OSHKOSH CORP
For the period ended May 6, 2025. Filed Mar 27, 2025.
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May 6, 2025 · Filed Mar 27, 2025
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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:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
Oshkosh Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
March 27, 2025
Dear Fellow Oshkosh Corporation
Shareholder
Oshkosh continued to deliver strong performance in 2024, using our “Innovate. Serve. Advance.” strategy as our guide. Strong demand and operational improvements enabled us to deliver record revenue of $10.7 billion and diluted earnings per share of $10.35, representing increases of 11% and 14%, respectively, compared to 2023.
Oshkosh’s commitment to our purpose — to make a difference in the lives of those who build, serve and protect communities across the globe — drives the Company’s success. We have leveraged our core capabilities in electrification to introduce first-of-their-kind products across the enterprise that deliver added value for our customers. Our new, all-electric, fully integrated McNeilus® Volterra ZSL™ refuse and recycling vehicle and our Next Generation Delivery Vehicle (NGDV) for the U.S. Postal Service are the latest examples of supporting sustainability initiatives of our customers while improving functionality for drivers and operators. We developed autonomous tactical vehicles for our military customers and leverage that capability now for commercial applications, where active safety and automation are critical to safe and efficient operation. We are also introducing our ClearSky Smart Fleet™ connected telematics platform across our product suite and continue to add features that enhance our customers’ experience with our products. We believe this focused pursuit of innovation has positioned us to deliver strong shareholder value in 2025 and beyond.
We have diversified our business into new markets and adjacent product lines over the past several years, reducing cyclicality and advancing our position as a leader in specialty equipment for the world’s toughest jobs. In the first full year under our ownership, AeroTech had record sales in 2024. With the recent acquisitions of Hinowa and AUSA, we have a stronger foothold in the European agriculture, material handling, construction, landscaping and specialty equipment markets and can leverage these companies’ broader product offerings in other geographies we serve. The Company has continued investing in growth through capital expenditures, including production capabilities at our facilities in Tennessee and South Carolina, and increased our research and development spend to position the Company for long-term value creation.
In 2024, Oshkosh was honored to be named one of the Ethisphere Institute’s World’s Most Ethical Companies for the ninth consecutive time. We were also named to the Dow Jones Sustainability World Index for the sixth consecutive year and selected as one of Fast Company’s 2024 World’s Most Innovative Companies; we are proud to receive numerous other accolades recognizing our long-term commitment to our People First culture, sustainability and market-leading technology.
Finally, after over a decade as a board member and consistent with the Company’s retirement age by-laws, I will not be standing for re-election to the Board. We have robust succession planning efforts, and I have tremendous confidence in this talented Board that will continue to support Oshkosh Corporation as it executes its strategy into the future.
On behalf of the Board and our approximately 18,500 Oshkosh Corporation team members, thank you for your continued support of Oshkosh Corporation. It has been an honor to serve the Company.
Sincerely,
| | | | | Stephen D. NewlinChair of the Board | |
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| | Electronic deliveryof proxy materials | | | |
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HELP US HELP THE ENVIRONMENT
We encourage all shareholders to voluntarily elect to receive all proxy materials electronically. This helps reduce the paper mailed to you and supports our goal of minimizing our environmental footprint.
| | | | Sign up for e-delivery at proxyvote.com. Please have your control number available. | | | | Benefits of e-delivery: • Immediate and convenient access to the materials. • Helps us reduce our impact on the environment. • Helps us reduce our printing and mailing costs. | |
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OUR ENVIRONMENTAL IMPACT
In 2024, we had 35,447 investors enrolled in the e-delivery program. Electronic delivery is efficient, cost effective and the response rate is better than the receipt of full set and notice only. Our promotion of this method of delivery has resulted in a 13.25% increase in enrollment. Below are statistics that are representative of our efforts:
| | 76 | | | 486M | | | 342K | |
|---|---|---|---|---|---|---|---|---|
| | tons of wood saved; or the equivalent of 456 trees | | | BTUs saved; or the equivalent of 578 residential refrigerators operating for one year | | | pounds of CO2 saved; or the equivalent of 31 cars operating for one year | |
| | 408K | | | 22K+ | | | 30 | |
| | gallons of water saved; or the equivalent of 18.5 swimming pools | | | pounds of solid waste saved | | | pounds of hazardous air pollutants saved | |
Environmental impact estimates are calculated using the Environmental Paper Network Paper Calculator.
For more information, visitwww.papercalculator.org.
| | Notice of Annual Meetingof Shareholders March 27, 2025 HOW TO ATTEND THE 2025 VIRTUAL ANNUAL SHAREHOLDERS’ MEETING This year’s Annual Meeting will be virtual and held online via live webcast. To attend the Annual Meeting and examine our list of shareholders, you will need to visit www.virtualshareholdermeeting.com/OSK2025, and you will be required to enter the control number on your proxy card or voting instruction form. Your vote is very important. Even if you plan to attend the virtual Annual Meeting, please vote your shares as soon as possible, either online or by phone as directed in the Notice of Internet Availability of Proxy Materials or by returning a completed proxy card in the envelope provided. Even if you vote in advance, you are still entitled to attend and vote at the Annual Meeting. If you vote at the Annual Meeting, that vote will have the effect of revoking any prior proxy. By Order of the Board of Directors, | | | MEETING INFORMATION May 6, 20258:00 a.m. (Central Daylight Time)Virtual Meetingwww.virtualshareholdermeeting.com/OSK2025 AGENDA 1. To elect ten directors; 2. To ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as our independent auditor for 2025; 3. To approve, by advisory vote, the compensation of our named executive officers; and 4. To consider and act on such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | | |
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| | | | | Ignacio A. CortinaExecutive Vice President, Chief Legal and Administrative Officer and Secretary | | |
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| | Internet atwww.proxyvote.com | | | Toll-free from the UnitedStates or Canada to+1 800.690.6903 | | | Mailing the signed proxy orvoting instructions form | | | Attend the Virtual Annual Meeting | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.