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COLUMBUS MCKINNON CORP

For the period ended Mar 31, 2025. Filed Jun 30, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 31, 2025 · Filed Jun 30, 2025

CMCO$17.62+6.6%Stored close · as of Nov 6, 2026
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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

(Amendment No. )

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 Pursuant to §240.14a–12

Columbus McKinnon Corporation

(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 all boxes that apply):

☒ 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

A MESSAGE FROM THE BOARD CHAIR & CEO

Gerald G. ColellaChair of the Board David WilsonDirector, President and CEODEAR FELLOW SHAREHOLDERS,Columbus McKinnon Corporation delivered record orders and advanced several key strategic initiatives in fiscal 2025. This strong order performance reflects the benefits of our ongoing focus on enhancing customer experience, improving lead times and our targeted vertical end-market selling strategy, positioning us for the future. As the year evolved, we remained nimble, adapting to a rapidly evolving macroeconomic and policy landscape globally. We remained focused on what we could control delivering project-related order growth while executing actions to reduce costs and align capacity with near-term demand as our mix shifted toward longer-term orders. Building on 150 years of experience as a leader in material handling solutions, we've expanded our platform to also include automation, precision conveyance and linear motion. Over the last five years, we set out on our transformation journey to scale our business and create platforms for growth further differentiating our business and delivering improved financial results. In 2025, we made substantive progress on our strategy, including the pending acquisition of Kito Crosby, which is expected to meaningfully improve the Company's scale by enhancing our collective geographic reach, expanding significantly into lifting securement and delivering an enhanced customer value proposition by combining the significant capabilities of both businesses. This complementary combination is expected to result in an attractive financial profile, delivering expanded margins and meaningful cash flow generation to enable near-term deleveraging. Ultimately, this scale and cash flow capacity positions us to advance our Intelligent Motion strategy in a more meaningful way. Kito Crosby’s significant strength in the lifting market aligns perfectly with our strategy to strengthen, expand and grow our core business. As stewards of your investment, the Board of Columbus McKinnon is committed to effective and transparent corporate governance. Our Board is highly engaged and serves an essential role in guiding our long-term strategy. Our Board has deep, relevant experience and provides insight into the most important issues facing our Company, including financial expertise, operational experience, global M&A, manufacturing automation and Cybersecurity. The Board’s proactive approach further enables us to effectively navigate changes in the macroeconomic environment and capitalize on opportunities for sustainable growth and long-term value creation. We remain confident in the long-term potential of our business. As U.S. policy volatility settles and EMEA macro headwinds subside, we expect industry megatrends like onshoring, scarcity of labor, as well as infrastructure and defense investments to serve as tailwinds. While the operating environment continues to evolve in the near-term, we remain optimistic in the mid-term as we focus on seizing opportunities that arise in fiscal 2026. Our strategic initiatives are creating value, and, with the addition of Kito Crosby, we expect to have additional runway for growth and margin expansion over time. We remain committed to improving our operational performance and customer experience, optimizing our cost structure, delivering profitable growth, and investing in employee engagement initiatives that we believe will create value for our shareholders.We are pleased to invite you to join us for our virtual 2025 Annual Meeting of Shareholders on Friday, August 15, 2025. The enclosed Notice of 2025 Annual Meeting of Shareholders and Proxy Statement provides information about the meeting, including the matters on which you will be asked to vote. Whether or not you plan to attend the virtual meeting, it is important that you be represented and that your shares are voted. On behalf of our Board and the entire Company, we appreciate your support!
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2025 Proxy Statement

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

WHEN:Friday, August 15, 2025at 8:00 a.m. Eastern TimeWHERE:Virtual Meeting atwww.virtualshareholdermeeting.com/CMCO2025

FELLOW SHAREHOLDERS:

We are pleased to invite you to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Columbus McKinnon Corporation (“we,” “us,” “our,” “Columbus McKinnon” or the “Company”) on Friday, August 15, 2025, at 8:00 a.m. Eastern Time. The Annual Meeting will be held via live audio webcast at www.virtualshareholdermeeting.com/CMCO to address the following items of business.

