DEF 14A 1 a19-18577_3def14a.htm DEF 14A

 

UNITED STATES
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OSHKOSH CORPORATION 2019 Proxy Statement

 

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 VALUE INNOVATION EMERGING MARKET EXPANSION Drive international growth in targeted geographies Lead in innovation over the product life cycle OSHKOSH CORPORATION 2019 Proxy Statement

 

Dear Fellow Oshkosh Corporation Shareholder: December 20, 2019 Dear Fellow Oshkosh Corporation Shareholder: In fiscal 2019, driven by our unwavering purpose to make a difference in people’s lives, we continued to successfully execute on key strategic initiatives, including a sustained focus on our People First culture and market-leading product innovation, resulting in strong financial performance. Led by record top-line results at our access equipment segment, consolidated revenue grew by $677 million, or 8.8%, in fiscal 2019 while operating income increased 21.5%. Enterprise-wide simplification efforts continued to yield operational improvements. As a result, we delivered strong year-over-year diluted earnings per share growth in excess of 30%. We also returned $425 million to shareholders in fiscal 2019 through the repurchase of approximately 4.9 million shares of common stock and ongoing quarterly dividends. Our People First culture continued to evolve in 2019, fostering an environment where team members are engaged and inspired. We launched a new corporate brand to help illuminate the strength of our diversified business portfolio and our unique culture for both internal and external stakeholders including customers, investors, current and future team members, communities in which we work and our suppliers. In addition, we recently completed construction of our state-of-the-art global headquarters which will further enhance our collaborative, People First culture. We strive to help our customers increase their productivity and safety on the job by continually bringing reliable, innovative products and technologies to the market. In 2019, we continued to invest in leading-edge technologies. Innovation will continue to be a strategic focus as we work to advance our market leading positions. We remain steadfast in our commitment to our shareholders. 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 collectively work 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, Craig P. Omtvedt Chairman of the Board OSHKOSH CORPORATION 2019 Proxy Statement

 

Notice of Annual Meeting of Shareholders December 20, 2019 Shareholders of record at the close of business on December 13, 2019 are eligible to vote at the Annual Meeting. Your vote is very important. Even if you plan to attend the 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 to vote in person 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 In person at the Annual Meeting Internet at www.proxyvote.com Toll-free from the United States or Canada to 1-800-690-6903 OSHKOSH CORPORATION 2019 Proxy Statement WHEN: February 4, 2020 8:00 a.m. (Central Standard Time) WHERE: Oshkosh Corporation 1917 Four Wheel Drive Oshkosh, Wisconsin 54902 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, 2020; 3. To approve, by advisory vote, the compensation of our named executive officers; and 4. 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............................................................................ 4 DIRECTOR COMPENSATION .................................................................................... .12 GOVERNANCE OF THE COMPANY ................................................................................ .14 PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR FOR FISCAL 2020.......................... .21 STOCK OWNERSHIP ........................................................................................... 23 COMPENSATION DISCUSSION AND ANALYSIS ..................................................................... 25 Executive Summary....................................................................................... 25 Introduction and Overview ............................................................................... 25 Oshkosh Strengths, Strategy and Fiscal 2019 Highlights ..................................................... 25 Pay for Performance ..................................................................................... 25 Fiscal 2019 Annual Cash Incentive Measures and Weights.................................................... 26 Say-on-Pay and Preview to Fiscal 2020 Compensation....................................................... 26 Human Resources Committee Oversight Responsibilities ..................................................... .27 Compensation Philosophy and Objectives ................................................................... .27 Annual Compensation Program Design Review ............................................................... 28 Determining Pay Levels.................................................................................... 29 Compensation Decisions for Fiscal 2019 ..................................................................... 29 Base Salary ............................................................................................. 29 Annual Cash Incentive Awards ............................................................................ 30 Fiscal 2019 Annual Incentive Award Payouts ................................................................ .31 Equity-Based Long-Term Incentive Awards ................................................................. .31 Performance Share Awards ............................................................................... 32 Total Shareholder Return ................................................................................. 33 TSR-Results that Impacted Fiscal 2019 ..................................................................... 33 Return on Invested Capital ............................................................................... 33 ROIC-Results that Impacted 2019 ......................................................................... 34 Retirement Benefits ..................................................................................... 35 Deferred Compensation.................................................................................. 36 Other Benefits .......................................................................................... 36 Executive Employment and Other Agreements ............................................................. 36 Executive Incentive Compensation Clawback Policy ......................................................... 37 Stock Ownership Guidelines for Executive Officers .......................................................... 37 Prohibition Against Hedging and Pledging .................................................................. 38 Tax Treatment of Compensation........................................................................... 38 Relation of Our Compensation Policies and Procedures to Risk Management ................................... 38 Human Resources Committee Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 COMPENSATION TABLES ....................................................................................... 40 COMPENSATION AGREEMENTS ................................................................................. . 51 PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION............................................... 55 GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING .................................................. .57 OSHKOSH CORPORATION 2019 Proxy Statement

