Oshkosh Corporation (OSK)
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At close: May 7, 2026, 4:00 PM EDT
153.00
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After-hours: May 7, 2026, 7:32 PM EDT
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AGM 2026

May 5, 2026

Keith Allman
Director and Chair of the Board, Oshkosh Corporation

Good morning, and welcome to the 2026 annual meeting of the shareholders of Oshkosh Corporation. I am Keith Allman, director and chair of the board, and it is a privilege to preside over our meeting today. We will begin with the official business of the meeting as outlined in our proxy materials. This meeting is now called to order. Joining me today are the other directors of Oshkosh Corporation. I will now introduce each of them, and I thank them both personally and on behalf of all shareholders for their support and service as a director of Oshkosh Corporation. First, Bill Burns, Chief Executive Officer of Zebra Technologies Corporation. Annette Clayton, retired Chair and CEO of Schneider Electric North America. Douglas Davis, retired Senior Vice President of the Automated Driving Group for Intel Corporation. Tyrone Jordan, retired President and Chief Operating Officer of DURA Automotive Systems.

Kimberley Metcalf-Kupres, retired Chief Marketing Officer of Johnson Controls International plc. Duncan Palmer, retired Global Chief Financial Officer of Cushman & Wakefield. David Perkins, retired Four-Star General of the US Army. John Pfeifer, President and Chief Executive Officer of Oshkosh Corporation. Sandra Rowland, retired Executive Vice President and Chief Financial Officer of Xylem Incorporated. With me is Ignacio Cortina, Executive Vice President, Chief Legal and Administrative Officer, and Corporate Secretary of the company. Also here virtually are Brian Holmgren and Matt Westfall of Deloitte & Touche, the company's independent registered public accounting firm. Ignacio, please introduce the formal portion of the meeting.

Ignacio Cortina
EVP, Chief Legal, and Administrative Officer, Oshkosh Corporation

Thank you, Keith. We are holding this meeting for the purposes stated in the notice of the annual meeting first distributed with the related proxy statement on March 26th, 2026 to shareholders of record as of March 2, 2026, the record date for the meeting.

This 2026 annual meeting of shareholders is convened in accordance with the notice of the annual meeting. We have appointed Charles Zaid as our Independent Inspector of Elections for today's meeting, and he is attending virtually. Mr. Zaid has informed me that at least 93% of the stock of Oshkosh of record as of March 2, 2026 is represented at this meeting. This means that a quorum is present and the legal requirements to proceed with this meeting have been met. The polls are now open for voting and will remain open until we officially close them later in the meeting. Any shareholder of record who hasn't voted or wishes to change their vote may do so by clicking on the voting button on the web portal now while the polls are open.

Shareholders who have already voted by proxy, including over the internet or by phone, do not need to vote again.

The first item of business to come before this meeting is the election of directors for terms to expire at the 2027 annual meeting. The proxy materials have identified the board of director nominees and described their backgrounds, skills, and qualifications. There are no other nominations at this time. The second item of business to come before this meeting is the ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The third item of business to come before this meeting is the consideration of a resolution to approve, on an advisory basis, the compensation of our named executive officers on page 44 of the proxy statement.

The last item of business to come before this meeting is to consider a shareholder proposal included in the proxy statement for this meeting regarding directors who failed to obtain a majority vote. I will recognize John Chevedden to speak on the proposal. Please limit your remarks to three minutes and limit them to the subject matter of the proposal. Operator, please unmute Mr. Chevedden's line.

John Chevedden
Shareholder, Private Investor

Hello, this is John Chevedden. Proposal 4. Directors who fail to obtain a majority vote. Shareholders request that the board of directors take the necessary steps to ensure that directors who fail to obtain a majority vote in an uncontested election shall leave the board as soon as possible, but in no case shall such directors serve more than nine months on the board after such failed election. A vote of rejection by Oshkosh shareholders needs to be respected. Oshkosh shareholders often only vote on three items in a year. The least that the Oshkosh board of directors can do is to respect all three votes. Nine months is adequate time for the Oshkosh directors to find a highly qualified replacement director. Now is a good time to improve shareholder oversight of the Oshkosh board.

Oshkosh stock was at $137 in 2021 and is at only $149 now in spite of a robust stock market. Please vote for proposal 4.

Ignacio Cortina
EVP, Chief Legal, and Administrative Officer, Oshkosh Corporation

Thank you, Mr. Chevedden. Operator, please mute the proponent's line. This completes the items to be voted on at today's meeting. The polls for voting are now closed. I will next provide a report on the results of the vote. Keith and I received proxies authorizing us to vote shares on the items of business for today's meeting, and we have voted these shares accordingly. Based on the preliminary tabulation from the Inspector of Elections, I can report as follows as to the items of business at today's meeting. Shareholders have elected all 10 director nominees. Shareholders have ratified the appointment of Deloitte & Touche as the company's independent registered public accounting firm for fiscal 2026. Shareholders have approved on an advisory basis our named executive officer compensation, and shareholders have rejected the shareholder proposal.

The final tally of votes certified by the Inspector of Elections will be included with the minutes of this meeting and made publicly available with the SEC in the next few days.

Keith Allman
Director and Chair of the Board, Oshkosh Corporation

Thank you for that report, Ignacio. As there is no further business to come before this meeting, I declare the meeting adjourned.

Operator

That concludes today's meeting. You may now disconnect.

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