree in accounting from Wake Forest University and a master of business administration degree from Northwestern University, Kellogg School of Management.
There is no arrangement or understanding between Messrs. Buttermore and Jermain, and any other persons pursuant to which Messrs. Buttermore and Jermain were selected to serve as directors of the Company. Neither of Mr. Buttermore nor Mr. Jermain have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Messrs. Buttermore and Jermain are eligible to receive the same compensation as other non-employee directors, as described in the Company’s proxy statement under “Director Compensation.”
A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 28, 2026, the Board of Directors of the Company adopted and approved the First Amendment (“First Amendment”) to Amended and Restated Bylaws (as amended, the “Amended Bylaws”), to increase the maximum size of the Board of Directors from nine to eleven positions.
The First Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |||||||||||||
| First Amendment to Amended and Restated Bylaws of AAON, Inc., effective July 28, 2026 | ||||||||||||||
| Press release dated July 30, 2026 announcing appointment of Robert L. Buttermore III and Patrick J. Jermain as Independent Directors | ||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AAON, INC. | |||||||||||
| Date: | July 30, 2026 | By: | /s/ Luke A. Bomer | ||||||||
| Luke A. Bomer, General Counsel and Secretary | |||||||||||
Exhibit 3.1
First Amendment to Amended and Restated Bylaws
of
AAON, Inc.
(a Nevada corporation)
The Amended and Restated Bylaws of AAON, Inc., a Nevada corporation, dated March 9, 2023 (the “Bylaws”), are hereby amended as follows:
Article III, Section 3.2 of the Bylaws is deleted in its entirety and replaced with the following:
“Section 3.2 NUMBER; TENURE.
The total number of directors constituting the entire Board of Directors shall be fixed in the manner provided in the Articles of Incorporation. The number of directors shall be no less than three directors and no more than eleven directors. The board may increase or decrease the number of directors by resolution to not less than three. Each director shall hold office until his or successor shall be elected or appointed and qualified or until his or her earlier death, resignation or removal. No reduction in the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office. No provision on this Section 3.2 shall be restrictive upon the right of the Board of Directors to fill vacancies or upon the right of the Stockholders to remove directors as hereinafter provided.”
Except as herein amended, the provisions of the Bylaws shall remain in full force and effect.
AS APPROVED BY THE BOARD OF DIRECTORS: July 28, 2026.
Exhibit 99.1
AAON Increases Board Size and Appoints
Robert L. Buttermore III, and Patrick J. Jermain
as Independent Directors
Appointments add deep expertise in enterprise-scale operations, global manufacturing, capital allocation, and governance as AAON continues to scale its leadership position in HVAC and mission-critical cooling markets
TULSA, Okla., July 30, 2026 – AAON, Inc. (NASDAQ: AAON), a leader in high-performing, energy-efficient HVAC solutions that bring long-term value to customers and owners, today announced the appointment of Robert L. Buttermore III, and Patrick J. Jermain to its Board of Directors, effective July 28, 2026. AAON also announced that Mr. Buttermore will serve on the Compensation Committee and Mr. Jermain will serve on the Audit Committee. The appointments follow the Board’s ongoing succession and refreshment process, which focuses on aligning director experience with the Company’s evolving strategy, scale, and long-term growth opportunities.
“AAON has entered a period where the opportunities in front of us are larger than at any point in our history,” said A.H. “Chip” McElroy II, Independent Chairman of the Board. “As we continue scaling the business, investing in capacity, and strengthening our position in high-growth markets, it is important that our Board evolves alongside the enterprise. Bob and Pat each bring decades of leadership experience within highly respected public companies and add complementary capabilities that will help guide AAON through its next chapter of growth and value creation.”
“AAON has accomplished a great deal over the last several years, but we believe the opportunity ahead is even greater,” said, Matt Tobolski, PhD, President and Chief Executive Officer. “Our focus is on building a company that continues to create value for customers while expanding our capabilities, scale, and leadership position in the markets we serve. As part of that effort, we are intentional about ensuring our Board continues to evolve alongside the business. Bob and Pat bring experience and perspective that strengthen an already strong Board and will help support our long-term strategy as we continue building for the future.”
With these appointments, AAON’s Board is even better positioned to support the Company’s long-term strategy as it continues scaling operations, investing in growth, and expanding its leadership position across commercial HVAC and mission-critical cooling markets. These appointments further strengthen the Board’s depth of experience across manufacturing, technology, finance, and governance and reinforce AAON's commitment to disciplined growth, operational excellence, and long-term shareholder value creation.
About Robert Buttermore
Robert L. Buttermore III, serves as Senior Vice President and Chief Supply Chain Officer of Rockwell Automation, one of the world’s leading industrial automation and digital transformation companies. He is responsible for Rockwell’s global manufacturing, sourcing, logistics, customer care, and trade compliance operations. Prior to his current role, he served in a variety of leadership positions spanning general management, global business leadership, Asia-Pacific operations, and commercial growth initiatives. He previously led Rockwell’s Power Control business and oversaw strategic expansion initiatives supporting industrial, semiconductor, energy, HVAC, and data center customers. He holds a bachelor’s degree in mechanical engineering from The Ohio State University.
About Patrick Jermain
Patrick J. Jermain recently retired as Executive Vice President and Chief Financial Officer of Plexus Corporation, a global manufacturing services company. During his twelve-year tenure as CFO, he helped guide the company through significant growth, portfolio transformation, capital allocation decisions, and long-term value creation initiatives. He served as a strategic advisor to the Board and executive leadership team on financial strategy, risk management, M&A evaluation, investor relations, and governance matters. Prior to Plexus, Jermain held senior finance leadership roles across several public manufacturing companies and began his career with PricewaterhouseCoopers. He earned a bachelor’s degree in accounting from Wake Forest University and a master of business administration degree from Northwestern University, Kellogg School of Management.
About AAON
Founded in 1988, AAON is a global leader in HVAC solutions for commercial, industrial and data center indoor environments. The company’s industry-leading approach to designing and manufacturing highly configurable and custom-made equipment to meet exact needs creates a premier ownership experience with greater efficiency, performance and long-term value. Its highly engineered equipment is sold under the AAON and BASX brands. AAON is headquartered in Tulsa, Oklahoma, where its world-class innovation center and testing lab allows AAON engineers to continuously push boundaries and advance the industry. For more information, please visit www.aaon.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (4) general economic, market or business conditions. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in any forward-looking statements, see “Risk Factors” and “Forward Looking Statements” in AAON’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by AAON’s Quarterly Reports on Form 10-Q, and AAON’s Current Reports on Form 8-K.
Contact Information
Joseph Mondillo
Director of Investor Relations
Phone: (617) 877-6346
Email: [email protected]