 

 

Proxy Statement Summary To assist you in reviewing the proposals to be considered at the Annual Meeting, we call your attention to the following summary, which includes information about our fiscal 2019 financial performance. For more complete information, please review our 2019 Annual Report on Form 10-K and this entire Proxy Statement. OSHKOSH STRENGTHS, STRATEGY AND FISCAL 2019 HIGHLIGHTS Oshkosh Corporation is a world leader in designing, manufacturing and marketing innovative, mission critical equipment. We have a rich history of serving customers and are focused on delivering strong financial performance and creating value for our shareholders. Our team members are committed to executing our MOVE strategy, which has guided us for a number of years and will also guide our future success. We have a unique blend of businesses with a variety of attractive end markets as well as our differentiated approach to operating as an integrated enterprise. We believe this approach, which includes leveraging shared technologies, coordinating product development activities and benefiting from our global procurement and supply chain as well as other functional scale across the company, helps set us apart as a “Different Integrated Global Industrial”. FISCAL 2019 REVENUE CASH RETURNED TO SHAREHOLDERS $ $425 million 8.8% Increase vs. 2018 $8.38 billion During fiscal 2019, we grew revenues in our three largest segments, delivering consolidated revenue of $8.38 billion, an increase of 8.8% compared to fiscal 2018. Our revenue growth contributed to operating income of $797.0 million, an increase of 21.5% and earnings per share of $8.21, an increase of 30.5%. Our strong performance in fiscal 2019 was not a one-year phenomenon. As noted below, we have achieved strong results over a number of years. OSHKOSH CORPORATION 2019 Proxy Statement 1 VOTING MATTERS AND RECOMMENDATIONS The following proposals are scheduled to be presented at the upcoming 2020 Annual Shareholders’ meeting. Board’s Management ProposalsRecommendationPage Proposal 1 Election of 10 directors, each one for a one-year termFOR each4 nominee Proposal 2 Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2020FOR21 Proposal 3 Advisory vote to approve executive compensationFOR55

 

PROXY STATEMENT SUMMARY $7.71           Responsible capital allocation is a key component of the MOVE strategy, and we returned $425 million of cash to shareholders in fiscal 2019 through the repurchase of nearly 4.9 million shares for $350 million and four quarterly cash dividends totaling $75 million. Additionally, we announced an 11.1% increase in our quarterly dividend on October 30, 2019. This marks our sixth straight year of double digit percentage increases in the company’s dividend rate. Finally, we are proud to be a leader in sustainable business practices and were recently named to the Dow Jones Global Sustainability Index. We encourage you to read more about our commitment to the environment as well as responsible business practices in our Oshkosh Corporation Sustainability Report. We are not including the information contained in that report as a part of, or incorporating it by reference into, this Proxy Statement. SHAREHOLDER ENGAGEMENT We are proud of our frequent and active shareholder engagement. In fiscal 2019, we:    participated in 9 investor conferences    had 125 meetings at investor offices    hosted 25 investor visits to Oshkosh facilities    held 20 discussions with investors at tradeshows    conducted more than 400 total company discussions with shareholders and potential shareholders Our team uses a purposeful and deliberate approach to build better lines of communication between investors and management. investors’ views are on important subjects eholder executive compensation Engagement Company performance _ we present our Strategy _ we describe how our strategies are Competitive landscape _ we discuss the OSHKOSH CORPORATION 2019 Proxy Statement 2 Investor Relations _ our team regularly meets with investors, potential investors and investment analysts Management _ our meetings with investors often include our CEO, CFO and other key business unit and functional leaders Operations _ our meetings include visits to our facilities so investors can interact with our people and see demonstrations of our products first-hand Shar Listen _ we strive to hold listening sessions at every investor meeting Learn _ we engage with shareholders to learn what topics are at top-of-mind Understand _ we aim to understand what such as our performance, corporate governance, ESG issues, human capital management, capital allocation and Review _ we compile and examine data from our investor interactions throughout the year Analyze _ we study the data to determine where we can better explain our performance, goals and initiatives on topics that are important to our shareholders financial performance and our outlook designed for long-term success competitive dynamics in our industry and explain why we think we are well-positioned moving forward EPS $8.21 $6.29 $3.77 $2.91 FY16 FY17 FY18 FY19 CAGR 41% Operating Income ($ millions) $797 $656 $470 $369 FY16 FY17 FY18 FY19 CAGR 29% Revenue ($ billions) $8.38 $6.83 $6.28 FY16 FY17 FY18 FY19 CAGR 10%

