Twin Disc clarifies vote counting for 2026 meeting

Twin Disc updates its proxy to clarify how abstentions and broker non-votes impact the four proposals at the October 29, 2026 annual meeting.

Rhea-AI Filing Summary

Twin Disc, Incorporated (TWIN) is amending its definitive proxy statement for the Annual Meeting of Shareholders scheduled for October 29, 2026 at 2:00 p.m. Central Time. The amendment clarifies how abstentions and broker non-votes affect the outcomes of the four proposals to be voted on.

For Proposal 1 (election of directors), directors are elected by a plurality of votes cast; withheld votes and broker non-votes are not counted as votes cast and have no legal effect on the election outcome, though broker non-votes count for quorum. For Proposal 2 (advisory vote on Named Executive Officer compensation), Proposal 3 (ratification of independent auditors RSM US LLP for the fiscal year ending June 30, 2027), and Proposal 4 (approval of the Amended and Restated 2021 Omnibus Incentive Plan), abstentions and broker non-votes (where applicable) are not counted as votes cast and have no effect on whether these proposals are approved.

Filing Explained

No broker non-votes are expected on auditor ratification; their number remains undetermined for the other three proposals.

For the October 29, 2026 meeting, brokers may vote on the auditor-ratification proposal without customer instructions, so no broker non-votes are expected there; customer instructions are required for the director, compensation, and incentive-plan proposals, leaving their number undetermined.

The compensation vote is advisory and nonbinding: the Compensation and Human Capital Committee will consider the result when addressing future compensation policies and practices.

If shareholders do not ratify the independent-auditor appointment, the Audit Committee will reconsider that appointment.

Key Figures

Annual Meeting date: October 29, 2026 Annual Meeting time: 2:00 p.m. Central Time Number of proposals: 4 proposals

3 metrics

Annual Meeting date October 29, 2026 Date of Annual Meeting of Shareholders

Annual Meeting time 2:00 p.m. Central Time Time of Annual Meeting of Shareholders

Number of proposals 4 proposals Proposals 1–4 to be voted on at the Annual Meeting

Key Terms

broker non-vote, quorum, plurality of votes cast, advisory vote, +1 more

5 terms

broker non-vote regulatory

"A “broker non-vote” occurs on an item submitted for shareholder approval"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

quorum regulatory

"will be counted for purposes of determining the presence or absence of a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

plurality of votes cast regulatory

"Directors shall be elected by a plurality of votes cast by the shares"

advisory vote regulatory

"With respect to the advisory vote on the compensation of the Corporation’s Named Executive Officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

Omnibus Incentive Plan financial

"approval of the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

Compensation Summary

Compensation details

Say-on-Pay

Say-on-Pay Result Non-binding advisory vote on compensation of Named Executive Officers; approval requires votes “For” to exceed “Against,” with abstentions and broker non-votes not counted as votes cast.

Key Proposals

• Election of Directors (Proposal No. 1) by plurality of votes cast.
• Advisory vote on compensation of Named Executive Officers (Proposal No. 2).
• Ratification of appointment of RSM US LLP as independent auditors for fiscal year ending June 30, 2027 (Proposal No. 3).
• Approval of Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan (Proposal No. 4).

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change does Twin Disc (TWIN) make in this proxy amendment?

The amendment clarifies how abstentions and broker non-votes are treated in determining outcomes for Proposals 1–4, and confirms that abstentions have no effect on the approval of Proposals 2, 3 and 4 while still counting for quorum.

When is Twin Disc’s (TWIN) 2026 Annual Meeting being held?

Twin Disc’s Annual Meeting of Shareholders is scheduled for October 29, 2026 at 2:00 p.m. Central Time. The clarified voting treatment for abstentions and broker non-votes applies to all proposals at this meeting.

How are votes counted for the election of directors at TWIN?

For Proposal 1, directors are elected by a plurality of votes cast. Votes withheld and broker non-votes are not counted as votes cast and have no legal effect on which directors are elected, although broker non-votes count toward a quorum.

How do abstentions affect Twin Disc’s say-on-pay proposal (Proposal 2)?

For Proposal 2, approval requires votes “For” to exceed “Against”. Abstentions and broker non-votes are not counted as votes cast and have no effect on the outcome. The vote is advisory, and the Compensation and Human Capital Committee will consider the result.

How are votes treated for ratification of auditors (Proposal 3) at TWIN?

For Proposal 3, ratifying RSM US LLP requires a majority of votes cast “For”. Abstentions are not counted as votes cast and have no effect. Brokers may vote on this item without instructions, so no broker non-votes are expected on this proposal.

How do broker non-votes affect approval of TWIN’s Amended and Restated 2021 Omnibus Incentive Plan (Proposal 4)?

For Proposal 4, approval requires the affirmative vote of a majority of votes cast. Abstentions and broker non-votes are not counted as votes cast and therefore have no effect on whether the Amended and Restated 2021 Omnibus Incentive Plan is approved.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/18/2026 - 04:31 PM Accepted by SEC EDGAR 09/18/2026 - 04:30 PM Learn about SEC filing dates

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant ☒

Filed by a Party Other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under Section 240.14a-2.

