---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-22-025122"
form_type: "8-K"
ticker: "TWIN"
cik: "0000100378"
company_name: "TWIN DISC INC"
filed_at: "2022-10-31T23:59:59+00:00"
generated_at: "2026-06-22T21:13:18.877189+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Twin Disc Reports Annual Meeting Results, Elects Directors and Approves Executive Compensation

## Summary
- Shareholders elected John H. Batten, Juliann Larimer, and Kevin M. Olsen as directors with over 97% votes for each.
- Advisory vote on named executive officer compensation passed with 10,038,301 votes for, 133,808 against, and 460,820 abstentions.
- Ratification of RSM US LLP as independent auditor for fiscal 2023 received 11,675,287 votes for, 59,905 against.
- Non-employee directors each received 6,443 shares of restricted stock under the 2020 Stock Incentive Plan, representing about 48% of annual retainer.

## SEC filing metadata
- accession: 0001437749-22-025122
- form_type: 8-K
- ticker: TWIN
- cik: 0000100378
- company_name: TWIN DISC INC
- filed_at: 2022-10-31T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/100378/000143774922025122/0001437749-22-025122-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/100378/000143774922025122/twin20221029_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-22-025122
- JSON: https://secwatch.observer/filing/0001437749-22-025122.json
- Plain text: https://secwatch.observer/filing/0001437749-22-025122.txt

## Key facts
- Shareholder Votes
  TWIN DISC INC shareholders approved Election of Directors at the 2022-10-27 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2022-10-27
  source text: Proposal No. 1 – Election of Directors. The shareholders of the Company elected each of the Director nominees proposed by the Company’s Board of Directors. Messrs. Batten and Olsen and Ms. Larimer were elected to serve until the 2025 Annual Meeting of Shareholders or until their successor is duly elected and qualified. The following is a breakdown of the voting results: Votes For Percent(1) Votes Withheld Percent(1) Broker Non- Votes John H. Batten 10,327,183 97.12 % 305,747 2.88 % 1,131,162 Juliann Larimer 10,405,682 97.86 % 227,248 2.14 % 1,131,162 Kevin M. Olsen 10,409,482 97.90 % 223,448 2.10 % 1,131,162
  evidence_url: https://www.sec.gov/Archives/edgar/data/100378/000143774922025122/0001437749-22-025122-index.htm
- Shareholder Votes
  TWIN DISC INC shareholders approved Appointment of RSM US LLP as Independent Registered Public Accounting Firm at the 2022-10-27 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2022-10-27
  source text: Proposal No. 3 – Appointment of RSM US LLP as Independent Registered Public Accounting Firm. The shareholders of the Company ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023. Because brokers holding shares are permitted to vote on this proposal without specific instruction from the beneficial owners of such shares, there are no “broker non-votes” for this proposal. The following is a breakdown of the voting results: Votes For Votes Against Abstentions 11,675,287 59,905 28,900
  evidence_url: https://www.sec.gov/Archives/edgar/data/100378/000143774922025122/0001437749-22-025122-index.htm
- Shareholder Votes
  TWIN DISC INC shareholders approved Advisory Vote on the Compensation of the Company’s Named Executive Officers at the 2022-10-27 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2022-10-27
  source text: Proposal No. 2 – Advisory Vote on the Compensation of the Company ’ s Named Executive Officers. In an advisory vote, the shareholders of the Company approved the compensation of the Company’s Named Executive Officers. The Company includes such an advisory vote on the Company’s Named Executive Officer compensation in its proxy materials every year, and intends to continue to provide such an advisory vote on an annual basis until the next required non-binding advisory vote on the frequency of such votes on executive compensation. The following is a breakdown of the voting results: Votes For Votes Against Abstentions Broker Non-Votes 10,038,301 133,808 460,820 1,131,162
  evidence_url: https://www.sec.gov/Archives/edgar/data/100378/000143774922025122/0001437749-22-025122-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.