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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): November 22, 2024

AAON, INC.
(Exact name of Registrant as Specified in Charter) 
Nevada0-1895387-0448736
(State or Other Jurisdiction(Commission File Number: )(IRS Employer Identification No.)
of Incorporation)
2425 South Yukon Ave.,Tulsa,Oklahoma74107
(Address of Principal Executive Offices)(Zip Code)
 
(Registrant's telephone number, including area code): (918) 583-2266

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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockAAONNASDAQ




Item 5.02 Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Re-assignment of Certain Officers

Effective January 1, 2025, Rob Teis, Dave Benson, and Doug Wichman will each no longer serve as officers of AAON, Inc. (the “Company” or “AAON”) as a result of certain leadership structure changes, while each will continue serving the Company in the roles set forth below.

Mr. Teis will continue to serve in his role as Vice President of Business Technology, a position he has held since 2023. Prior to his promotion as Vice President of Business Technology, Mr. Teis served as Vice President of Sales and Marketing from 2022 to 2023, Director of Sales from 2017 to 2022, and Applied Equipment Sales Engineer for the Company for 15 years.

Mr. Benson will continue to serve the Company in his new role as AAON Fellow, Solution Sales. During 2024, Mr. Benson served as Vice President of the Company and as President of BASX, and prior thereto and as Co-Founder and Chairman of BASX from 2014 through 2023. From 1993 to 2014, Mr. Benson was President and Founder of Huntair, Inc., and before that held various executive roles in facilities and manufacturing.

Mr. Wichman will continue to serve the Company in his new role as Executive Director of Manufacturing. Mr. Wichman has been with the Company since 2013, most recently serving as President of AAON Coil Products since January 2023. Prior to that, he served as Executive Vice President of AAON Coil Products from 2022 to 2023. Additionally, he served as AAON’s Director of Manufacturing in Tulsa, and held several roles, including Plant Manager from 2017 to 2018, and Manufacturing Engineer from 2013 to 2017.

(c) Appointment of Certain Officers

On November 22, 2024, the Company announced its Board of Directors has made the following promotions, each effective January 1, 2025:

Stephen Wakefield, 48, has been appointed to the position of Executive Vice President of the Company & General Manager of the AAON products business unit. Prior to his promotion in 2023 to his current position of Vice President of the Company and Executive Vice President of the Company's wholly-owned subsidiary, AAON Inc. (an Oklahoma Corporation), Mr. Wakefield served as Vice President and Chief Operating Officer from 2020 to 2023, Vice President of Engineering from 2018 to 2020, Director of Engineering from 2017 to 2018, and prior to that held various engineering leadership roles in the Company for over 15 years.

Additionally, Matthew Shaub, 47, has been appointed to the position of Executive Vice President of the Company & General Manager of the BASX products business unit. Mr. Shaub joined the Company in January 2024 as Director of Product Management. Prior to joining the Company, Mr. Shaub served as Senior Vice President of Operations and Strategy of HB Global, LLC from 2020-2023, Vice President & General Manager (Commercial Ducted Systems) of Johnson Controls from 2019 to 2020, and prior to that held various leadership roles at Johnson Controls (York International) for over 19 years.

Furthermore, the Company has made the following title changes to current officers of the Company, each effective January 1, 2025:

Casey Kidwell, 47, the Company's Vice President of Administration since 2022, will become the Chief Administration Officer. Mr. Kidwell, joined the Company in 2021 as Director of Administration. Prior to joining the Company, he served almost 10 years in various roles at WPX Energy, including most recently as Human Resources Operations Manager.

Christopher Eason, 43, the Company's Chief Accounting Officer since 2021, will become the Principal Accounting Officer. Mr. Eason joined the Company in 2018 as Controller / Financial Reporting Manager. Prior to joining the Company, he served as a Senior Manager at Grant Thornton, LLP, where he had 13 years of experience in the assurance division. Mr. Eason is a licensed certified public accountant.



Messrs. Wakefield, Shaub, Kidwell, and Eason will each be eligible to participate in all elements of the Company’s executive compensation package as well as the Executive Severance Plan. The Company has not entered into employment agreements with either of Messrs. Wakefield, Shaub, Kidwell, and Eason in connection with their appointment to their respective positions. The Company's Executive Severance Plan is incorporated herein by reference to the exhibit to our Form 8-K dated July 30, 2024.

Messrs. Wakefield, Shaub, Kidwell, and Eason do not have any family relationships with any of the Company’s directors or officers and are not party to any transactions of the type listed in Item 404(a) of Regulation S-K. Mr. Wakefield's brother currently serves as a Mechanical Designer of AAON Inc. (an Oklahoma Corporation).

