AAON INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☑Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

NOT APPLICABLE

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

Payment of Filing Fee (Check all boxes that apply):

© 2024 AAON, Inc.

ABOUT

We lead the charge in

advancing HVAC innovation

our world depends on.

AAON provides highly configurable HVAC

equipment that answers customer-specific

needs in any commercial or industrial

environment while bringing long-term value

and efficiency.

AAON is committed to driving the industry

forward through the design, manufacturing,

and rigorous testing of innovative HVAC

solutions for a cleaner and more sustainable

future.

Notice of 2024 Annual Meeting of Stockholders

Notice is hereby given that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of AAON, Inc., a Nevada corporation (the

“Company”), will be held on Tuesday, May 21, 2024 at 10:00 A.M. (Local Time), at 2422 South Yukon Avenue, Tulsa, Oklahoma, for

the following purposes, as more fully described in the accompanying proxy statement (“Proxy Statement”):

1. To elect three Class III Directors for terms ending in 2027;

2. To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for 2024

3. To approve (on a non-binding, advisory basis) the compensation of our named executive officers;

4. To amend the Company's Articles of Incorporation to increase its total authorized common shares from 100,000,000

to 200,000,000, par value $.004 per share;

5. To approve the Company's 2024 Long-Term Incentive Plan (the "2024 Incentive Plan"); and

6. To transact such other business as may properly come before the meeting or any adjournment thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER

MEETING TO BE HELD ONMay 21, 2024.

We have elected to take advantage of the Securities and Exchange Commission’s rules that allow us to furnish our proxy materials to

our stockholders over the Internet. We believe electronic delivery will expedite the receipt of materials and, by printing and mailing a

smaller volume, will reduce the environmental impact of our annual meeting materials and help lower our costs. A Notice of Internet

Availability of Proxy Materials (the “Notice of Internet Availability”) is being mailed concurrently to our stockholders. The Notice of

Internet Availability contains instructions on how to access the Notice of Annual Meeting, Proxy Statement and Annual Report to

Stockholders online. You will not receive a printed copy of these materials, unless you specifically request one. The Notice of Internet

Availability contains instructions on how to receive a paper copy of the proxy materials. It is important that your shares be

represented and voted at the meeting.

You may vote your shares in person at the meeting, by internet, by telephone or by completing, signing, dating and returning a proxy

card which will be mailed to you if you request delivery of a full set of proxy materials.

Our Proxy Statement and Annual Report on Form 10-K, are available at www.proxyvote.com

By Order of the Board of Directors

Luke A. Bomer

Secretary

Tulsa, Oklahoma

April 8, 2024

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

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