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OSHKOSH CORP

For the period ended May 6, 2025. Filed Mar 27, 2025.

View on SEC.gov

About this filing

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.

May 6, 2025 · Filed Mar 27, 2025

OSK$134.36-1.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Proxy statement summary

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To assist you in reviewing the proposals to be considered at the Annual Meeting, we call your attention to the following summary, which includes information about our 2024 financial performance. For more complete information, please review our 2024 Annual Report on Form 10-K and this entire Proxy Statement.

We mailed our Notice of Internet Availability of Proxy Materials and we are making available this Proxy Statement on March 27, 2025, to all Oshkosh shareholders of record as of the close of business on February 28, 2025, the record date for voting at the Annual Meeting.

Voting matters and recommendations

The following proposals are scheduled to be presented at the upcoming 2025 Annual Shareholders’ Meeting:

PROPOSALS · ​ · ​ · Board’sRecommendation · ​ · ​ · Page · ​
Management Proposal 1​​Election of ten directors, each to hold office until the 2026 Annual Shareholders’ Meeting​​FOR each nominee​​6​
Management Proposal 2​​Ratification of Deloitte & Touche LLP as independent auditor for 2025​​FOR​​27​
Management Proposal 3​​Advisory vote to approve executive compensation​​FOR​​66​

OSHKOSH STRENGTHS, STRATEGY AND 2024 HIGHLIGHTS

Oshkosh Corporation (Oshkosh or Company) is a global industrial technology company specializing in the design, development and manufacture of purpose-built vehicles and equipment. Our products enhance safety, maximize productivity, reduce total cost of ownership and simplify fleet management for professionals performing some of the world’s most demanding jobs. Driven by our purpose of making a difference in people’s lives, we leverage our strengths to support long-term growth in revenue, operating income and return on invested capital (ROIC). We believe our key strengths include:

Market Leadership: We hold leading positions across our product and service categories.

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Strong Market Dynamics: Favorable industry trends are driving demand, with elevated backlogs in several businesses providing good visibility.

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Growth Opportunities: We pursue both organic and inorganic growth, including through strategic mergers and acquisitions (M&A).

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Disciplined Capital Allocation: Our financial strategy is designed to maximize shareholder value.

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Oshkosh delivered strong performance in 2024, reflecting the impact of strategic actions taken in recent years to enhance resilience and operational success. We believe we are well-positioned for long-term growth, supported by favorable market dynamics, backlog that provides visibility, and continued investments in industry-leading technology. The launch of new products, including the U.S. Postal Service’s Next Generation Delivery Vehicle (NGDV), along with strategic acquisitions such as Spanish equipment manufacturer AUSA in 2024, further strengthens our outlook.

In 2024, Oshkosh generated $10.7 billion in revenue, an 11.1% increase versus 2023, and achieved $1.01 billion in operating income, representing a 20.7% year over year increase. These strong results translated into diluted earnings per share of $10.35. The charts below illustrate our revenue, operating income, and earnings per share performance over the past three years. We

​OSHKOSH CORPORATION | 2025 PROXY STATEMENT​​1​

maintain a positive long-term outlook, supported by market fundamentals that we believe are strong, visibility that our backlogs provide and an expanding portfolio of innovative products.

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We returned $236 million of cash to shareholders through a combination of dividends and share repurchases, including cash dividends totaling $120 million.

We announced an 11% increase in our quarterly dividend rate from $0.46 to $0.51 per share on January 30, 2025, which marks our eleventh straight year of double-digit percentage increases in the Company’s dividend rate and reflects the confidence we have in our business model and our longer-term outlook.

Highlights for 2024 Include:

Reported record consolidated revenue of $10.7 billion; and diluted earnings per share of $10.35 driven by record segment revenues of $5.2 billion in Access and $3.3 billion in Vocational.

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Secured strong orders that we believe drive good visibility into 2025 with year-end backlog of $14.7 billion.

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Expanded our European presence with the acquisition of AUSA, a leading Spanish manufacturer of wheeled dumpers, rough terrain forklifts and telehandlers for the construction, material handling, agriculture, landscape and specialty equipment industries.