ITEMS OF BUSINESS:

Board Proposals · BoardRecommendation · Page
1To elect nine Directors to hold office until the 2026 Annual Meeting and until their successors have been elected and qualified✔ FOR EACH NOMINEE10
2To conduct a shareholder advisory vote on the compensation of our named executive officers✔ FOR34
3To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026✔ FOR72
4To approve the elimination of restrictions on the issuance of shares of common stock in connection with the conversion of the Preferred Shares (as defined herein) and on the voting of Preferred Shares for the purposes of complying with Nasdaq Listing Rule 5635 (the "Nasdaq Listing Rules Proposal")✔ FOR90
5To amend the Company's restated certificate of incorporation to increase the number of authorized shares of common stock ("the Authorized Shares Proposal")✔ FOR95
6To amend the Company's restated certificate of incorporation to permit exercise of preemptive rights by the CD&R Investors (as defined herein) (the "Preemptive Rights Proposal")✔ FOR98
7To approve a proposal to adjourn the Annual Meeting to a later date, or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of Annual Meeting to adopt the Nasdaq Listing Rules Proposal, the Authorized Shares Proposal, or the Preemptive Rights Proposal✔ FOR101
8To act upon and transact such other business as may be properly brought before the Annual Meeting or any adjournment or adjournments thereof

Consistent with our practice in recent years, the Company’s Board of Directors (the "Board") has decided to hold the Annual Meeting virtually, with no physical location. We believe that this is the right choice for Columbus McKinnon as it provides expanded shareholder access, regardless of the size of the Annual Meeting or resources available to shareholders, improves communication, and allows the participants to attend the Annual Meeting safely and conveniently from any location at no additional cost.

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The Company has endeavored to provide shareholders attending the Annual Meeting with the same rights and opportunities to participate as they would at an in-person meeting.

To attend the virtual Annual Meeting, vote, submit questions, or view the list of registered shareholders during the virtual Annual Meeting, shareholders of record will be required to visit the meeting website listed above and login using their 16-digit control number included on your Notice (as defined below), proxy card, or voting instructions form. Prior registration is required to attend and participate in the virtual Annual Meeting at www.virtualshareholdermeeting.com/CMCO2025. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access, submit questions, and vote at the virtual Annual Meeting. The Annual Meeting will only be held virtually, and you will not be able to attend the Annual Meeting in person.

The Securities and Exchange Commission ("SEC") rules allow companies to furnish proxy materials to their shareholders over the Internet. As a result, most of our shareholders will receive in the mail a notice regarding the availability of the proxy materials for the Annual Meeting on the Internet (the "Notice") instead of paper copies of those materials. The Notice contains instructions on how to access the proxy materials over the Internet and instructions on how shareholders can receive paper copies of the proxy materials, including a proxy or voting instruction form. This process expedites shareholders’ receipt of proxy materials and lowers the costs of the Annual Meeting.

WHO CAN VOTE

Shareholders of record as of the close of business on June 16, 2025 (the "Record Date") or hold a legal proxy for the Annual Meeting provided by your broker, bank, or nominee as of the Record Date, are entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof. Shareholders as of the Record Date are entitled to vote on all matters listed above. At the close of business on the Record Date of June 16, 2025, we had 28,688,208 shares of our common stock, $.01 par value per share outstanding, and the holders of our shares are entitled to one vote per share on each matter properly brought before the Annual Meeting.

HOW TO VOTE

You may vote your shares in advance of the Annual Meeting via the Internet, by telephone, by mail, or during the Annual Meeting. If you vote via the Internet, by telephone, or plan to vote electronically during the Annual Meeting, you do not need to mail in a proxy card.

InternetTelephoneMailAnnual Meeting
In advance of the Annual Meeting, you can visit www.proxyvote.com.If you received a paper copy of the proxy materials, dial toll-free (1-800-690-6903), or use the telephone number on your voting instruction form.If you received a paper copy of the proxy materials, send your completed and signed proxy card or voting instruction from the enclosed postage-paid envelope.Follow the instructions under “How to Vote” to vote electronically during the Annual Meeting. The Annual Meeting at www.virtualshareholdermeeting.com/CMCO2025
You will need your 16-digit control number printed on your Notice, proxy card, or voting instructions form to submit your vote.

Beneficial owners should review the proxy materials and their voting instruction form or Notice for how to vote in advance of, and how to participate in, the Annual Meeting. Specifically, if you are a beneficial owner and your voting instruction form or the Notice does not indicate that you may vote the shares through the www.proxyvote.com website, you should contact your bank, broker, or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” (which will contain a 16-digit control number that will allow you to attend, participate in, or vote at the Annual Meeting). When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 8:00 a.m. Eastern Time, on Friday, August, 15, 2025.