 

PROXY STATEMENT SUMMARY As we continue our efforts to build and to strengthen our relationships with the investment community, we encourage you to contact us via any of the methods below: Write Call Email Attend Corporate Secretary Oshkosh Corporation 1917 Four Wheel Drive Oshkosh, WI 54902 Investor Relations (920) 502-3059 ir@oshkoshcorp.com Oshkosh Annual Meeting https://investors.oshkoshcorp. com/events-and-presentations/ default.aspx Please also visit www. oshkoshcorp.com for a regularly updated list of shareholder events This Proxy Statement contains statements that the company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including, without limitation, statements regarding the company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, are forward-looking statements. When used in this document, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the company’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the cyclical nature of the company’s access equipment, commercial and fire & emergency markets, which are particularly impacted by the strength of U.S. and European economies and construction seasons; the company’s estimates of access equipment demand which, among other factors, is influenced by customer historical buying patterns and rental company fleet replacement strategies; the strength of the U.S. dollar and its impact on company exports, translation of foreign sales and the cost of purchased materials; the expected level and timing of U.S. Department of Defense (“DoD”) and international defense customer procurement of products and services and acceptance of and funding or payments for such products and services; the company’s ability to predict the level and timing of orders for indefinite delivery/indefinite quantity contracts with the U.S. federal government; risks related to reductions in government expenditures in light of U.S. defense budget pressures, sequestration and an uncertain DoD tactical wheeled vehicle strategy; the impact of any DoD solicitation for competition for future contracts to produce military vehicles; risks related to facilities expansion, consolidation and alignment, including the amounts of related costs and charges and that anticipated cost savings may not be achieved; projected adoption rates of work at height machinery in emerging markets; the impact of severe weather or natural disasters that may affect the company, its suppliers or its customers; performance issues with key suppliers or subcontractors; 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; risks that an escalating trade war and related tariffs could reduce the competitiveness of the company’s products; the company’s 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; the company’s ability to successfully identify, complete and integrate acquisitions and to realize the anticipated benefits associated with the same; and risks related to the company’s ability to successfully execute on its strategic road map and meet its long-term financial goals. Additional information concerning these and other factors is contained in the company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K filed on November 19, 2019. All forward-looking statements speak only as of the date of this document. The company assumes no obligation, and disclaims any obligation, to update information contained in this document. Investors should be aware that the company may not update such information until the company’s next quarterly earnings conference call, if at all. OSHKOSH CORPORATION 2019 Proxy Statement 3

 

Proposal 1 ELECTION OF DIRECTORS BACKGROUND TO BOARD’S RECOMMENDATION FOR DIRECTOR NOMINEES Board composition, refreshment and diversity are priorities for our shareholders as well as for our Board. Our Board seeks to provide orderly refreshment while sustaining strong board composition and diversity. We define diversity broadly. We look for diversity of personal attributes of the individual directors as well as diverse careers, areas of expertise and tenure on the Board. Our Board continues to review both its size and its composition to attract outstanding candidates while retaining the balance of skills and attributes needed to oversee our company’s complex, global operations. On November 19, 2019, the Board of Directors increased the size of the Board from 10 to 11 members and elected Mr. Tyrone M. Jordan as an independent director. Also on November 19, 2019, Ms. Leslie F. Kenne notified the company of her intention to retire from the Board effective as of the close of the Annual Meeting in accordance with our Corporate Governance Guidelines relative to director retirement age. Since her election to our Board in 2010, our company has benefitted from the wisdom and expertise Ms. Kenne has brought to our Board. After being advised of the intention of Ms. Kenne to retire from the Board, the Board acted to approve a reduction in the size of the Board from 11 directors to 10 directors effective as of the date of the Annual Meeting. As a result of the Board’s action, the shareholders will elect 10 directors at the Annual Meeting, and the retirement of Ms. Kenne will not result in any vacancy on the Board. The Board has selected 10 nominees for election at the 2020 Annual Meeting, each to hold office until the next annual meeting and the election of his or her successor. All are current directors and each nominee has agreed to be named in this Proxy Statement and to serve on the Board of Directors if elected. Attributes, Qualifications and Experience of Nominees for Board of Directors Our Board defines the personal and professional qualifications that nominees must demonstrate. These criteria are described in the Policies and Guidelines section on the Corporate Governance page under the “About Oshkosh” tab located on our website, www.oshkoshcorp.com, and on pages 14 to 20 of this Proxy Statement. We are not including the information contained on our website as part of, or incorporating it by reference into, this Proxy Statement. In addition to the brief biographies of each of our Board’s nominees presented on pages 7 to 11, below is a summary of the nominees’ attributes, qualifications, and experience and knowledge that led our Board of Directors to conclude that each nominee should serve as a director. OSHKOSH CORPORATION 2019 Proxy Statement 4

