DEF: Oshkosh Corp. Sets 2026 Annual Meeting, Reviews 2025 Performance

Oshkosh Corporation announced details for its 2026 Annual Meeting, reflecting on solid 2025 financial results despite market challenges and outlining governance proposals.

Summary

• The 2026 Annual Meeting of Shareholders is scheduled for May 5, 2026, at 8:00 a.m. CDT, to be held virtually.
• The meeting agenda includes the election of ten directors, ratification of Deloitte & Touche LLP as the independent auditor for 2026, an advisory vote on executive compensation, and a vote on a shareholder proposal regarding directors who fail to obtain a majority vote.
• In 2025, Oshkosh generated $10.4 billion in revenue, a 2.9% decrease compared to 2024, and achieved $939.5 million in operating income, a 7.0% year-over-year decrease.
• Diluted earnings per share for 2025 was $10.02.
• Net cash from operating activities increased by 42% to $783.4 million in 2025 from $550.1 million in 2024.
• The company returned $408.4 million in cash to shareholders in 2025 through dividends and share repurchases, a 73% increase from $236.0 million in 2024.
• An 11.8% increase in the quarterly dividend rate from $0.51 to $0.57 per share was announced on January 29, 2026, marking the 12th consecutive year of double-digit percentage increases.
• Oshkosh ended 2025 with a strong backlog of $14.2 billion, providing good visibility into 2026.
• Key highlights for 2025 include record revenues for the Vocational segment, increased production of the Next Generation Delivery Vehicle (NGDV), securing important defense contracts, launching new products like the JLG Micro-Sized series of scissor lifts, and expanding ClearSky Smart Fleet to over 150,000 connected assets.
• The company continued to invest in technology focus areas such as robotics, autonomy, artificial intelligence (AI), connectivity, and electrification.
• Oshkosh was named to the Dow Jones Sustainability World Index for the seventh consecutive year and Ethisphere's list of World's Most Ethical Companies for the tenth consecutive year.
• The Board recommends voting FOR all director nominees, FOR the ratification of Deloitte & Touche LLP, FOR the advisory approval of executive compensation, and AGAINST the shareholder proposal on directors failing majority votes.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as generally positive, highlighting strong cash generation, increased shareholder returns, and a robust backlog, despite a slight decline in revenue and operating income attributed to external market conditions. The company's strategic initiatives and strong governance practices are also positive indicators.

Positives

• Net cash from operating activities significantly increased by 42% to $783.4 million in 2025.
• Cash returned to shareholders through dividends and share repurchases rose by 73% to $408.4 million in 2025.
• The quarterly dividend rate increased by 11.8% from $0.51 to $0.57 per share, marking the 12th consecutive year of double-digit percentage increases.
• A strong backlog of $14.2 billion at the end of 2025 provides good revenue visibility into 2026.
• The Vocational segment achieved record revenues in 2025 due to robust demand for fire apparatus and airport products.
• Increased production of the Next Generation Delivery Vehicle (NGDV) is improving daily lives for thousands of U.S. postal workers.
• Secured important defense contracts, including a three-year sole source extension for the Family of Medium Tactical Vehicles program and a direct commercial sale for Joint Light Tactical Vehicles with the Dutch Marine Corps.
• Launched innovative products such as the JLG Micro-Sized series of scissor lifts and ramped up the global launch of ClearSky Smart Fleet, now with over 150,000 connected assets.
• Continued investment in advanced technologies like robotics, autonomy, AI, connectivity, and electrification highlights technology leadership.
• Received significant recognition for sustainability (Dow Jones Sustainability World Index for 7th year) and ethics (Ethisphere's World's Most Ethical Companies for 10th year).
• Shareholders demonstrated strong support for the executive compensation program, with 92.8% of votes cast in favor at the 2025 Annual Meeting.
• All independent directors have met stock ownership guidelines or are within the five-year achievement period as of March 2, 2026.