Twin Disc, Incorporated

(Name of Registrant as Specified In Its Charter)

____________________________________________

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TWIN DISC, INCORPORATED

222 East Erie Street, Suite 400, Milwaukee, Wisconsin 53202

AMENDMENT TO THE PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS

Explanatory Note

This Amendment (“Amendment”) amends the definitive proxy statement filed on September 14, 2026 (the “Proxy Statement”) of Twin Disc, Incorporated (“Twin Disc”) in connection with its Annual Meeting of Shareholders to be held on October 29, 2026 at 2:00 p.m. Central Time (the “Annual Meeting”). This Amendment modifies certain disclosures in the Proxy Statement related to the effect of abstentions on certain proposals set forth in the Proxy Statement and clarifies that an abstention will have no effect on the outcome of Proposals 2, 3, and 4. This Amendment should be read in conjunction with the Proxy Statement. Except as specifically amended herein, all information in the Proxy Statement remains unchanged.

Amendment to the Proxy Statement

The text under the caption “Votes Required for Proposals and How Votes Will be Counted” is hereby revised in its entirety to read as follows:

VOTES REQUIRED FOR PROPOSALS AND HOW VOTES WILL BE COUNTED

With respect to the election of Directors (Proposal No. 1), votes may be cast in favor or withheld. Votes that are withheld will have no legal effect and will not be counted as votes cast in the election of Directors. Assuming a quorum is present, Directors shall be elected by a plurality of votes cast by the shares entitled to vote at the Annual Meeting (i.e., the individuals with the largest number of votes cast in favor of their election will be elected as Directors, up to the maximum number of Directors to be chosen in the election). In the event two (2) or more persons tie for the last vacancy to be filled, a run-off vote shall be taken from among the candidates receiving the tie vote. Broker non-votes, as defined below, will be counted for purposes of determining a quorum, but will not be counted as votes cast in the election of Directors.

With respect to the advisory vote on the compensation of the Corporation’s Named Executive Officers (Proposal No. 2), votes may be cast “For” or “Against,” or a shareholder may abstain from casting a vote. Votes “For” must exceed votes “Against” in order for the resolution on compensation of the Named Executive Officers to be considered approved by the shareholders. Abstentions and broker non-votes, as defined below, will not be counted as votes cast in connection with this proposal, and will have no effect on the outcome of the approval of this proposal. This vote is not binding on the Corporation. The Compensation and Human Capital Committee of the Board of Directors will take the results of the vote into consideration in addressing future compensation policies and practices.

With respect to the ratification of the appointment of independent auditors (Proposal No. 3), votes may be cast “For” or “Against,” or a shareholder may abstain from casting a vote. Abstentions will not be counted as votes cast in connection with this proposal, and will have no effect on the outcome of the approval of this proposal. The appointment will be ratified if a majority of the votes cast in connection with this proposal are voted “For” ratification. If the appointment of the independent auditors is not ratified, the Audit Committee will reconsider such appointment.

With respect to approval of the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan (“the Plan”) (Proposal No. 4), votes may be cast “For” or “Against,” or a shareholder may abstain from casting a vote. The affirmative vote of a majority of votes cast in connection with this proposal at the annual meeting (assuming a quorum is present) shall be required for the approval of the Plan. Abstentions and broker non-votes, as defined below, will not be counted as votes cast in connection with this proposal, and will have no effect on the outcome of the approval of the Plan.

Abstentions may be specified on all proposals submitted to shareholders, other than for the election of Directors. In accordance with Wisconsin law and the Corporation’s Restated Bylaws, abstentions will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting, but will not be counted as votes cast with respect to any of the proposals.

Brokers who hold shares in street name for customers are not permitted to vote on certain matters without specific instructions from the beneficial owners of the shares. A “broker non-vote” occurs on an item submitted for shareholder approval when the broker does not have the authority to vote on the item in the absence of instructions from the beneficial owner and the broker does not in fact receive such instructions. A broker non-vote is treated as “present” for purposes of determining a quorum, has the effect of a vote against a particular proposal when a majority of the issued and outstanding shares or a majority of the shares present in person or by proxy and entitled to vote is required for approval of the proposal, and has no effect when a plurality or majority of the votes cast is required for approval.

Brokers and other nominees may vote on the ratification of the appointment of RSM US LLP as our independent auditors for the fiscal year ending June 30, 2027 (Proposal No. 3) without specific instructions from beneficial owners. Therefore, no broker non-votes are expected to exist in connection with this proposal. However, brokers or other nominees may not vote on the election of Directors (Proposal No. 1), the advisory vote on Named Executive Officer compensation (Proposal No. 2) or the approval of the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan (Proposal No. 4), without specific instructions from the beneficial owners of the shares. Therefore, an undetermined number of broker non-votes may occur on Proposals No. 1, 2 and 4.