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SMITH A O CORP

For the period ended Apr 8, 2025. Filed Feb 27, 2025.

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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.

Apr 8, 2025 · Filed Feb 27, 2025

AOS$64.55-3.0%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

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Filed by a party other than the Registrant

☐

Check the appropriate box:

Preliminary Proxy Statement

☐Confidential, for the 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

(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 the appropriate box):

☒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.

DEAR FELLOW A. O. SMITH STOCKHOLDER: We are pleased to invite you to our Annual Meeting of Stockholders, to be held on Tuesday, April 8, 2025, at 8:00 a.m. Eastern Daylight Time. This year’s Annual Meeting will be held at the National Association of Manufacturers, 733 10th Street NW, Suite 700, Washington, D.C. The attached Notice of our 2025 Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business we will address at the meeting. You can also review our 2024 Annual Report, which incorporates our Form 10-K, to learn more about our financial performance. As we closed the year and turned into 2025, we reflected on our year-long celebration of 150 years in business. Across our global locations, we came together to celebrate 150 years of growth and innovation, built upon an unwavering commitment to integrity toward our employees, customers and stockholders. I want to thank our employees worldwide for living our values every day and their dedication to drive financial performance. Thank you for being a stockholder and for your ongoing support of our company. We hope you will attend the Annual Meeting of Stockholders. Whether or not you choose to attend, your vote is important. We encourage you to sign and return your proxy or vote by telephone or through the Internet as soon as possible so that your shares will be represented and voted at the meeting. Even if you submit a proxy, you can revoke it at any time before the meeting if you choose to attend and vote during the meeting. Sincerely, Kevin J. Wheeler Chairman and Chief Executive Officer

NOTICE OF 2025 ANNUAL MEETING

OF STOCKHOLDERS

The 2025 Annual Meeting of Stockholders of A. O. Smith Corporation will be held at the National Association of Manufacturers, 733 10th Street NW, Suite 700, Washington, D.C., on Tuesday, April 8, 2025, at 8:00 a.m. Eastern Daylight Time (EDT) for the following purposes:

(1)To elect our Board of Directors;
(2)To approve, by advisory vote, the compensation of our named executive officers;
(3)To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
(4)To consider a stockholder proposal, if properly presented at the meeting, requesting a Board report on our hiring practices with respect to formerly incarcerated people; and
(5)To consider and act upon such other business as may properly come before the Annual Meeting.

Stockholders of record as of February 18, 2025, are entitled to attend and vote at the Annual Meeting. The list of stockholders entitled to vote at the meeting will be available by appointment at our offices at 11270 West Park Place, Milwaukee, Wisconsin, as of March 28, 2025, for examination by stockholders.

All stockholders mustpre-register to attend the Annual Meeting of Stockholders of A. O. Smith Corporation. Topre-register, please contact us by email at jstern@aosmith.com or by telephone at 414-359-4000 and provide your name, address, telephone number and indicate that you plan to attend the Annual Meeting. We will respond to allpre-registration requests and will maintain a list of verified stockholders at the Annual Meeting. In addition to ownership confirmation, youmust also present a government-issued photo identification showing your name, address and signature for admission. Annual Meetingpre-registration requests must be received by the end of business on Friday, April 4, 2025.

By Order of the Board of Directors,

James F. Stern

Executive Vice President,

General Counsel and Secretary

11270 West Park Place

Milwaukee, WI 53224

Meeting Information

Time: 8:00 a.m. (EDT)

Place: National Association of Manufacturers 733 10th Street NW, Suite 700 Washington, D.C.

Whether or not you plan to attend the meeting, we encourage you to vote your shares. You may vote your shares over the Internet, as we describe in the accompanying materials and the Important Notice Regarding the Availability of Proxy Materials. As an alternative, if you received a paper copy of the Proxy Card by mail, you may sign, date and mail the Proxy Card in the envelope provided or use the toll-free telephone number on the Proxy Card. No postage is necessary if mailed in the United States. Voting over the Internet, voting via the toll-free telephone number or mailing a Proxy Card will not limit your right to attend and vote at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON APRIL 8, 2025:

The Notice of 2025 Annual Meeting of Stockholders, this Proxy Statement and our 2024 Annual Report are also available atwww.proxydocs.com/aos.

PROXY STATEMENT FOR 2025 ANNUAL MEETING

TABLE OF CONTENTS

GENERAL INFORMATION1
PRINCIPAL STOCKHOLDERS4
ELECTION OF DIRECTORS5
GOVERNANCE OF OUR COMPANY12
The Board of Directors12
Director Independence and Financial Literacy12
Board Composition13
Board Information and Stockholder Communications14
Procedure for Review of Related Party Transactions14
Potential Director Candidates15
Board Committees16
Audit Committee16
Personnel and Compensation Committee17
Nominating and Governance Committee18
Our Leadership Structure18
Consideration of Risk20
Cybersecurity Risk Assessment and Oversight21
Insider Trading Compliance Policy21
Our Commitment to Corporate Responsibility and Sustainability22
Public Policy and Regulatory Advocacy23
DIRECTOR COMPENSATION24
STOCK OWNERSHIP26
Security Ownership of Directors and Management26
EXECUTIVE COMPENSATION27
Compensation Discussion and Analysis27
Summary Compensation Table41
Components of 2024 All Other Compensation42
Grants of Plan-Based Awards43
Outstanding Equity Awards at December 31, 202445
Option Exercises and Stock Vested46
Pension Benefits46
Non-qualified Deferred Compensation47
Termination of Employment and Change in Control Arrangements48
REPORT OF THE PERSONNEL AND COMPENSATION COMMITTEE52
PAY VERSUS PERFORMANCE DISCLOSURE53
PAY RATIO DISCLOSURE58
ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS59
REPORT OF THE AUDIT COMMITTEE60
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM62
REPORT OF THE NOMINATING AND GOVERNANCE COMMITTEE63
DATES FOR STOCKHOLDER PROPOSALS64
STOCKHOLDER PROPOSAL REQUESTING A BOARD REPORT ON OUR HIRING PRACTICES WITH RESPECT TO FORMERLY INCARCERATED PEOPLE65

PROXY STATEMENT

2025 ANNUAL MEETING

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.