 

PROPOSAL 1 | ELECTION OF DIRECTORS OVERVIEW OF OUR BOARD NOMINEES TENURE 5 DIRECTORS 3 DIRECTORS 2 DIRECTORS 0-3 years of service 4-6 years of service 7+ years of service INDEPENDENT 9 of 10 All Independent, except the CEO DIVERSE 30% Women or minorities AGE 48 54 57 58 65 66 67 70 If for some reason a nominee is unable to serve, the individuals named as proxies may vote for a substitute nominee recommended by the Board and, unless you indicate otherwise when voting, your shares will be voted in favor of our remaining nominees. SUMMARY OF ATTRIBUTES OF NOMINEES Directors OSHKOSH CORPORATION 2019 Proxy Statement 5 Keith J. Allman • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Wilson R. Jones • • Tyrone M. Jordan • • • • • • • • • • • • • • • • • Kimberley Metcalf-Kupres • • • • • Stephen D. Newlin Raymond T. Odierno • • Craig P. Omtvedt Duncan J. Palmer Sandra E. Rowland • • • John S. Shiely • •

 

 

PROPOSAL 1 | ELECTION OF DIRECTORS CURRENT COMMITTEE MEMBERSHIPS C Chair            A Alternate (1) As part of the Board’s annual process of choosing the Chairman of the Board, including succession planning for the Chairman position, the Board chose to appoint Mr. Stephen D. Newlin to serve as Chairman of the Board effective after the close of the Annual Meeting, if he is re-elected as a director. If elected, Mr. Craig P. Omtvedt will continue to serve as a valued member of the Board and will assist in the smooth and orderly transition of this position. OSHKOSH CORPORATION 2019 Proxy Statement 6 NameAge Director SinceIndependent Human Audit ResourcesGovernance CommitteeCommitteeCommittee Keith J. Allman572015Yes • Wilson R. Jones582016No Tyrone M. Jordan572019Yes • Leslie F. Kenne 722010Yes C Kimberley Metcalf-Kupres582016Yes •• Stephen D. Newlin (1)662013Yes C• Raymond T. Odierno652018Yes •• Craig P. Omtvedt (1)702008Yes AAA Duncan J. Palmer 542011 Yes C Sandra E. Rowland482018Yes • John S. Shiely672012Yes ••

 

PROPOSAL 1 | ELECTION OF DIRECTORS Keith J. Allman PUBLIC DIRECTORSHIPS: • Masco Corporation Mr. Allman has been President and Chief Executive Officer of Masco Corporation, a global leader in the design, manufacture and distribution of branded home improvement and building products, since 2014. From 2011 to 2014, he was Group President, Plumbing and Cabinetry, of Masco, and from 2009 to 2011, Mr. Allman was the Group Vice President, Plumbing Products and President, Delta Faucet Company. Previously, Mr. Allman held positions of increasing responsibility within Masco Corporation, including Executive Vice President, Operations, Masco Builder Cabinet Group. Prior to joining Masco, Mr. Allman held leadership positions in the engineering, manufacturing and quality management areas of General Motors Corporation. Mr. Allman has strong business leadership qualities with significant experience as a change agent and process improvement leader. In addition, he brings significant experience in the automotive industry, international business, finance and accounting, marketing, product development and strategic planning. Age: 57 Director Since: 2015 OSHKOSH COMMITTEES: Audit Wilson R. Jones PUBLIC DIRECTORSHIPS: • Thor Industries, Inc. Mr. Jones became President and Chief Executive Officer and was elected to the Board effective January 1, 2016. Mr. Jones joined Oshkosh Corporation in 2005, most recently serving as President and Chief Operating Officer, a position to which he was promoted in 2012. He previously served as President of the access equipment segment and, before that, President of the fire & emergency segment. In 2007, Mr. Jones was named President of Pierce Manufacturing, Inc. When he joined our company in 2005, Mr. Jones was vice president, general manager of the Airport Products business unit. During his tenure with our company, Mr. Jones successfully drove domestic and international growth, oversaw customer experience improvement initiatives and led global strategic planning and development. Specifically, as President and Chief Operating Officer, Mr. Jones had exposure to all businesses and corporate functions and worked on matters of strategic importance for our company. This role brought ever increasing responsibility across our company. Mr. Jones has long been in the specialty vehicle manufacturing industry and currently serves on the board of Thor Industries, Inc., a leading manufacturer of recreational vehicles. He brings a deep knowledge of our industries, a strong customer relationship background and a thorough understanding of our company’s domestic and global markets. Age: 58 Director Since: 2016 OSHKOSH CORPORATION 2019 Proxy Statement 7

