Twin Disc, Incorporated filed a Form 8-K on November 2, 2026, reporting the voting results from its Annual Meeting of Shareholders held on October 29, 2026, and disclosing restricted stock awards made to non-employee directors on the same date.

Key Highlights

  • Director elections: Michael Doar received 10,627,265 votes for (91.10%) and Michael C. Smiley received 11,489,802 votes for (98.57%), both elected to serve until the 2029 Annual Meeting.
  • Say-on-pay approved: Shareholders cast 11,178,151 votes for and 147,099 votes against the advisory compensation vote on Named Executive Officers.
  • Auditor ratified: RSM US LLP was ratified as independent registered public accounting firm for the fiscal year ending June 30, 2027, with 12,846,700 votes for and 22,151 votes against.
  • Omnibus Plan approved: Shareholders approved the Amended and Restated 2021 Omnibus Incentive Plan with 11,365,983 votes for and 278,455 votes against.
  • Director restricted stock: Each continuing non-employee director received 3,831 shares of Restricted Stock on October 29, 2026, representing approximately 57% of their annual Board retainer, exclusive of Committee chair fees.

Twin Disc Annual Meeting Results and Non-Employee Director Stock Awards

According to the filing, the Annual Meeting of Shareholders of Twin Disc, Incorporated (NASDAQ:TWIN) was held on October 29, 2026, at which four proposals were submitted to shareholders. Under Proposal No. 1, Michael Doar and Michael C. Smiley were each elected to serve on the Board of Directors until the 2029 Annual Meeting of Shareholders, or until their successors are duly elected and qualified. Doar received 10,627,265 votes for and 1,038,485 votes withheld, while Smiley received 11,489,802 votes for and 166,948 votes withheld. Broker non-votes of 1,214,075 were recorded for both nominees and were excluded from the percentage calculations.

The filing reported that shareholders approved the advisory vote on Named Executive Officer compensation (Proposal No. 2) with 11,178,151 votes for, 147,099 votes against, 340,500 abstentions, and 1,214,075 broker non-votes. The company disclosed it intends to continue providing such an advisory vote on an annual basis until the next required non-binding advisory vote on the frequency of such votes. RSM US LLP was ratified as the company's independent registered public accounting firm for the fiscal year ending June 30, 2027 (Proposal No. 3), with 12,846,700 votes for, 22,151 against, and 10,975 abstentions; the filing noted no broker non-votes applied to this proposal.

Shareholders also approved the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan (Proposal No. 4) with 11,365,983 votes for, 278,455 against, 21,312 abstentions, and 1,214,075 broker non-votes. Separately, the filing disclosed that on October 29, 2026, each continuing non-employee director received 3,831 shares of Restricted Stock under the Omnibus Plan, with the company entering into a Restricted Stock Agreement with each such director. A form of the agreement was attached as Exhibit 10.1.

What Was Disclosed

Twin Disc reported shareholder voting outcomes for four proposals at its October 29, 2026 Annual Meeting, including director elections, an advisory compensation vote, auditor ratification, and approval of an amended incentive plan, along with restricted stock grants to non-employee directors.