Banks, brokers and other nominees may not vote on your shares on all matters in the absence of specific voting instructions from you, as outlined in the "Voting Standards" section herein. Please contact your bank, broker, or other nominee directly if you have

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questions about how to provide such voting instructions. A shareholder who executes a proxy may revoke it at any time before it is exercised by giving written notice to the Secretary at 13320 Ballantyne Corporate Place, Suite D, Charlotte, NC 28277, by appearing at the virtual Annual Meeting and voting their shares or by submitting another duly executed proxy bearing a later date.

QUORUM

In order for business to be conducted at the Annual Meeting, a quorum must be present at the Annual Meeting. Under our Amended and Restated Bylaws (our “By-Laws”), the holders of a majority of the shares issued and outstanding and entitled to vote at the Annual Meeting, present in person or by remote communication, if applicable, or represented by proxy, shall constitute a quorum. Abstentions, broker non-votes and withheld votes will be counted in determining the existence of a quorum but are not counted in the votes cast and will have no effect on the outcome of any proposal as described in the "Voting Standards" section herein. Proxy cards that are executed and returned without any designated voting direction will be voted in the manner stated on the proxy card.

Your vote is important. Regardless of whether or not you plan to participate in the Annual Meeting, we kindly request that you vote as soon as possible. Thank you for your continued support, and we look forward to your participation at the Annual Meeting.

Alan S. KormanSVP, General Counsel, Corp. Development and SecretaryJune 30, 2025

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VOTING STANDARDS

Proposal No. 1Election of DirectorsIf you do not provide voting instructions, your bank, broker, or other nominee may not vote on this matter.Each Director nominee will be elected if the votes cast for such Director nominee exceeds the votes cast against such Director nominee. Abstentions and broker non-votes will have no effect on the results of this vote. A majority of votes cast means the number of votes cast “FOR” a Director nominee exceeds the number of votes cast “AGAINST” a Director nominee.As provided for under our By-Laws, any Director nominee who receives a greater number of votes cast against his or her election than in favor of his or her election is required to immediately tender his or her resignation to the Board for consideration by the Board. Under the process set forth in our By-Laws, our Board will act on the tendered resignation within ninety (90) days from the date of the certification of the election results by the inspector of elections.
Proposal No. 2Advisory Approval of Our Executive CompensationIf you do not provide voting instructions, your bank, broker, or other nominee may not vote on this matter.The advisory vote approving executive compensation will be determined by the affirmative vote of a majority of shares present or represented by proxy and voting on Proposal 2 the Annual Meeting (a majority of votes cast standard). Abstentions and broker non-votes will have no effect on the results of this vote. A majority of votes cast means the number of votes cast “FOR” exceeds the number of votes cast “AGAINST.”Although this advisory vote is non-binding, our Human Capital, Compensation and Succession Committee and our Board will review the results of the vote. Our Human Capital, Compensation and Succession Committee will consider our shareholders’ preferences and take them into account in making future determinations concerning the compensation of our executives.
Proposal No. 3Ratification of Independent Registered Public Accounting FirmIf you do not provide voting instructions, your bank, broker, or other nominee may only vote on this Proposal 3. No broker non-votes are expected in connection with this proposal.The proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026, will be approved by the affirmative vote of a majority of shares present or represented by proxy and voting on Proposal 3 at the Annual Meeting (a majority of votes cast standard). Abstentions will have no effect on the results of this vote. A majority of votes cast means the number of votes cast “FOR” exceeds the number of votes cast “AGAINST.”
Proposal No. 4To approve the elimination of restrictions on the issuance of shares of common stock in connection with the conversion of the Preferred Shares and on the voting of Preferred Shares for the purposes of complying with Nasdaq Listing Rule 5635 (the "Nasdaq Listing Rules Proposal")If you do not provide voting instructions, your bank, broker, or other nominee may not vote on this matter.The Nasdaq Listing Rules Proposal will be approved by the affirmative vote of a majority of shares present or represented by proxy and voting on the Nasdaq Listing Rules Proposal at the Annual Meeting (a majority of votes cast standard). Abstentions and broker non-votes will have no effect on the results of this vote. A majority of votes cast means the number of votes cast “FOR” exceeds the number of votes cast “AGAINST.”
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Proposal No. 5To approve an amendment to the Company's restated certificate of incorporation to increase the number of shares of authorized common stock (the "Authorized Shares Proposal")If you do not provide voting instructions, your bank, broker, or other nominee may not vote on this matter.The Authorized Shares Proposal will be approved by the affirmative vote of a majority of our outstanding shares of common stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Authorized Shares Proposal. A majority of our outstanding shares of common stock means that of the outstanding shares of our common stock, a majority of them must be voted “FOR” the Authorized Shares Proposal for it to be approved.
Proposal No.6To approve an amendment to the Company's restated certificate of incorporation to permit exercise of preemptive rights by the CD&R Investors (the "Preemptive Rights Proposal")If you do not provide voting instructions, your bank, broker, or other nominee may not vote on this matter.The Preemptive Rights Proposal will be approved by the affirmative vote of a majority of our outstanding shares of common stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Preemptive Rights Proposal. A majority of our outstanding shares of common stock means that of the outstanding shares of our common stock, a majority of them must be voted “FOR” the Preemptive Rights Proposal for it to be approved.
Proposal No.7To approve a proposal to adjourn the Annual Meeting to a later date, or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of Annual Meeting to adopt the Nasdaq Listing Rules Proposal, the Authorized Shares Proposal or the Preemptive Rights Proposal (the “Adjournment Proposal”)If you do not provide voting instructions, your bank, broker, or other nominee may not vote on this matter.The Adjournment Proposal will be approved by the affirmative vote of a majority of shares present or represented by proxy and voting on the Adjournment Proposal at the Annual Meeting (a majority of votes cast standard). Abstentions and broker non-votes will have no effect on the results of this vote. A majority of votes cast means the number of votes cast “FOR” exceeds the number of votes cast “AGAINST.”