 

PROPOSAL 1 | ELECTION OF DIRECTORS Tyrone M. Jordan PUBLIC DIRECTORSHIPS: • TPI Composites, Inc. Mr. Jordan served as the President & Chief Operating Officer of DURA Automotive Systems, a global designer and manufacturer of automotive components, from 2015 to 2019. In this role, he was responsible for all strategic growth and operational initiatives across the global enterprise which included operations in countries spanning Asia, Europe, North America and South America. Mr. Jordan began his career at General Motors Company, an automotive manufacturer (“GM”). During his time at GM from 1984 to 2009 and from 2014 to 2015, Mr. Jordan held numerous international operations, business development, strategy, marketing and sales, mergers and acquisitions and product development executive positions, including Global Executive Director of Product Development for New Vehicle Technologies and ultimately served as Executive Vice President, Global Operations and Customer Experience. From 2009 to 2013, Mr. Jordan served United Technologies Corporation in prominent roles in manufacturing operations, purchasing, technology and engineering and ultimately served as Global SVP, Operations and Supply Chain, Aerospace Systems. Mr. Jordan has strong business leadership qualities and brings to our board insight into overseeing the management of global strategic operations. He also brings significant experience in the automotive industry, marketing, product development, and strategic planning. Age: 57 Director Since: 2019 OSHKOSH COMMITTEES: Audit Kimberley Metcalf-Kupres From 1994 until her retirement in 2017, Ms. Metcalf-Kupres, held various leadership positions with Johnson Controls International plc, including most recently Chief Marketing Officer for Johnson Controls which included responsibility for strategy, marketing, sales, product management, innovation, business transformation and communications for the company. Johnson Controls is a $30 billion global diversified technology and multi industrial leader. From 2007 to 2013, she served as Vice President, Strategy, Marketing and Sales of the Power Solutions business of Johnson Controls. She is a purpose driven leader and recognized champion of corporate responsibility, sustainability, and diversity and inclusion. She was a founding member of the Women’s Resource Network at Johnson Controls and has actively worked on gender parity issues through her participation on the World Economic Forum and other thought leadership forums. She is a member of the National Association of Corporate Directors and is a certified NACD Fellow. Prior to joining Johnson Controls, Ms. Metcalf-Kupres held marketing and business development roles at Menasha Corporation, a leading manufacturer of product packaging, Scotsman Industries, a leader in lawn and garden products, and ITW, a diversified manufacturer. Ms. Metcalf-Kupres brings to our Board significant experience in sales and marketing, international business, strategy, innovation, and government relations, and corporate responsibility in a sophisticated technology-driven company. She also has keen insight into the challenges of managing human resources in this environment. Age: 58 Director Since: 2016 OSHKOSH COMMITTEES: Governance Human Resources OSHKOSH CORPORATION 2019 Proxy Statement 8

 

