UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C
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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 x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material under §240.14a-12 Oshkosh Corporation (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): x No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Advancing Together Proxy Statement & Notice of 2021 Annual Meeting of Shareholders February 2, 2021 Our MOVE strategy MARKET LEADER DELIGHTING CUSTOMERS Grow profitably by maintaining intense focus on customer experience OPTIMIZE COST AND CAPITAL STRUCTURE Optimize our costs and capital structure to provide value for customers and shareholders EMERGING MARKET EXPANSION Drive international growth in targeted geographies VALUE INNOVATION Lead in innovation over the product life cycle Dear Fellow Oshkosh Corporation Shareholder: December 18, 2020 For 103 years, we have consistently risen to the occasion, persevering through challenges to deliver on our unwavering purpose to make a difference in peoples’ lives. Guided by our core values: (1) We put people first; (2) We persevere; (3) We do the right thing; and (4) We are better together - our team once again rose to the occasion in fiscal 2020, working tirelessly to navigate the disruptive nature of a global pandemic and a dynamic social and political environment. In the process, we leveraged our strong People First culture by investing in the safety, wellbeing, and personal and professional development of team members, as well as diversity and inclusion. Our People First culture, combined with our integrated operating approach, allowed us to deliver solid financial results taking into account the challenges of the COVID-19 pandemic on our operations and amidst the pandemic-induced downturn. Our procurement team was instrumental in helping ensure business continuity across the globe during the height of the COVID-19 disruption. Above all, we focused on the health and safety of our team members, implementing safe work practices to control the spread of the COVID-19 virus and allowing our critical businesses to remain operational. As a result of these efforts, we delivered solid results including $6.9 billion in revenue and earnings per share of $4.72. We believe this performance represents a new benchmark for our performance during a downturn. Through this unprecedented year, our Board remained focused on delivering shareholder value today and into the future. Following our November Board meeting, and as a result of our thoughtful and robust succession planning process, we announced a transition of leadership from Wilson Jones, our current Chief Executive Officer, to John Pfeifer, effective April 2, 2021. Over the last five years, Wilson has led our Company through numerous milestones, achieving growth and delivering value to our shareholders. He instituted our People First culture – empowering team members, inspiring collaboration and prioritizing personal and professional development across the organization. I want to thank Wilson for his strong leadership and contributions to our Company. John Pfeifer is a talented individual and proven leader, and the Board is confident that he is the right person to drive sustainable value creation as our next Chief Executive Officer. Beginning in April 2021, John will be the steward of our People First culture, and under his leadership, we will continue to drive innovation, serve our customers and advance our business around the world. We have strong corporate governance practices and a record of accountability. Our Board consists of directors from diverse backgrounds who are uniquely qualified to engage and advise our Company’s leadership team as we work together to maximize long-term shareholder value. On behalf of the Board and all Oshkosh Corporation team members, thank you for your continued support of, and confidence in, Oshkosh Corporation. Sincerely, Stephen D. Newlin Chairman of the Board OSHKOSH CORPORATION 2020 Proxy Statement Notice of Annual Meeting of Shareholders December 18, 2020 Due to concerns relating to the COVID-19 pandemic, and to support the health and wellbeing of our team members and shareholders, Oshkosh will hold a virtual Annual Meeting on February 2, 2021. How to attend the 2021 virtual Annual Shareholders’ Meeting This year’s Annual Meeting will be virtual and held online via live webcast. To attend the Annual Meeting and examine our list of shareholders, you will need to visit www. virtualshareholdermeeting.com/OSK2021, and you will be required to enter the control number on your proxy card or voting instruction form. Your vote is very important. Even if you plan to attend the virtual Annual Meeting, please vote your shares as soon as possible, either online or by phone as directed in the Notice of Internet Availability of Proxy Materials or by returning a completed proxy card in the envelope provided. Even if you vote in advance, you are still entitled to attend and vote at the Annual Meeting. If you vote at the Annual Meeting, that vote will have the effect of revoking any prior vote. By Order of the Board of Directors, Ignacio A. Cortina Executive Vice President, General Counsel and Secretary Mailing the signed proxy or voting instruction form Virtual Annual Meeting Internet at www.proxyvote.com Toll-free from the United States or Canada to 1-800-690-6903 OSHKOSH CORPORATION 2020 Proxy Statement MEETING INFORMATION February 2, 2021 8:00 a.m. (Central Standard Time) Virtual Meeting www.virtualshareholdermeeting. com/OSK2021 AGENDA: 1. To elect 10 directors; 2. To ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending September 30, 2021; 3. To approve, by advisory vote, the compensation of our named executive officers; 4. To vote on a shareholder proposal regarding shareholder proxy access; and 5. To consider and act on such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Table of Contents PROXY STATEMENT SUMMARY ................................................................................... 1 PROPOSAL 1: ELECTION OF DIRECTORS............................................................................ 6 DIRECTOR COMPENSATION .................................................................................... .15 GOVERNANCE OF THE COMPANY ................................................................................. 17 PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR FOR FISCAL 2021 .......................... 24 STOCK OWNERSHIP ........................................................................................... 26 COMPENSATION DISCUSSION AND ANALYSIS ..................................................................... 28 Executive Summary....................................................................................... 28 Introduction and Overview ............................................................................... 28 Oshkosh Strengths, Strategy and Fiscal 2020 Highlights ..................................................... 28 Pay for Performance ..................................................................................... 29 Say-on-Pay and Preview to Fiscal 2021 Compensation ....................................................... 30 Human Resources Committee Oversight Responsibilities ..................................................... 30 Compensation Philosophy and Objectives ................................................................... .31 Annual Compensation Program Design Review ............................................................... 32 Determining Pay Levels.................................................................................... 32 Compensation Decisions for Fiscal 2020 .................................................................... 32 Base Salary ............................................................................................. 32 Annual Cash Incentive Awards ............................................................................ 33 Annual Cash Incentive Awards – Operating Income and Fiscal 2020 Results .................................... 34