The voting results of the Annual Meeting will be published no later than four business days after the Annual Meeting on a Current Report on Form 8-K filed with the SEC, which will be available in the Investor Relations section of our website at investors.cmco.com. If a proxy card is submitted and no voting instructions are given, the person or persons designated will vote the shares “FOR” the election of the Director nominees, “FOR” the advisory vote on executive compensation, “FOR” the ratification of the appointment of Ernst & Young LLP, “FOR” the Nasdaq Listing Rules Proposal, "FOR" the Authorized Shares Proposal, "FOR" the Preemptive Rights Proposal and "FOR" the Adjournment Proposal.

Our management does not presently know of any matters to be presented for consideration at the Annual Meeting other than the matters described in the Notice of Annual Meeting. However, if other matters are presented, the accompanying proxy card confers upon the person or persons entitled to vote the shares represented by the proxy, discretionary authority to vote such shares in respect of any such other matter in accordance with their best judgment.

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TABLE OF CONTENTS

A MESSAGE FROM THE CHAIRMAN AND CEOi
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERSii
VOTING STANDARDSv
FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES1
COMPANY SUMMARY3
PROPOSAL 1: ELECTION OF DIRECTORS10
CORPORATE GOVERNANCE18
DIRECTOR COMPENSATION32
PROPOSAL 2: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS34
OUR EXECUTIVE LEADERSHIP OFFICERS35
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS37
DELINQUENT SECTION 16(a) REPORTS39
EXECUTIVE COMPENSATION40
COMPENSATION DISCUSSION AND ANALYSIS40
REPORT ON EXECUTIVE COMPENSATION55
EXECUTIVE COMPENSATION TABLES56
HUMAN CAPITAL, COMPENSATION AND SUCCESSION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION66
PAY VERSUS PERFORMANCE67
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 202672
REPORT OF THE AUDIT COMMITTEE74
DESCRIPTION OF THE KITO CROSBY ACQUISITION75
PROPOSAL 4: NASDAQ LISTING RULES PROPOSAL90
PROPOSAL 5: AUTHORIZED SHARES PROPOSAL95
PROPOSAL 6: PREEMPTIVE RIGHTS PROPOSAL98
PROPOSAL 7: ADJOURNMENT PROPOSAL101
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS102
SOLICITATION OF PROXIES102
SHAREHOLDERS’ PROPOSALS102
CONTACTING THE BOARD103
PROCEDURES FOR RECOMMENDING INDIVIDUALS TO SERVE AS DIRECTORS103
DIRECTOR ORIENTATION AND CONTINUING EDUCATION103
RECONCILIATION OF NON-GAAP MEASURES104
INCORPORATION BY REFERENCE106
EXHIBIT A (CERTIFICATE OF AMENDMENT)107
EXHIBIT B (AUTHORIZED SHARE INCREASE AMENDMENT)130
EXHIBIT C (PREEMPTIVE RIGHTS AMENDMENT)131
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ContentsView on SEC.gov

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