PROPOSAL 1 | ELECTION OF DIRECTORS Stephen D. Newlin PUBLIC DIRECTORSHIPS: • Univar Solutions, Inc. FORMER PUBLIC DIRECTORSHIPS: • • • PolyOne Corporation Black Hills Corporation The Chemours Company Mr. Newlin served as Executive Chairman of Univar Solutions, Inc., a global distributor of specialty chemicals, until December 31, 2019, at which time he became a non-executive Chairman. He will serve as Chairman until Univar’s May 2020 annual shareholder meeting. Mr. Newlin served as Chairman, President and Chief Executive Officer at Univar from 2016 to 2018 after being elected to the board in 2014. He previously served as Chairman, President and Chief Executive Officer of PolyOne Corporation, a leading global formulator of highly specialized polymer materials, services, and solutions, from 2006 to 2014, and Executive Chair of the Board from 2014 to 2016. From 2003 to 2006, Mr. Newlin was President, Industrial Sector of Ecolab, Inc. He previously spent 24 years at Nalco Chemical Company in positions of increasing responsibility and served as President, Chief Operating Officer and Vice Chairman from 2000 to 2001. Age: 66 Director Since: 2013 OSHKOSH COMMITTEES: Human Resources (Chair) Governance Mr. Newlin brings to our Board knowledge and insight into overseeing the distribution and management of global strategic operations and has substantial M&A experience. He has served as a top executive officer in the specialty chemical industry, he has experience as a director of several public companies, and he has a keen understanding of international business and regulatory issues as a result of his global executive management responsibilities. Raymond T. Odierno General (Ret.) Odierno has 39 years of service in the United States Army and has held many distinguished positions of increasing responsibility at every level of the Army, with service in both the Persian Gulf and Iraq Wars. Prior to his retirement in 2015, he served as the 38th Chief of Staff for the U.S. Army from 2011 to 2015. During Operation Iraqi Freedom, General (Ret.) Odierno commanded the 4th Infantry Division, the Army’s III Corps and the United States Forces – Iraq. Since the Vietnam war, General (Ret.) Odierno is one of only two American military officers to command at the division, corps and army level during the same conflict with distinction. General (Ret.) Odierno also served as the senior military advisor to the Secretary of State providing advice on international relations and politico-military concerns worldwide. General (Ret.) Odierno brings to our Board a deep understanding of government relations and extensive experience in foreign policy. In addition, he brings extensive industry-specific expertise and insight into our core customers from prior senior leadership positions with the military. Age: 65 Director Since: 2018 OSHKOSH COMMITTEES: Audit Governance OSHKOSH CORPORATION 2019 Proxy Statement 9

 

PROPOSAL 1 | ELECTION OF DIRECTORS Craig P. Omtvedt PUBLIC DIRECTORSHIPS: • Conagra Brands, Inc. FORMER PUBLIC DIRECTORSHIPS: • The Hillshire Brands Company • General Cable Corp. Mr. Omtvedt served as Senior Vice President and Chief Financial Officer for Fortune Brands, Inc., a leading consumer products company, from 2000 until 2011. He continued as an employee of Fortune Brands’ successor company, Beam Inc., until his retirement at the end of 2011, and served as an advisor to Beam Inc. through 2012. He joined Fortune Brands in 1989 serving in various capacities, including Director, Audit; Deputy Controller; Vice President, Deputy Controller and Chief Internal Auditor; Vice President and Chief Accounting Officer; and Senior Vice President and Chief Accounting Officer. Mr. Omtvedt previously served in financial positions of increasing responsibility at both The Pillsbury Company and Sears, Roebuck & Company. Mr. Omtvedt is actively involved with the Boys & Girls Club of America, serving as a National Trustee. Age: 70 Director Since: 2008 OSHKOSH COMMITTEES: Alternate for All Committees Mr. Omtvedt brings to our Board knowledge and insight into overseeing the management of public company strategic planning and shareholder value creation and financial operations on a global basis. He has experience as a director of several public companies. He has a deep understanding of our industries and brings significant experience in business planning and restructuring, financial management and international business. Duncan J. Palmer FORMER PUBLIC DIRECTORSHIPS: • • • Reed Elsevier Group plc Reed Elsevier PLC Reed Elsevier N.V. Mr. Palmer has served as Global Chief Financial Officer for Cushman and Wakefield, a leading provider of commercial real estate services, since 2014. From 2012 until 2014, Mr. Palmer served as Group Finance Director of Reed Elsevier Group plc, a leading provider of professional information solutions to the science, medical, legal, risk management, and business-to-business sectors, and its parent companies. From 2007 to 2012, Mr. Palmer was the Senior Vice President, Chief Financial Officer of Owens Corning. Mr. Palmer had previously spent 20 years with Royal Dutch / Shell Group, where he held positions of increasing responsibility, including Vice President, Upstream Commercial Finance, for Shell International Exploration and Production BV, and Vice President, Finance, Global Lubricants, for the Royal Dutch Shell Group of Companies. Age: 54 Director Since: 2011 OSHKOSH COMMITTEES: Audit (Chair) Mr. Palmer brings to our Board knowledge and insight into overseeing and evaluating the management of financial and strategic operations. He has served on the boards of other public companies, has extensive experience in international financial and accounting positions, and has international business management experience. OSHKOSH CORPORATION 2019 Proxy Statement 10

