AAON INC

Determination of whether a proposal specified in the Notice of

Annual Meeting has been approved will be determined,

assuming a quorum is present either in person or by proxy, as

follows:

Proposal No. 1.

A nominee for director will be elected if a majority of the votes

cast are in favor such nominee’s election. Accordingly,

abstentions and broker non-votes will have no effect on the

outcome of the vote on the director nominees.

Proposal No. 2.

The proposal to ratify Grant Thornton LLP as our independent

registered public accounting firm for the year ending

December 31,2024 will require the affirmative vote of a

majority of the votes cast on the proposal. Accordingly,

abstentions will have no effect on the outcome of the vote on

this proposal. Brokers have discretionary authority and may

vote on the proposal without having instructions from the

beneficial owners or persons entitled to vote thereon.

Proposal No. 3.

The proposal to approve, on an advisory basis, the

compensation of our named executive officers will require the

affirmative vote of a majority of the votes cast on the proposal.

Accordingly, abstentions and broker non-votes will have no

effect on the outcome of the vote on this proposal.

Proposal No. 4.

The proposal to increase the total authorized common stock

will require the affirmative vote of a majority of the Company's

outstanding shares of common stock entitled to vote on the

proposal. As a result, abstentions and broker non-votes will

have the effect of a vote against the proposal.

Proposal No. 5.

The proposal to approve the 2024 Incentive Plan will require

the affirmative vote of a majority of the votes cast on the

proposal. Accordingly, abstentions and broker non-votes will

have no effect on the outcome of the vote on this proposal.

YOU MAY VOTE IN SEVERAL DIFFERENT WAYS:

In Person at the Annual Meeting

You may vote in person at the Annual Meeting. You may also

be represented by another person at the meeting by

executing a proxy properly designating that person. If you are

the beneficial owner of shares held in “street name,” you must

obtain a legal proxy from your broker, bank or other holder of

record and present it to the inspectors of election with your

ballot to be able to vote at the meeting.

By Telephone

You may vote by calling the toll-free telephone number

indicated on the voting instructions you will receive. Easy-to-

follow voice prompts allow you to vote your shares and

confirm that your voting instructions have been properly

recorded.

By Internet

You may vote by going to the Internet web site indicated on

the voting instructions you will receive. Confirmation that your

voting instructions have been properly recorded will be

provided.

By Mail

You may vote 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. A postage-paid envelope will

be provided along with the proxy card.

Telephone and Internet voting for stockholders of record will

be available until 11:59 p.m. Central time on May 20, 2024. A

mailed proxy card must be received by May 20, 2024, in order

to be voted at the Annual Meeting. The availability of

telephone and Internet voting for beneficial owners of other

shares held in “street name” will depend on your broker, bank

or other holder of record and we recommend that you follow

the voting instructions on the Notice of Internet Availability that

you receive from them.

If you are mailed a set of proxy materials and a proxy card or

voting instruction card and you choose to vote by telephone or

by Internet, you do not have to return your proxy card or

voting instruction card. However, even if you plan to attend

the Annual Meeting, we recommend that you vote your shares

in advance so that your vote will be counted if you later decide

not to attend the meeting.

Proxies received in advance of the meeting may be revoked

at any time prior to the voting thereof, either by giving notice

to the Secretary of AAON or by personal attendance at the

meeting.

We have adopted a procedure approved by the SEC called

“householding” pursuant to which stockholders of record who

have the same address and last name and who request a

written copy of our Annual Report and Proxy Statement will

receive only one copy of such materials unless one or more of

these stockholders notify us that they wish to receive

individual copies. Stockholders who participate in

householding will continue to receive separate proxy cards.

We will pay the costs of the solicitation of proxies. We may

reimburse brokerage firms and other persons for expenses

incurred in forwarding the proxy materials to their customers

who are beneficial owners and obtaining their voting

instructions. Stockholders electing to vote over the Internet

should understand that there may be costs associated with

electronic access (such as charges from their Internet access

provider) and that these costs must be borne by the

stockholder.

Stockholders currently receiving multiple copies of our Annual

Report and Proxy Statement at their household can request

householding by contacting our transfer agent at

1-801-277-1400 or writing to Issuer Direct Corporation, One

Glenwood Avenue, Suite 1001, Raleigh, North Carolina

27603. Stockholders now participating in householding who

wish to receive a separate document in the future may do so

in the same manner. Those owning shares through a bank,

broker or other nominee may request householding by

contacting the nominee.

This Proxy Statement, the Notice of Annual Meeting and

accompanying proxy card, as well as our 2023 Annual Report

(which includes our Annual Report on Form 10-K for the year

ended December 31,2023), can also be found at our website

(www.aaon.com). Copies of exhibits omitted from the Annual

Report on Form 10-K are available without charge upon

written request to Investor Relations, 2425 S. Yukon Avenue,

Tulsa, Oklahoma 74107, or may also be obtained at the

Securities and Exchange Commission’s website at

www.sec.gov.

We recognize the importance our stockholders place on the

Annual Meeting and also appreciate the opportunity it affords

for them to engage with senior management. We also

understand that it provides a convenient forum for our

stockholders to acquire first-hand exposure to, and ask

questions of our management. In an attempt to preserve the

benefits of the traditional meeting format, while also

recognizing not all stockholders can attend in-person, we

suggest that our stockholders not able to attend in-person

consider availing themselves of the following opportunities:

Questions for Management

Stockholders are encouraged to submit questions for

management without having to attend the Annual Meeting in

person. To do so, questions may be submitted to

annualmeeting@aaon.com. Appropriate questions will be

presented for management to respond at the Annual Meeting.

We retain discretion to reject questions that are improper,

irrelevant, substantially similar to questions submitted by other

stockholders or are otherwise derogatory or not in good taste.

Recording of Management Presentation and Q&A

Session.

We plan to record the management presentation and question

and answer portions of the Annual Meeting and make these

recordings available on our website (www.aaon.com) promptly

following the Annual Meeting.