---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-029659"
form_type: "8-K"
ticker: "TWIN"
cik: "0000100378"
company_name: "TWIN DISC INC"
filed_at: "2023-11-01T23:59:59+00:00"
generated_at: "2026-06-09T01:42:37.368436+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.25
confidence: "high"
source: SEC EDGAR
---

# Twin Disc shareholders elect directors, approve executive compensation, ratify auditor; board receives restricted stock

## Summary
- At Oct 26 annual meeting, Michael Doar (93.15%) and Michael Smiley (97.92%) elected as directors.
- Advisory vote on named executive officer compensation passed (9,934,309 for; 135,260 against).
- Shareholders ratified RSM US LLP as independent auditor for FY2024 (11,280,203 for; 36,822 against).
- Non-employee directors each received 5,397 restricted shares (~54% of annual retainer) under 2020 Stock Plan.
- Advisory vote on frequency of say-on-pay favored 1 year (9,523,625 votes).

## SEC filing metadata
- accession: 0001437749-23-029659
- form_type: 8-K
- ticker: TWIN
- cik: 0000100378
- company_name: TWIN DISC INC
- filed_at: 2023-11-01T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.25
- confidence: high
- sec_items: 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/100378/000143774923029659/0001437749-23-029659-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/100378/000143774923029659/twin20231031_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-029659
- JSON: https://secwatch.observer/filing/0001437749-23-029659.json
- Plain text: https://secwatch.observer/filing/0001437749-23-029659.txt

## Key facts
- Shareholder Votes
  TWIN DISC INC shareholders approved Advisory Vote on the Compensation of the Company’s Named Executive Officers at the 2023-10-26 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-10-26
  source text: Proposal No. 2 – Advisory Vote on the Compensation of the Company ’ s Named Executive Officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/100378/000143774923029659/0001437749-23-029659-index.htm
- Shareholder Votes
  TWIN DISC INC shareholders approved Advisory Vote on the Frequency of the vote on Compensation of the Company’s Named Executive Officers at the 2023-10-26 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-10-26
  source text: Proposal No. 3 – Advisory Vote on the Frequency of the vote on Compensation of the Company ’ s Names Executive Officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/100378/000143774923029659/0001437749-23-029659-index.htm
- Shareholder Votes
  TWIN DISC INC shareholders approved Appointment of RSM US LLP as Independent Registered Public Accounting Firm at the 2023-10-26 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-10-26
  source text: Proposal No. 4 – Appointment of RSM US LLP as Independent Registered Public Accounting Firm.
  evidence_url: https://www.sec.gov/Archives/edgar/data/100378/000143774923029659/0001437749-23-029659-index.htm
- Shareholder Votes
  TWIN DISC INC shareholders approved Election of Directors at the 2023-10-26 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-10-26
  source text: The shareholders of the Company elected each of the Director nominees proposed by the Company’s Board of Directors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/100378/000143774923029659/0001437749-23-029659-index.htm

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