AAON (NASDAQ: AAON) sets $0.10 dividend and expands board size limit
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
AAON, Inc. reported results from its Annual Meeting of Stockholders held on May 12, 2026 and announced a regular dividend. Stockholders elected Caron A. Lawhorn, Stephen O. LeClair, and David R. Stewart to the board to serve until the 2029 annual meeting. They ratified Grant Thornton, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, approved the advisory vote on executive compensation, and chose to hold future say-on-pay votes every year. Stockholders also approved an amendment to increase the maximum board size from nine to eleven directors. Separately, the board declared a quarterly cash dividend of $0.10 per share, or $0.40 annually, payable on June 26, 2026 to stockholders of record on June 5, 2026.
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8-K Event Classification
3 items: 5.07, 8.01, 9.01
3 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Quarterly dividend per share: $0.10 per share
Annualized dividend: $0.40 per share annually
Record date for dividend: June 5, 2026
+5 more
8 metrics
Quarterly dividend per share
$0.10 per share
Regular quarterly cash dividend payable June 26, 2026
Annualized dividend
$0.40 per share annually
Based on $0.10 quarterly dividend
Record date for dividend
June 5, 2026
Stockholders of record eligible for dividend
Dividend payment date
June 26, 2026
Scheduled cash dividend payment date
Board size limit
Increase from 9 to 11 directors
Approved amendment to Articles of Incorporation
Ratification of auditor - For votes
71,064,229 votes for
Grant Thornton, LLP ratified for fiscal year ending Dec. 31, 2026
Say-on-pay - For votes
63,496,580 votes for
Advisory approval of named executive officers’ compensation
Frequency vote - One-year option
64,209,213 votes
Support for annual say-on-pay frequency
Key Terms
Annual Meeting of Stockholders, independent registered public accounting firm, say on pay, Articles of Incorporation, +2 more
6 terms
Annual Meeting of Stockholders financial
"On May 12, 2026, at the Annual Meeting, the Company's stockholders..."
independent registered public accounting firm financial
"ratified the selection of Grant Thornton, LLP as the Company's independent registered public accounting firm..."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
say on pay financial
"approved, on an advisory basis, a resolution on the compensation of AAON's named executive officers..."
Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.
Articles of Incorporation financial
"approved the proposal to amend the Company's Articles of Incorporation to increase the maximum size of the Board..."
A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.
forward-looking statements regulatory
"This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
broker non-votes financial
"Caron A. Lawhorn | 63,511,892 | 2,173,737 | 34,823 | 7,094,863 ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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 12, 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 5.07 Submission of Matters to a Vote of Security Holders.
On May 12, 2026, 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 2029 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, 2026; (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, on an advisory basis, a resolution to conduct future say on pay advisory votes on an annual frequency; and (v) approved the proposal to amend the Company's Articles of Incorporation to increase the maximum size of the Board from nine to eleven directors. 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 | ||||||||||||||||||||||
| Caron A. Lawhorn | 63,511,892 | 2,173,737 | 34,823 | 7,094,863 | ||||||||||||||||||||||
| Stephen O. LeClair | 57,224,022 | 8,470,311 | 26,119 | 7,094,863 | ||||||||||||||||||||||
| David R. Stewart | 63,477,854 | 2,206,457 | 36,141 | 7,094,863 | ||||||||||||||||||||||
(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, 2026 were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 71,064,229 | 1,692,536 | 58,550 | — | |||||||||||||||||
(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 | |||||||||||||||||
| 63,496,580 | 2,148,606 | 75,266 | 7,094,863 | |||||||||||||||||
(iv) The voting results to approve, on an advisory basis, the frequency of advisory votes on the compensation of our named executive officers were as follows:
| One Year | Two Years | Three Years | Abstain | |||||||||||||||||
| 64,209,213 | 44,436 | 1,297,811 | 168,992 | |||||||||||||||||
(v) The voting results to approve the proposal to amend the Company's Articles of Incorporation to increase the maximum size of the Board from nine to eleven directors were as follows:
| For | Against | Abstain | ||||||||||||
| 72,417,102 | 359,357 | 38,856 | ||||||||||||
Item 8.01 Other Events.
The Company announced that the Board of Directors has declared its next regular quarterly cash dividend of $0.10 per share or $0.40 annually. The next cash dividend will be payable on June 26, 2026, to stockholders of record as of the close of business on June 5, 2026.
A copy of the Company's press release announcing the quarterly cash dividend 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 | |||||||||||||
99.1 | Press Release Announcing Quarterly Cash Dividend | |||||||||||||
| 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 18, 2026 | By: | /s/ Luke A. Bomer | ||||||||
| Luke A. Bomer, General Counsel and Secretary | |||||||||||
Exhibit 99.1
AAON Announces Quarterly Cash Dividend
TULSA, OK, May 18, 2026 – 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 $0.10 per share (or $0.40 annually), payable on June 26, 2026 to stockholders of record as of the close of business on June 5, 2026.
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 https://aaon.com/investors.
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 & Corporate Strategy
Phone (617) 877-6346
Email: joseph.mondillo@aaon.com
FAQ
What key proposals did AAON (AAON) stockholders approve at the 2026 Annual Meeting?
AAON stockholders elected three directors to serve until the 2029 annual meeting, ratified Grant Thornton as auditor for 2026, approved say-on-pay, chose annual say-on-pay frequency, and approved expanding the board’s maximum size from nine to eleven directors.
What dividend did AAON (AAON) declare and when will it be paid?
AAON’s board declared a regular quarterly cash dividend of $0.10 per share, or $0.40 annually. The dividend will be payable on June 26, 2026 to stockholders of record as of the close of business on June 5, 2026.
What change to board size did AAON (AAON) stockholders approve?
Stockholders approved amending AAON’s Articles of Incorporation to increase the board’s maximum size from nine to eleven directors. This change gives the company room to add up to two additional directors in the future if the board chooses.
How often will AAON (AAON) hold future advisory say-on-pay votes?
Shareholders backed holding advisory votes on executive compensation every year. The frequency vote received 64,209,213 votes for one year, 44,436 for two years, 1,297,811 for three years, and 168,992 abstentions, indicating clear preference for an annual say-on-pay vote.