 

 

PROPOSAL 1 | ELECTION OF DIRECTORS Sandra E. Rowland Ms. Rowland is the Executive Vice President and Chief Financial Officer of Harman International Industries, Incorporated, a wholly-owned subsidiary of Samsung Electronics, Co., Ltd. Harman is an approximately $8 billion company and a global leader in connected car technology, lifestyle audio innovations and more. In this position since 2015, Ms. Rowland has led and integrated several acquisitions and was instrumental during Samsung Electronics’ acquisition of Harman. Prior to her current position, she was the Vice President, Corporate Development and Investor Relations from 2013 to 2014 and Vice President, Investor Relations of Harman from 2012 to 2013. Before joining Harman, Ms. Rowland held various positions of increasing responsibility in accounting and finance at Eastman Kodak Company where she worked from 2000 to 2012. She also worked at PricewaterhouseCoopers LLP from 1993 to 2000. Age: 48 Ms. Rowland brings to our Board knowledge and insight into overseeing and evaluating the management of financial and strategic operations. She also brings valuable experience in international finance and accounting and international business management. Director Since: 2018 OSHKOSH COMMITTEES: Audit John S. Shiely PUBLIC DIRECTORSHIPS: Quad/Graphics, Inc. • FORMER PUBLIC DIRECTORSHIPS: • The Scotts Miracle-Gro Company Mr. Shiely is the Retired Chairman of Briggs & Stratton Corporation, a producer of gasoline engines for outdoor power equipment, a position he held until 2010. He was Chief Executive Officer at Briggs & Stratton from 2001 until 2009. Mr. Shiely joined Briggs & Stratton in 1986 and served in various capacities, including Vice President and General Counsel, Executive Vice President - Administration, and President. Age: 67 Director Since: 2012 Mr. Shiely brings to our Board knowledge and insight into overseeing and evaluating management and operations. He has extensive experience as a chief executive officer of a publicly-traded company, as well as experience on the boards of several other public companies. In addition, he has both legal and administrative expertise and experience managing international business operations. OSHKOSH COMMITTEES: Governance Human Resources Board Recommendation The Board recommends that shareholders vote FOR the election of the 10 nominees identified above. The Board’s recommendation is based on carefully considered judgment that the skills, experience, backgrounds and attributes of the nominees make them the best candidates to serve on our Board. director identified above. OSHKOSH CORPORATION 2019 Proxy Statement 11 FOR  The Board of Directors recommends a vote FOR the Board’s 10 nominees for

 

Director Compensation The table below summarizes the compensation paid to or earned by our non-employee directors during fiscal 2019. Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) Fees Earned or Paid in Cash ($) All Other Compensation ($) Stock Awards ($)(2)(3) Total ($) Name (1) Keith J. Allman 109,750 145,954 12,928 — 268,632 Peter B. Hamilton (5) 53,333 — — — 53,333 Leslie F. Kenne 124,750 145,954 — — 270,704 Kimberley Metcalf-Kupres 117,625 145,954 10,723 — 274,302 Steven C. Mizell (6) 51,250 — 3,172 — 54,422 Stephen D. Newlin 132,000 145,954 — — 277,954 Raymond T. Odierno 117,625 145,954 — — 263,579 Craig P. Omtvedt 266,250 145,954 — — 412,204 Duncan J. Palmer 121,417 145,954 — — 267,371 Sandra E. Rowland 118,584 145,954 — — 264,538 John S. Shiely 123,250 145,954 — — 269,204 William S. Wallace (5) 45,000 — — — 45,000 (1) Mr. Jones, who served as both a director and our President and Chief Executive Officer during fiscal 2019, received no additional compensation for his service on our Board of Directors and is not included in this table. The compensation Mr. Jones received as our President and Chief Executive Officer during and for fiscal 2019 is shown in the Summary Compensation Table on page 40. (2) As SEC rules require, amounts in this column are based on the aggregate grant date fair value of awards to our directors under our 2017 Incentive Stock and Awards Plan. The amounts shown are not actual cash amounts paid to the directors or amounts the directors actually realized or will realize as a result of these awards. We computed the aggregate grant date fair value of these awards in accordance with FASB ASC Topic 718, based on the market price of the shares awarded on the date of grant. This amount includes the value of dividends that the holder of shares is entitled to receive. (3) As of September 30, 2019, no current non-employee director held any stock options. (4) The amounts in this column represent above-market interest on non-qualified deferred compensation computed on a quarter-by-quarter basis. The above-market interest rate is the percentage amount by which the interest rate earned on deferred compensation in fiscal 2019 exceeded 120% of the applicable federal long-term interest rate, with compounding, at the time the interest rate was set. The annual interest rate earned on deferred compensation for the first quarter of fiscal 2019 was 6.25%, and for the second through fourth quarters was 6.50%. For the same periods, 120% of the applicable long-term interest rate was 3.92%, 3.46%, 3.28%, and 2.63%, respectively. (5) Messrs. Hamilton and Wallace retired from our Board on February 5, 2019. (6) Mr. Mizell did not stand for re-election to our Board on February 5, 2019. OSHKOSH CORPORATION 2019 Proxy Statement 12

