Oshkosh (OSK) shareholders back board, auditor and pay at 2026 meeting

Rhea-AI Filing Summary

Oshkosh Corporation reported the results of its 2026 Annual Meeting of Shareholders held on May 5, 2026. Shareholders elected ten directors to one-year terms ending at the 2027 Annual Meeting, with each nominee receiving over 51 million shares voted in favor.

Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 57,154,146 shares voted for and 1,091,075 against. They also approved, on a nonbinding advisory basis, the compensation of named executive officers, with 52,762,283 shares in favor.

In addition, shareholders voted to reject a shareholder proposal concerning directors who fail to obtain a majority vote, with 45,699,145 shares voted against and 8,771,835 in favor.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Auditor ratification for votes: 57,154,146 shares Auditor ratification against votes: 1,091,075 shares Say-on-pay for votes: 52,762,283 shares +4 more

7 metrics

Auditor ratification for votes 57,154,146 shares Shares voted for Deloitte & Touche LLP as 2026 auditor

Auditor ratification against votes 1,091,075 shares Shares voted against Deloitte & Touche LLP as 2026 auditor

Say-on-pay for votes 52,762,283 shares Shares voted for executive compensation on advisory basis

Say-on-pay against votes 1,755,232 shares Shares voted against executive compensation

Governance proposal against votes 45,699,145 shares Shares voted against shareholder proposal on directors lacking majority vote

Keith J. Allman for votes 54,157,278 shares Shares voted for director nominee Keith J. Allman

Sandra E. Rowland for votes 54,398,404 shares Shares voted for director nominee Sandra E. Rowland

Key Terms

independent registered public accounting firm, broker non-votes, nonbinding, advisory basis, Compensation Discussion and Analysis, +1 more

5 terms

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche 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.

broker non-votes financial

"Shares Voted For | | Shares Voted Against | | Abstentions | | 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.

nonbinding, advisory basis financial

"approved a resolution approving, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers"

Compensation Discussion and Analysis financial

"as disclosed in the Compensation Discussion and Analysis section and compensation tables contained in the Company’s proxy statement"

shareholder proposal financial

"voted to reject a shareholder proposal on the subject of directors who fail to obtain majority vote"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

Understanding 8-K Material Events →

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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 5, 2026

Oshkosh Corporation

(Exact name of registrant as specified in its charter)

Wisconsin		1-31371		39-0520270
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1917 Four Wheel Drive Oshkosh, Wisconsin		54902
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (920) 502-3400

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:

Title of each class		Trading Symbol(s)		Name of each exchange on 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 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on May 5, 2026. On May 5, 2026, 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 2027 Annual Meeting of Shareholders by the votes indicated:

Nominee		Shares Voted For		Shares Withheld		Broker Non-Votes
Keith J. Allman		54,157,278		480,562		3,663,969
William J. Burns		54,412,657		225,183		3,663,969
Annette K. Clayton		54,320,816		317,024		3,663,969
Douglas L. Davis		54,120,667		517,173		3,663,969
Tyrone M. Jordan		51,266,585		3,371,255		3,663,969
Kimberley Metcalf-Kupres		54,008,424		629,416		3,663,969
Duncan J. Palmer		53,601,919		1,035,921		3,663,969
David G. Perkins		54,334,639		303,201		3,663,969
John C. Pfeifer		51,506,952		3,130,888		3,663,969
Sandra E. Rowland		54,398,404		239,436		3,663,969

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the votes indicated:

Shares Voted For		Shares Voted Against		Abstentions
57,154,146		1,091,075		56,588

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
52,762,283		1,755,232		120,325		3,663,969

The Company’s shareholders voted to reject a shareholder proposal on the subject of directors who fail to obtain majority vote by the votes indicated:

Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
8,771,835		45,699,145		166,860		3,663,969

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 8, 2026	By:	/s/ Ignacio A. Cortina
		Ignacio A. Cortina
		Executive Vice President, Chief Legal and Administrative Officer and Secretary

FAQ

What did Oshkosh (OSK) shareholders decide at the 2026 Annual Meeting?

Oshkosh shareholders elected ten directors for terms expiring at the 2027 Annual Meeting, ratified Deloitte & Touche LLP as auditor for 2026, approved executive compensation on an advisory basis, and rejected a shareholder proposal on directors who fail to obtain a majority vote.

How did Oshkosh (OSK) shareholders vote on the company’s independent auditor?

Shareholders ratified Deloitte & Touche LLP as Oshkosh’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 57,154,146 shares voted for, 1,091,075 voted against, and 56,588 abstentions recorded in the tabulation.

Was Oshkosh (OSK) executive compensation approved by shareholders in 2026?

Yes. On a nonbinding, advisory basis, shareholders approved the compensation of Oshkosh’s named executive officers, with 52,762,283 shares voted for, 1,755,232 against, 120,325 abstentions, and 3,663,969 broker non-votes noted in the voting results disclosed.

Which shareholder proposal did Oshkosh (OSK) investors reject at the 2026 meeting?

Investors rejected a shareholder proposal concerning directors who fail to obtain a majority vote. The tabulation shows 8,771,835 shares voted for the proposal, 45,699,145 against, 166,860 abstentions, and 3,663,969 broker non-votes recorded at the Annual Meeting.

How strong was support for Oshkosh (OSK) board nominees at the 2026 Annual Meeting?

All ten Oshkosh director nominees were elected. For example, Keith J. Allman received 54,157,278 shares voted for, and Sandra E. Rowland received 54,398,404 shares voted for, with each nominee’s term expiring at the 2027 Annual Meeting of Shareholders.

When will the directors elected at Oshkosh’s 2026 meeting serve until?

The directors elected at Oshkosh’s 2026 Annual Meeting will serve terms expiring at the company’s 2027 Annual Meeting of Shareholders, as stated in the voting results section summarizing outcomes for each of the ten nominated board members.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB