Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Shareholders for Twin Disc, Incorporated held on October 30, 2025. The filing details the voting results for director elections, executive compensation, and auditor ratification, as well as the issuance of restricted stock to non-employee directors.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Voting Results
The following matters were submitted to shareholders and approved:
- Election of Directors: Three nominees were elected to serve until the 2028 Annual Meeting.
- John H. Batten: 98.36% For
- Juliann Larimer: 97.32% For
- Kevin M. Olsen: 97.06% For
- Executive Compensation Advisory Vote: Shareholders approved the compensation of Named Executive Officers with 10,107,525 votes For versus 228,395 votes Against.
- Auditor Ratification: Shareholders ratified the appointment of RSM US LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026. The vote was 12,295,323 For versus 53,916 Against.
Outlook, Risks, and Unusual Items
Director Compensation: On October 30, 2025, each non-employee director received 5,378 shares of Restricted Stock under the 2021 Omnibus Incentive Plan. This award represents approximately 55% of their annual Board retainer (excluding Committee chair fees).
Forward-Looking Statements: The filing includes standard disclaimers regarding forward-looking statements, noting that actual results may differ materially due to known and unknown risks and uncertainties. The company undertakes no obligation to update these statements.
Investor Verification Checklist
- Verify the tenure of the newly elected directors (John H. Batten, Juliann Larimer, Kevin M. Olsen) through the 2028 Annual Meeting.
- Confirm the engagement of RSM US LLP as the independent auditor for the fiscal year ending June 30, 2026.
- Review the terms of the Restricted Stock Agreement (Exhibit 10.1) regarding the 5,378 shares issued to non-employee directors.
- Note that this filing contains no financial results; refer to the most recent 10-K or 10-Q for financial performance data.