Negatives

• Revenue decreased by 2.9% to $10.4 billion in 202025 compared to 2024.
• Operating income decreased by 7.0% to $939.5 million in 2025 compared to 2024.
• Performance in 2025 was impacted by a dynamic international trade environment, increased tariff costs, economic uncertainty, and more judicious spending by some customers.
• The Access segment's adjusted operating income of $518 million was below the target of $621 million for annual cash incentive awards in 2025.
• The Access segment's free cash flow conversion of 55.5% was below the target of 85.0% for annual cash incentive awards in 2025.
• No payout was achieved for sustainability performance share awards granted in 2023, as threshold performance for global female representation, U.S. BIPOC representation, and reduction in GHG emissions was not met.
• The Board recommends AGAINST a shareholder proposal concerning directors who fail to obtain a majority vote, indicating a point of disagreement with a shareholder.

Risks

• The cyclical nature of the company's access equipment, fire apparatus, refuse and recycling collection, and air transportation equipment markets, which are particularly impacted by the strength of U.S. and European economies and construction outlooks.
• The company's estimates of access equipment demand, influenced by historical customer buying patterns and rental company fleet replacement strategies.
• The ability to predict the level and timing of orders and costs on the U.S. Postal Service contract.
• Risks that trade wars and related tariffs could reduce the demand for or competitiveness of the company's products or cause inefficiencies in the supply chain.
• The ability to increase prices to raise margins or to offset higher input costs.
• The ability to achieve projected material and manufacturing efficiency savings.
• The ability to accurately predict future input costs associated with U.S. Department of Defense contracts.
• The ability to attract and retain production labor in a timely manner.
• The ability to increase production rates in its municipal fire apparatus and delivery vehicle businesses.
• The strength of the U.S. dollar and its impact on company exports, translation of foreign sales, and the cost of purchased materials.
• The impact of severe weather, war, natural disasters, or pandemics that may affect the company, its suppliers, or its customers.
• Budget uncertainty for the U.S. federal government, including risks of future budget cuts, the impact of continuing resolution funding mechanisms, or a prolonged federal government shutdown.
• The impact of any U.S. Department of Defense solicitation for competition for future contracts to produce military vehicles.
• Risks related to the collectability of receivables, particularly for those businesses with exposure to construction markets.
• The cost of any warranty campaigns related to the company's products.
• Risks associated with international operations and sales, including compliance with the Foreign Corrupt Practices Act.
• The ability to comply with complex laws and regulations applicable to U.S. government contractors.
• Cybersecurity risks and costs of defending against, mitigating, and responding to data security threats and breaches impacting the company.
• The ability to successfully identify, complete, and integrate acquisitions and to realize the anticipated benefits associated with the same.
• Risks related to the company's ability to successfully execute on its strategic road map and meet its long-term financial goals.

Future Outlook

Oshkosh Corporation maintains a positive long-term outlook, supported by strong market fundamentals, visibility provided by its backlogs, and an expanding portfolio of innovative products. The company plans for continued growth through 2028, focusing on reinvesting in core businesses, delivering returns to shareholders through dividends and share repurchases, and pursuing growth through strategic acquisitions. Strategic objectives will continue to influence decisions, emphasizing 'Innovate. Serve. Advance.'

Management Comments

• "Our performance reflects the impact of strategic actions we have taken in recent years to enhance resilience and operational success."
• "We maintain a positive long-term outlook, supported by market fundamentals that we believe are strong, visibility that our backlogs provide and an expanding portfolio of innovative products."
• "The 11.8% increase in our quarterly dividend rate... marks our 12th straight year of double-digit percentage increases... and reflects the confidence we have in our business model and our longer-term outlook."
• "We believe in putting people first, which means caring for our team members, customers and communities, and building a company that understands that prioritizing people will enable us to deliver our strategy of Innovate. Serve. Advance."
• "We believe our existing compensation program has been effective in motivating our key executives to achieve favorable performance and results for our Company, aligning compensation with our financial performance results, giving our executives an ownership interest in our Company so their interests are aligned with our shareholders, and enabling us to attract and retain talented executives whose services are in key demand in our industry and market sectors."

Industry Context

StockSavvy.ai notes that Oshkosh Corporation's continued investment in advanced technologies like electrification, autonomy, and AI aligns with broader industry trends towards smart, connected, and sustainable industrial solutions. The strong backlog and defense contracts suggest resilience in key sectors, while the slight revenue and operating income decline in 2025, attributed to a 'dynamic international trade environment' and 'economic uncertainty,' reflects a common challenge faced by global industrial companies navigating geopolitical and macroeconomic headwinds. The consistent recognition in sustainability indices positions Oshkosh favorably against competitors increasingly scrutinized for ESG performance.