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Began low-rate production of the Next Generation Delivery Vehicle (NGDV) at our state-of-the-art facility in Spartanburg, South Carolina. These advanced delivery vehicles are supporting an extensive fleet update for the U.S. Postal Service.

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Began low-rate production of our revolutionary all-electric McNeilus® Volterra ZSL™ refuse and recycling collection vehicles at our new facility in Murfreesboro, Tennessee.

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Strengthened our operating resilience by investing in key manufacturing processes and increased capacity to serve vibrant end markets in several key businesses.

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Continued to ramp up the global launch of ClearSky Smart Fleet™, the industry’s first true, two-way fleet management and communication platform. We now have more than 100,000 connected assets out in the field, which is one of the largest connected fleets in the world.

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Added Matthew Field as the Executive Vice President and Chief Financial Officer. Former Chief Financial Officer Michael Pack transitioned to Executive Vice President and President, Vocational Segment.

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Continued our strong record of board refreshment by attracting talented directors who bring valuable and diverse experiences and perspectives, including the recent additions of Annette Clayton and William Burns.

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Continued to invest in technology focus areas including electrification, autonomy and active safety, intelligent and connected products, advanced analytics and digital manufacturing.

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Named to the Dow Jones Sustainability World Index for the sixth consecutive year.

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​OSHKOSH CORPORATION | 2025 PROXY STATEMENT​​2​

HUMAN CAPITAL MANAGEMENT AND SUSTAINABILITY

Oshkosh fosters a People First culture, and we invest in programs to enable the engagement, safety, wellbeing and development of our team members.

Workforce Demographics. As of December 31, 2024, Oshkosh had approximately 18,500 team members, approximately 11,800 of whom were production team members. Approximately 2,900 of these team members were located outside the United States.

Our People First Culture. We believe in putting people first, which means caring for our team members, customers and communities, and building a company that understands that prioritizing people will enable us to deliver our strategy of “Innovate. Serve. Advance.” Our strategy is grounded in our purpose — making a difference in people’s lives.

Communication and Engagement. We believe that an engaging culture enhances the perspectives and innovation that are critical to our strategy. Engaging, connecting with and developing team members is a central focus of our People First culture. We communicate regularly through town halls, newsletters and team-building events. We employ a continuous listening strategy through our engagement survey platform and methodology, which allows us to collect feedback on a bi-monthly basis for our professional workforce and annually for our production workforce. This has allowed us to respond dynamically to our team member feedback and make improvements. Our passion for serving our community continued with our Oshkosh team donating over 22,300 volunteer hours to local charities.

In 2024, the Company was named one of the World’s Most Ethical Companies by Ethisphere for the ninth consecutive year.

Workplace Safety, Health and Wellbeing. At Oshkosh, we are deeply committed to the safety, security, health and wellbeing of our team members. We offer a comprehensive benefits package which includes several programs to ensure that our team members and their families have opportunities to enhance their wellbeing, including incentives to engage in preventative care services. The Company prioritizes safe working conditions through enhanced hazard identification and risk mitigation practices to proactively reduce occupational injuries. In 2024, we reduced our recordable incident rate by more than 4% as compared to 2023. Building on this momentum, we are implementing targeted risk reduction initiatives for our leading injury causes to sustain and accelerate this trend. Together, we remain focused on creating a safer, healthier and more secure workplace for everyone.

Growth and Development. Our ability to attract, develop and retain world-class talent is critical to our business strategy. In 2024, we hosted multiple programs of Lens of Leadership, our signature in-person development program for team members at the director level and above. We also continued to host a series of leadership development events and expanded virtual learning opportunities to all managers on topics of leadership, fostering engagement and cultivating innovation and performance. The 2024 expansion of our enterprise Learning Management System led to a significant increase in the number of learning hours completed by our global team members. Across the Company, our team members logged over 253,000 learning hours in 2024.

