AAON 8-K
Aaon, Inc. (AAON)
8-K
2024-05-24
For: 2024-05-21
View Original
Added on
April 10, 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): May 21, 2024
(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 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2024, at the Annual Meeting, the Company's stockholders (i) elected each of the nominees listed below to the Company's Board of Directors to serve until the 2027 Annual Meeting of Stockholders, or until their respective successors are elected and qualified; (ii) ratified the selection of Grant Thornton, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; (iii) approved, on an advisory basis, a resolution on the compensation of AAON's named executive officers as set forth in the Proxy Statement; (iv) approved an amendment to the Company's Articles of Incorporation to increase its total authorized common shares from 100,000,000 to 200,000,000; and (v) approved the Company's 2024 Long-Term Incentive Plan. The final results for the votes regarding each proposal are set forth below.
(i) The voting results with respect to the election of each director were as follows:
| Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Norman H. Asbjornson | 66,106,700 | 5,374,770 | 166,921 | 7,530,225 | ||||||||||||||||||||||
| Gary D. Fields | 70,386,729 | 1,179,112 | 82,550 | 7,530,225 | ||||||||||||||||||||||
| Angela E. Kouplen | 66,463,813 | 4,992,508 | 192,070 | 7,530,225 | ||||||||||||||||||||||
(ii) The voting results with respect to the ratification of the selection of Grant Thornton, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 77,927,588 | 1,134,661 | 116,367 | — | |||||||||||||||||
(iii) The voting results to approve, on an advisory basis, a resolution on the compensation of the Company's named executive officers as set forth in the Proxy Statement were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 69,369,267 | 2,185,419 | 93,705 | 7,530,225 | |||||||||||||||||
(iv) The voting results to approve an amendment to the Company's Articles of Incorporation to increase its total authorized common shares from 100,000,000 to 200,000,000 were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 78,476,333 | 615,067 | 87,216 | — | |||||||||||||||||
(v) The voting results to approved the Company's 2024 Long-Term Incentive Plan were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 69,671,233 | 1,907,526 | 69,632 | 7,530,225 | |||||||||||||||||
Item 8.01 Other Events.
The Company announced that the Board of Directors has declared its next regular quarterly cash dividend of $0.08 per share or $0.32 annually. The next cash dividend will be payable on June 28, 2024, to stockholders of record as of the close of business on June 7, 2024.
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 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||||||||
Press Release Quarterly Cash Dividend Announcement. | ||||||||||||||
| 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: | May 24, 2024 | By: | /s/ Luke A. Bomer | ||||||||
| Luke A. Bomer, Secretary | |||||||||||
Exhibit 99.1
AAON Announces Quarterly Cash Dividend
TULSA, OK, May 24, 2024 – AAON, Inc. (NASDAQ: AAON) (“AAON” or the “Company”), today announced that its Board of Directors has declared the Company’s next regular quarterly cash dividend of $0.08 per share (or $0.32 annually), payable on June 28, 2024 to stockholders of record as of the close of business on June 7, 2024.
About AAON
Founded in 1988, AAON is a world leader in HVAC solutions for commercial and industrial indoor environments. The Company's industry-leading approach to designing and manufacturing highly configurable equipment to meet exact needs creates a premier ownership experience with greater efficiency, performance and long-term value. 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.
Contact Information
Joseph Mondillo
Director of Investor Relations
Phone (617) 877-6346
Email: [email protected]