A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits
Exhibit NumberDescription
Press Release Announcing Executive Leadership Alignment Centered Around Leading Business Units
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.
AAON, INC.
Date: November 22, 2024By:/s/ Luke A. Bomer
Luke A. Bomer, Secretary


Exhibit 99.1
aaona01a.jpg

AAON Announces Executive Leadership Alignment
Centered Around Leading Business Units

TULSA, OK, November 22, 2024 – AAON, Inc. (NASDAQ: AAON) (“AAON” or the “Company”), is pleased to announce new alignment in its executive leadership structure as future opportunities emerge with the Company’s leading market brands, AAON and BASX. This new leadership structure will enable teams to better support the Company’s strategic growth, streamline processes, accelerate project delivery, and drive toward long-term stability.

“New opportunities are emerging as we significantly expand our production capacity and diversify our geographic footprint with the most recent news of our new Memphis facility. We’re at a defining moment and are ready to capitalize on market demands, said Matt Tobolski, President, and COO, “Our AAON product lines are at a top competitive position to make the most of the movements in our industry from a regulatory and sustainability perspective. We're also positioning our BASX product lines as a leader in the data center market.”

The Board of Directors appointed Stephen Wakefield as Executive Vice President & General Manager of the AAON products business unit and Matt Shaub as Executive Vice President & General Manager of the BASX products business unit, each effective January 1, 2025. In these roles, Wakefield and Shaub will lead product strategies for the two business units with dedicated teams around engineering, product management, and customer care, to respond quickly to market demands and focus efforts on innovation.

Wakefield has been with the Company since 1999 and most recently served as AAON Vice President and Executive Vice President of AAON Oklahoma, providing site leadership for our Oklahoma and Missouri locations. Wakefield will continue to build upon AAON’s focus on innovation, excellence, and customer-focused mindset with his extensive knowledge and experience of all aspects of the Company’s operations, engineering, and product design processes.

Matt Shaub joined AAON in January 2024 as Director of Product Management and has led efforts to enhance product management strategies for existing and new products and solutions. Shaub brings a wealth of experience and proven leadership of high-performance teams with experience in manufacturing, engineering, construction management, product management, mergers and acquisition strategy, and customer service disciplines.

“This marks a significant and intentional initiative to align our leaders and better support our operations towards long-term goals for our leading product brands, said Gary Fields, CEO, “We are committed to our customer-focused mindset and continue to innovate and respond to future market demands. Effective alignment of our leadership is vital to stay ahead of the rapidly evolving business landscape and ensure best practices in operations, supply chain, and quality across the Company.”

Other Executive Leadership Alignment
Additional Company executive leadership alignments, also effective January 1, 2025, will leverage talent, skills, resources, and organizational efficiencies with globally focused roles. Larry Honel, Vice President of Manufacturing, will lead the Company’s global manufacturing efforts and oversee site leadership at each location in Oklahoma, Texas, Missouri, Oregon, and Tennessee. Whitney Wakefield, Vice President of Manufacturing Support, will lead manufacturing support functions including quality, continuous improvement, production planning, manufacturing


engineering, and capacity expansion projects. Andrew Edmondson, Vice President of Sales and Marketing, will continue to lead our sales and marketing teams, ensuring each business unit receives the support needed to expand our brand reach.

About AAON
Founded in 1988, AAON is a world leader in HVAC solutions for commercial and industrial indoor environments. The Company's industry-leading approach to designing and manufacturing highly configurable equipment to meet exact needs creates a premier ownership experience with greater efficiency, performance and long-term value. AAON is headquartered in Tulsa, Oklahoma, where its world-class innovation center and testing lab allows AAON engineers to continuously push boundaries and advance the industry. For more information, please visit www.AAON.com.

About BASX
BASX, a wholly owned subsidiary of AAON, is an industry leader in the manufacturing of high-efficiency data center cooling solutions, cleanroom systems, custom HVAC systems, and modular solutions. For the past 40 years, the BASX team has been recognized as leaders in the development of industry-changing innovation such as changes in the way fans are applied in modern air handling systems. Our team has a steadfast commitment to customer service and delivering on our promises while providing the highest quality products throughout the world. BASX's state-of-the-art manufacturing facility is located in Redmond, Oregon.

Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (4) general economic, market or business conditions.

Contact Information
Joseph Mondillo
Director of Investor Relations
Phone (617) 877-6346
Email: joseph.mondillo@aaon.com




v3.24.3
Cover Page
Nov. 22, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 22, 2024
Entity Registrant Name AAON, INC.
Entity Incorporation, State or Country Code NV
Entity File Number 0-18953
Entity Tax Identification Number 87-0448736
Entity Address, Address Line One 2425 South Yukon Ave.,
Entity Address, City or Town Tulsa,
Entity Address, State or Province OK
Entity Address, Postal Zip Code 74107
City Area Code 918
Local Phone Number 583-2266
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol AAON
Security Exchange Name NASDAQ
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Entity Central Index Key 0000824142
Amendment Flag false
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