Notice of 2025 Annual
Meeting of Stockholders
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| Thursday, September 4, 2025
9:00 a.m. Local Time | | | Building A
One Tribology Center
102 Willenbrock Road
Oxford, CT 06478 | |
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Purpose
The 2025 annual meeting of stockholders of RBC Bearings Incorporated will be held in Building A at our executive offices at One Tribology Center, 102 Willenbrock Road, Oxford, CT 06478, on Thursday, September 4, 2025, beginning at 9:00 a.m. local time. At the meeting, the holders of the Company’s outstanding common stock will consider and vote on the following matters:
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| 1.To elect three directors in Class I to serve a term of three years and one director in Class III to serve a term of one year; | | | FOR all Director Nominees | |
| 2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2026; and | | | FOR | |
| 3.To seek approval, on a non-binding advisory basis, of the compensation of our named executive officers. | | | FOR | |
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Stockholders of record at the close of business on July 8, 2025 are entitled to notice of and to vote at the annual meeting and at any postponements or adjournments thereof. The directions to the meeting can be found in Appendix A of the attached proxy statement.
Your Vote is Important
Whether or not you plan to attend the meeting, please vote your shares. You can find voting instructions in the proxy statement or in the materials you received for the meeting. Any person voting by proxy has the power to revoke it, at any time prior to its exercise at the meeting, in accordance with the procedures described in the attached proxy statement.
If You Plan to Attend
Please note that space limitations make it necessary to limit attendance to stockholders and one guest. Admission to the meeting will be on a first-come, first-served basis. Registration will begin at 8:00 a.m., and seating will begin at 8:30 a.m. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holding stock in brokerage accounts (i.e., “street name” holders) will also need to bring a copy of a brokerage statement reflecting RBC stock ownership as of the record date. Cellular phones, cameras, recording devices and other electronic devices will not be permitted at the meeting.
By order of the Board of Directors,
Dr. Michael J. Hartnett
Chairman, President and Chief Executive Officer
July 24, 2025