Comparison to Industry Standards

• Oshkosh's 2025 revenue decrease of 2.9% and operating income decrease of 7.0% occurred amidst a 'dynamic international trade environment' and 'economic uncertainty,' which is consistent with broader challenges faced by global industrial manufacturers.
• The 66th percentile ranking for Relative Total Shareholder Return (TSR) and 74th percentile for Relative Return on Invested Capital (ROIC) for the 2023-2025 performance period, relative to the S&P MidCap 400 Index and a custom ROIC comparator group, indicates strong performance above the median for these key metrics.
• The ROIC comparator group for 2025 awards included companies in Industrial Machinery, Construction/Farm Machinery and Heavy Trucks, and Defense & Aerospace sectors, such as Dover Corporation, AGCO Corporation, and Textron Inc., suggesting Oshkosh is outperforming many peers in capital efficiency and shareholder returns.
• The 12th consecutive year of double-digit percentage increases in the quarterly dividend rate demonstrates a commitment to shareholder returns that is robust compared to many industrial peers.
• The $14.2 billion backlog at the end of 2025 provides a strong revenue pipeline, which is a positive indicator of future stability and growth compared to industry averages that may face more volatile order books.
• The failure to meet sustainability targets for global female representation, U.S. BIPOC representation, and GHG emissions for 2023 performance shares suggests areas where Oshkosh lags behind leading ESG benchmarks, despite overall recognition in sustainability indices.

Management Changes

Corporate Governance

Related Party Transactions

• The company's Code of Ethics requires prompt disclosure to the Chief Ethics and Compliance Officer, Chief Legal Officer, or the Chair of the Audit Committee of any proposed transaction or relationship that could create or appear to create a conflict of interest, with a firm bias against waivers of these restrictions. No specific related party transactions were detailed as having occurred or being proposed in this filing.

Stakeholder Impact

• Shareholders are directly impacted by the 11.8% increase in quarterly dividends and the 73% increase in cash returned through share repurchases, as well as the outcomes of executive compensation and board election proposals.
• Employees are impacted by the 'People First, Safety Always' culture, investments in development programs, comprehensive benefits, and talent management strategies, with a focus on engagement, safety, wellbeing, and development.
• Customers benefit from the company's commitment to innovative, purpose-built solutions, high product quality, lifecycle support, and enhanced fleet intelligence tools, as evidenced by new product launches and NGDV production.
• Suppliers may be impacted by the company's supply chain management and ability to predict input costs, particularly for defense contracts.
• Communities benefit from the Oshkosh team's donation of over 20,800 volunteer hours to local charities.
• Regulatory authorities are impacted by the company's adherence to SEC rules, NYSE listing standards, and U.S. government contractor regulations, which are central to its corporate governance and risk management frameworks.

Next Steps

• Elect ten directors at the 2026 Annual Meeting.
• Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
• Approve, by advisory vote, the compensation of named executive officers.
• Vote on a shareholder proposal on directors who fail to obtain a majority vote.
• Continue to reinvest in core businesses, deliver returns to shareholders through dividends and share repurchases, and pursue growth through strategic acquisitions.
• Continue to review and refine the shareholder engagement program.
• Continue to design and implement the executive compensation program and policies in line with the philosophy to promote favorable performance results and generate greater value for shareholders, focusing on 'Innovate. Serve. Advance.'

Key Dates

Recommendation

Oshkosh Corporation demonstrates resilience with strong cash flow and increased shareholder returns (dividends up 11.8%, buybacks up 73%) despite a 2.9% revenue and 7.0% operating income decline in 2025, attributed to external market challenges. The robust $14.2 billion backlog provides good future visibility. While some internal performance targets were missed (Access segment), overall executive incentive payouts were strong due to outperformance in relative TSR (66th percentile) and ROIC (74th percentile). StockSavvy.ai recommends a 'Hold' as the company navigates a dynamic environment with strategic investments and solid governance, but the revenue and operating income dip warrant caution against an immediate 'Buy' despite the positive cash and shareholder return metrics.

Keywords

Oshkosh Corporation, Proxy Statement, Annual Meeting, Executive Compensation, Corporate Governance, Financial Performance, Industrial Technology, Defense Contracts, NGDV, Electrification, Autonomy, AI, Sustainability, Dividends, Share Repurchases, Backlog, Risk Management