Allison Transmission Holdings, Inc. (ALSN)
NYSE: ALSN · Real-Time Price · USD
123.90
-3.80 (-2.98%)
May 7, 2026, 3:07 PM EDT - Market open
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AGM 2026

May 6, 2026

Operator

Hello, everyone, and welcome to the 2026 Annual Meeting of Stockholders for Allison Transmission Holdings Inc. Before we get started, I would like to go over a few items so you know how to participate in today's meeting. During today's meeting, you will have the opportunity to submit text questions to today's presenters by typing your questions into the question pane of the control panel. Questions regarding the items up for vote will be addressed at the conclusion of the meeting. Today's meeting is being recorded. I would now like to introduce David Graziosi, Chair, President, and Chief Executive Officer of Allison Transmission Holdings Inc.

David Graziosi
Chairman, President, and CEO, Allison Transmission Holdings Inc

Good morning, everyone, and thank you for joining the 2026 Annual Meeting of Stockholders. I am David Graziosi, chair of the board of directors of Allison Transmission Holdings, and along with my fellow directors and senior management of the company, would like to welcome you all to today's meeting. We appreciate your attendance, your interest, and most importantly, your support of Allison. Now I would like to introduce the other current members of Allison's board of directors who are nominated for election, all of whom are in attendance today. We welcome Judy Altmaier, D. Scott Barbour, Philip J. Christman, David C. Everitt, Carolann Haznedar, Sasha Ostojic, Gus Perna, and Krishna Shivram. We also have members of Allison's management team here with us.

Joining me today are the following: Fred Bohley, President and Business Unit Leader, Allison Transmission and Allison Chief Operating Officer; Craig Price, President and Business Unit Leader, Allison Off-Highway Drive & Motion Systems; Scott Mell, Chief Financial Officer and Treasurer; Eric Scroggins, Chief Legal Officer and Assistant Secretary; Preston Ray, Deputy Chief Legal Officer and Secretary; Jackie Bowles, Executive Director, Treasury and Investor Relations. Also attending this meeting is Kelly Markoski of PricewaterhouseCoopers LLP, our independent auditors. Finally, I'd like to recognize Gene Capello from C.T. Hagberg & Associates, LLC, who will serve as our Inspector of Election. I now call the 2026 Annual Meeting of Stockholders of Allison Transmission Holdings Inc. to order. Preston Ray, Deputy Chief Legal Officer and Secretary of Allison, will serve as secretary of the meeting and keep the minutes.

Preston will now report the details on the notice for today's meeting and discuss procedures for transacting the business of the meeting.

Preston Ray
Deputy Chief Legal Officer and Secretary, Allison Transmission Holdings Inc

Good morning. The company's distribution agent, Broadridge Financial Services, has provided an affidavit of distribution attesting that the proxy materials were mailed beginning on March 25th, 2026 to stockholders of record as of March 9th, 2026, the record date for today's meeting. The affidavit of distribution will be included in the minutes of today's meeting. An agenda that outlines the order of business for today's meeting, as well as rules of conduct for the meeting, have been made available to the website used to access this meeting. The meeting will take place as described in the agenda. Stockholders may submit questions in the space provided on the virtual meeting screen. During the meeting, questions and comments should pertain to the item being considered at that particular time.

The inspector of election will tabulate the votes at today's meeting, and when the report of the inspector of election is complete, we will announce the results.

David Graziosi
Chairman, President, and CEO, Allison Transmission Holdings Inc

Thank you, Preston. I hereby appoint Gene Capello, a representative of CT Hagberg & Associates, LLC, as inspector of election for today's meeting and any adjournment or postponement of this meeting. He has signed an oath to act as inspector of election, and this oath will be filed with the minutes of this meeting. The secretary has the stockholder list of the company as of the close of business on March 9th, 2026, the record date for the meeting, which shows the stockholders and their representative number of shares entitled to vote at this meeting. This list is available for inspection during the meeting by any stockholder on the website used to access the meeting and will be filed with the minutes of this meeting. Preston, would you please report on the number of shares entitled to vote at the meeting?

Preston Ray
Deputy Chief Legal Officer and Secretary, Allison Transmission Holdings Inc

There are 83,129,419 shares of common stock entitled to vote on all matters presented to stockholders at this meeting. I certify that the holders of more than 50% of all votes entitled to be cast at this meeting are present in person or by proxy, constituting a quorum.

David Graziosi
Chairman, President, and CEO, Allison Transmission Holdings Inc

Having been advised that a quorum is present at the meeting, I declare today's meeting duly and lawfully convened. The meeting is now open and ready for business, and the polls for voting on all matters are open. All Allison stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. The first item of business is the election of directors. At this meeting, we'll be electing nine directors, each for a one-year term expiring at the 2027 Annual Meeting of Stockholders.

The candidates for director who have been nominated by the company's nominating and corporate governance committee and board of directors are Judy Altmaier, Scott Barbour, Philip Christman, David Everitt, David Graziosi, Carolann Haznedar, Sasha Ostojic, Gustave Perna, and Krishna Shivram. The nominees' biographic information and qualifications are detailed in the proxy statement for today's meeting. In accordance with the bylaws of the company, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received by the deadline set forth in the proxy statement for today's meeting. Therefore, I declare the nominations for directors closed, and we will move on to the second proposal. The second item of business is to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2026.

The appointment of PwC is discussed in the proxy statement. The third item of business is an advisory vote to approve the resolution set forth in the company's proxy statement regarding the compensation paid to the company's named executive officers. This proposal is non-binding. The company's executive compensation is discussed in the proxy statement.

Preston Ray
Deputy Chief Legal Officer and Secretary, Allison Transmission Holdings Inc

The polls are about to close, so if you have not yet voted, please do so. The polls are now closed. The Inspector of Election has delivered his preliminary report, and I will now announce the preliminary results of voting. Mr. Chairman, based on the Inspector of Election's preliminary report, Judy Altmaier, Scott Barbour, Philip Christman, David Everitt, David Graziosi, Carolann Haznedar, Sasha Ostojic, Gus Perna, and Krishna Shivram have been elected as directors by the stockholders. Each candidate received more votes for their election than against. Number two, ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2026 has been approved by the stockholders by the affirmative vote of the holders of a majority in voting power of the votes cast, excluding abstentions and broker non-votes.

Number three, the compensation paid to the company's named executive officers, as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC, has been approved by the stockholders by the affirmative vote of the holders of a majority in voting power of the votes cast, excluding abstentions and broker non-votes. We will file the final report of the Inspector of Election with the minutes of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within four business days of this meeting.

David Graziosi
Chairman, President, and CEO, Allison Transmission Holdings Inc

Since there are no other matters to come before the meeting, this concludes the business portion of our meeting. I hereby declare the meeting adjourned. We will now accept questions from any stockholder in attendance.

Operator

For those listening, you can ask a question by submitting it in the Q&A section on your web console. Please feel free to submit questions now. There are no further questions at this time. Mr. Graziosi, I turn the call back over to you. Please go ahead.

David Graziosi
Chairman, President, and CEO, Allison Transmission Holdings Inc

Thank you again for your attendance and interest. We hope to see all of you at next year's annual meeting.

Operator

Thank you. The annual general meeting for Allison Transmission Holdings Inc. has now come to an end. Thank you for attending. You may now leave the virtual meeting.

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