Sustainability. We are proud to be a leader in sustainable business practices. We were recently named to the Dow Jones Sustainability World Index for the sixth consecutive year. We have received numerous awards and recognition for being a leader in sustainability and encourage you to read more about our commitment to responsible business practices in our Oshkosh Corporation Sustainability Report. We are not including the information contained in that report as a part of, or incorporating it by reference into, this Proxy Statement.

​OSHKOSH CORPORATION | 2025 PROXY STATEMENT​​3​

SHAREHOLDER ENGAGEMENT

We are proud of our frequent and active shareholder engagement. In 2024, we continued our investor outreach throughout the year by participating in numerous investor conferences and investor meetings. A summary of in-person and virtual outreach in 2024 is listed below:

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participated in 14 investor conferences

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hosted five investor visits to Oshkosh facilities

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participated in six non-deal roadshows: five in the United States and one in Europe

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held discussions with investors at tradeshows and other events

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completed an investor perception study consisting of in-depth interviews of more than 25 current and prospective shareholders

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conducted more than 360 total company discussions with shareholders and prospective shareholders

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Our team uses a purposeful and deliberate approach to build better lines of communication between investors and management.

As we continue our efforts to build and strengthen our relationships with the investment community, we encourage you to contact us via any of the methods below:

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​WRITE​​​CALL​​​EMAIL​​​ATTEND EVENTS​
​Corporate Secretary Oshkosh Corporation1917 Four Wheel DriveOshkosh, WI 54902​​​Investor Relations +1 920.502.3059​​​ir@oshkoshcorp.com​​​https://investors.oshkoshcorp.com/events-and-presentations/default.aspx Please also visit www.oshkoshcorp.com for a regularly updated list of shareholder events.​
​OSHKOSH CORPORATION | 2025 PROXY STATEMENT​​4​

Forward-Looking Statements

This Proxy Statement contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Proxy Statement, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, are forward-looking statements. When used in this Proxy Statement, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project,” “confident” or “plan” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the cyclical nature of the Company’s access equipment, fire apparatus, refuse and recycling collection and air transportation equipment markets, which are particularly impacted by the strength of U.S. and European economies and construction seasons; the Company’s estimates of access equipment demand which, among other factors, is influenced by historical customer buying patterns and rental company fleet replacement strategies; the impact of orders and costs on the U.S. Postal Service contract; risks that a trade war and related tariffs could reduce the competitiveness of the Company’s products; the Company’s ability to increase prices to raise margins or to offset higher input costs; the Company’s ability to accurately predict future input costs associated with Defense contracts; the Company’s ability to attract and retain production labor in a timely manner; the Company’s ability to realize the anticipated benefits associated with the AeroTech acquisition; the strength of the U.S. dollar and its impact on Company exports, translation of foreign sales and the cost of purchased materials; the impact of severe weather, war, natural disasters or pandemics that may affect the Company, its suppliers or its customers; the Company’s ability to predict the level and timing of orders for indefinite delivery/indefinite quantity contracts with the U.S. federal government; budget uncertainty for the U.S. federal government, including risks of future budget cuts, the impact of continuing resolution funding mechanisms and the potential for shutdowns; the impact of any U.S. Department of Defense solicitation for competition for future contracts to produce military vehicles; risks related to the collectability of receivables, particularly for those businesses with exposure to construction markets; the cost of any warranty campaigns related to the Company’s products; risks associated with international operations and sales, including compliance with the Foreign Corrupt Practices Act; the Company’s ability to comply with complex laws and regulations applicable to U.S. government contractors; cybersecurity risks and costs of defending against, mitigating and responding to data security threats and breaches impacting the Company; the Company’s ability to successfully identify, complete and integrate other acquisitions and to realize the anticipated benefits associated with the same; and risks related to the Company’s ability to successfully execute on its strategic road map and meet its long-term financial goals. Additional information concerning these, and other factors is contained in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed on February 20, 2025. The Company assumes no obligation, and disclaims any obligation, to update information contained in this document Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.

​OSHKOSH CORPORATION | 2025 PROXY STATEMENT​​5​
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.