Allison Transmission Holdings Inc

For the period ended May 7, 2025. Filed Mar 26, 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.

May 7, 2025 · Filed Mar 26, 2025

ALSN$116.88+0.4%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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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 under §240.14a-12

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

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

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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

Letter from our Chair, President and Chief Executive Officer

Dear Fellow Stockholder:

I am pleased to present the 2025 Allison Transmission Holdings, Inc., or Allison, proxy statement, which contains information about Allison’s strategic direction, corporate responsibility and sustainability efforts, executive compensation, governance and Board of Directors’ composition. It is my pleasure, along with our Board of Directors, or Board, to invite you to the 2025 annual meeting of stockholders, or the Annual Meeting, of Allison. This year’s Annual Meeting will be held on Wednesday, May 7, 2025 at 10:00 a.m. Eastern Time in a virtual format only, via live webcast at www.virtualshareholdermeeting.com/ALSN2025. There will not be a physical location for our Annual Meeting, and you will not be able to attend the meeting in person.

You will find information regarding the business to be conducted at the Annual Meeting in the attached Notice of 2025 Annual Meeting of Stockholders and Proxy Statement, including information you should consider when you vote your shares. We are sending substantially all of our stockholders a Notice of Internet Availability of Proxy Materials, our 2024 Annual Report to Stockholders and other proxy materials via the Internet. This electronic process gives you fast, convenient access to the materials, diminishes our impact on the environment and reduces our printing and mailing costs. A paper copy of these materials can be requested using one of the methods described in the materials.

Whether or not you plan to attend the Annual Meeting, your vote is important, and we encourage you to vote promptly. You may vote your shares by telephone, via the Internet or, if you received a paper copy of the proxy materials, by signing, dating and returning your proxy card or voting instruction form.

Our Board unanimously recommends that you vote:

(1)	“FOR” the election of the nine director nominees named in this proxy statement;

(2)	“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025;

(3)	“FOR” the approval of the amendment to the Allison Transmission Holdings, Inc. Second Amended and Restated Certificate of Incorporation to provide for exculpation of officers;

(4)	“FOR” the approval of, in an advisory non-binding vote, the compensation paid to our named executive officers; and

(5)	For the option of every “1 YEAR” as the frequency of future advisory votes on the compensation paid to our named executive officers.

Allison achieved record revenues of $3.2 billion in 2024 led by robust demand in our North America On-Highway end market, which was up 15 percent year-over-year, driven by strength in demand for Class 8 vocational and medium-duty trucks and price increases, record revenue in our Outside North America On-Highway end market, and strength in our Defense end market, which was up 28 percent year-over-year. We also continued to invest in product development and innovations across our product portfolio to advance the next generation of commercial duty vehicle propulsion technologies that will improve fuel efficiency and facilitate the transition to zero emissions. Finally, we returned capital to our stockholders in 2024 by increasing our quarterly dividend for the fifth consecutive year, repurchasing over $250 million of our shares of common stock, representing over 3 percent of our shares of common stock outstanding as of December 31, 2023, and paying down $101 million of existing term loan debt.

I appreciate your continued interest in and support of our Company and look forward to speaking to you at the Annual Meeting.

Sincerely,

David S. Graziosi

Chair, President and Chief Executive Officer

Notice of 2025 Annual Meeting of Stockholders

Wednesday, May 7, 2025

10:00 AM Eastern Time

To be held virtually at www.virtualshareholdermeeting.com/ALSN2025

Record Date

March 10, 2025

Items of Business

(1)	To elect nine directors to serve until the 2026 annual meeting of stockholders;

(2)	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025;

(3)	To approve the amendment to our Second Amended and Restated Certificate of Incorporation to provide for exculpation of officers;

(4)	An advisory non-binding vote to approve the compensation paid to our named executive officers;

(5)	An advisory non-binding vote on the frequency of future advisory votes on the compensation paid to our named executive officers; and

(6)	To transact other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof.

Our Board unanimously recommends that you vote:

(1)	“FOR” the election of each of the nine director nominees named in this proxy statement;

(2)	“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025;

(3)	“FOR” the approval of the amendment to our Second Amended and Restated Certificate of Incorporation to provide for exculpation of officers;

(4)	“FOR” the approval of, in an advisory non-binding vote, the compensation paid to our named executive officers; and

(5)	For the option of every “1 YEAR” as the frequency of future advisory votes on the compensation paid to our named executive officers.

Admission

In order to attend the Annual Meeting, please visit www.virtualshareholdermeeting.com/ALSN2025 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials or on your proxy card or voting instruction form. Online access to the Annual Meeting will begin at 9:45 a.m. Eastern Time on May 7, 2025 to allow time to log-in and test your device’s audio system. We encourage you to access the Annual Meeting in advance of the designated start time.

Voting

Your Vote is Important. Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares via the Internet, by telephone, or, if you received a paper copy of the proxy materials, by signing, dating and returning the accompanying proxy card or voting instruction form, will save the expense and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares online during the live webcast of the Annual Meeting, as your proxy is revocable at your option.

On or about March 26, 2025, we will mail to our stockholders either (1) a copy of this proxy statement, a proxy card and our 2024 Annual Report to Stockholders, or (2) a Notice of Internet Availability of Proxy Materials, which will indicate how to access our proxy materials and vote via the Internet.

The Notice of Internet Availability of Proxy Materials, proxy statement, form of proxy card and our 2024 Annual Report to Stockholders are available at www.proxyvote.com.

The accompanying proxy statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying proxy statement carefully and in its entirety.

By order of the Board of Directors

Preston B. Ray

Executive Director, Deputy General Counsel & Secretary

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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.