UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  May 5, 2026

 

 

Oshkosh Corporation

(Exact name of registrant as specified in its charter)

 

 

Wisconsin		1-31371		39-0520270
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1917 Four Wheel Drive Oshkosh, Wisconsin		54902
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (920) 502-3400

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425, under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12, under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b), under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c), under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock ($0.01 par value)		OSK		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

Oshkosh Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on May 5, 2026. On May 5, 2026, the independent inspector of elections for the Annual Meeting delivered its final tabulation of voting results for each of the matters submitted to a vote at the Annual Meeting, certifying the voting results set forth below.

 

The Company’s shareholders elected the following directors for terms expiring at the Company’s 2027 Annual Meeting of Shareholders by the votes indicated:

 

Nominee		Shares Voted For		Shares Withheld		Broker Non-Votes
Keith J. Allman		54,157,278		480,562		3,663,969
William J. Burns		54,412,657		225,183		3,663,969
Annette K. Clayton		54,320,816		317,024		3,663,969
Douglas L. Davis		54,120,667		517,173		3,663,969
Tyrone M. Jordan		51,266,585		3,371,255		3,663,969
Kimberley Metcalf-Kupres		54,008,424		629,416		3,663,969
Duncan J. Palmer		53,601,919		1,035,921		3,663,969
David G. Perkins		54,334,639		303,201		3,663,969
John C. Pfeifer		51,506,952		3,130,888		3,663,969
Sandra E. Rowland		54,398,404		239,436		3,663,969

 

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the votes indicated:

 

Shares Voted For		Shares Voted Against		Abstentions
57,154,146		1,091,075		56,588

 

The Company’s shareholders approved a resolution approving, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section and compensation tables contained in the Company’s proxy statement for the Annual Meeting by the votes indicated:

 

Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
52,762,283		1,755,232		120,325		3,663,969

 

The Company’s shareholders voted to reject a shareholder proposal on the subject of directors who fail to obtain majority vote by the votes indicated:

 

Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
8,771,835		45,699,145		166,860		3,663,969

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	OSHKOSH CORPORATION
Date: May 8, 2026	By:	/s/ Ignacio A. Cortina
		Ignacio A. Cortina
		Executive Vice President, Chief Legal and Administrative Officer and Secretary