0001104659-23-057714 8-K 12 20230503 5.07 20230509 20230509 OSHKOSH CORP 0000775158 3711 390520270 WI 1231 8-K 34 001-31371 23901815 1917 FOUR WHEEL DRIVE OSHKOSH WI 54902 920-502-3400 1917 FOUR WHEEL DRIVE OSHKOSH WI 54902 OSHKOSH TRUCK CORP 19920703 8-K 1 tm2315103d1_8k.htm FORM 8-K 0000775158 false 0000775158 2023-05-03 2023-05-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 3, 2023 Oshkosh Corporation (Exact name of registrant as specified in its charter) Wisconsin 1-31371 39-0520270 (State or other jurisdiction (IRS Employer of incorporation) (Commission File Number) Identification No.) 1917 Four Wheel Drive Oshkosh, Wisconsin 54902 (Address of principal executive offices) (Zip Code) (920) 502-3400 (Registrant’s telephone number, including area code) 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: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange on Title of each class symbol(s) which registered Common Stock ($0.01 par value) OSK New York Stock Exchange 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. ¨ Item 5.07. Submission of Matters to a Vote of Security Holders. Oshkosh Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on May 3, 2023. On May 4, 2023, the independent inspector of elections for the Annual Meeting delivered its final tabulation of voting results for each of the matters submitted to a vote at the Annual Meeting, certifying the voting results set forth below. The Company’s shareholders elected the following directors for terms expiring at the Company’s 2024 Annual Meeting of Shareholders by the votes indicated: Nominee Shares Voted For Shares Withheld Broker Non-Votes Keith J. Allman 56,839,692 642,117 3,993,894 Douglas L. Davis 56,834,736 647,073 3,993,894 Tyrone M. Jordan 54,625,729 2,856,080 3,993,894 Kimberley Metcalf-Kupres 56,174,177 1,307,632 3,993,894 Stephen D. Newlin 56,139,526 1,342,283 3,993,894 Duncan J. Palmer 56,310,776 1,171,033 3,993,894 David G. Perkins 56,197,385 1,284,424 3,993,894 John C. Pfeifer 56,883,947 597,862 3,993,894 Sandra E. Rowland 56,971,078 510,731 3,993,894 John S. Shiely 50,854,685 6,627,124 3,993,894 The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023 by the votes indicated: Shares Voted For Shares Voted Against Abstentions 60,595,511 840,325 39,867 The Company’s shareholders approved a resolution approving, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section and compensation tables contained in the Company’s proxy statement for the Annual Meeting by the votes indicated: Shares Voted For Shares Voted Against Abstentions Broker Non-Votes 55,510,380 1,870,341 101,088 3,993,894 The Company’s shareholders voted to approve, on a nonbinding, advisory basis, holding a nonbinding advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for future annual meetings on an annual basis by the votes indicated: One Year Two Years Three Years Abstentions Broker Non-Votes 55,564,985 46,848 1,805,789 64,187 3,993,894 The Company's proxy statement for the Annual Meeting also included a shareholder proposal (Proposal 5) on the subject of majority voting for directors. This proposal, however, was not acted upon at the Annual Meeting because neither the proponent nor a qualified representative of the proponent appeared at the Annual Meeting to present the proposal. Although this proposal was not acted upon at the Annual Meeting, proxies that shareholders submitted prior to the meeting included instructions to vote more shares against the proposal than for the proposal. 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. OSHKOSH CORPORATION Date: May 9, 2023 By: /s/ Ignacio A. Cortina Ignacio A. Cortina Executive Vice President, Chief Legal Officer and Secretary