 

DIRECTOR COMPENSATION Retainer and Meeting Fees Each non-employee director is entitled to receive an annual retainer of $97,500. The Chairman of the Board is entitled to receive an additional retainer of $170,000 in recognition of this position. Directors receive a fee of $13,500 per calendar year for each committee on which they serve. The Chairpersons of the Governance Committee and the Human Resources Committee each receive an additional annual retainer of $15,000, and the Chairperson of the Audit Committee receives an additional annual retainer of $20,000. We also reimburse directors for reasonable travel and related expenses they incur attending Board and Board committee meetings and continuing education programs. Stock Awards We generally grant shares of stock to our non-employee directors at the meeting of our Board held on the date of our Annual Meeting of Shareholders or at the time a director joins our Board. Effective on election at our 2019 Annual Meeting of Shareholders, we granted to each of our then non-employee directors 1,925 shares of our common stock under the Oshkosh Corporation 2017 Incentive Stock and Awards Plan. The Human Resources Committee retained the services of Mercer, an external compensation consultant, to advise regarding compensation of outside directors and the stock awards were at the 50th percentile of data that Mercer provided relating to non-employee director compensation. Deferred Compensation Plan Non-employee directors may elect to participate in our Deferred Compensation Plan for Directors and Executive Officers. This plan permits individual directors to defer any or all of their compensation from the company, including their stock awards. A director who defers fees may elect to have deferred amounts credited to a fixed-income investment account or a stock account. Deferrals of stock awards must be credited to a stock account. Deferrals credited to a fixed-income investment account earn interest at the prime rate as published in The Wall Street Journal on the last business day of the immediately preceding quarter, plus 1%. Deferrals credited to a stock account are treated as though invested in our common stock. Any dividends earned on our common stock are reinvested in each director’s stock account. Payments from the Deferred Compensation Plan may be made in a lump sum or in annual installments for up to ten years at the election of the director. Payments generally commence when a director ceases to be a member of our Board. In the event of a change-in-control of our company, as defined in the Deferred Compensation Plan, we will pay out the deferred compensation plan accounts of all directors in a single lump sum cash payment. Stock Ownership Guidelines for Directors The Human Resources Committee has adopted stock ownership guidelines for non-employee directors to ensure that non-employee directors have a direct stake in the success of our company. Under these guidelines, non-employee directors are encouraged to acquire and own our common stock in an amount equal to five times their respective annual cash retainers. Non-employee directors should achieve this stock ownership level within five years of becoming a director. As of November 29, 2019, all independent directors have met the requisite stock ownership levels or are within five years of their initial election as a director. Mr. Jones is subject to the stock ownership guidelines that apply to our executive officers. Our company has a policy that prohibits directors, all officers, and all other employees from entering into certain transactions for their individual accounts, including hedging or pledging our common stock. Without limitation, the prohibition on hedging includes any financial instruments or other transactions that hedge or offset, or are designed to hedge or offset, any position relating to company securities, including prepaid variable forward contracts, equity swaps, collars, puts, calls and other derivative instruments and exchange funds. OSHKOSH CORPORATION 2019 Proxy Statement 13

 

Governance of the Company Board of Directors Independence With the exception of our President and Chief Executive Officer, Mr. Jones, all of the nominees for election to our Board are independent. The Board has determined that no non-employee director nominee has a material relationship with our company and that all are independent under NYSE listing standards. Further, no director or executive officer has any family relationship with any other director or executive officer. Meetings of the Board of Directors The Board of Directors held five meetings during fiscal 2019, and committees of the Board held a total of 16 meetings. Overall director attendance at such meetings was approximately 99%. Each director attended 75% or more of the aggregate number of meetings of the Board and committees on which he or she served during fiscal 2019. The Board expects directors to attend the Annual Meeting of Shareholders. All of our directors attended our 2019 Annual Meeting, either in person or by phone or video conference, and we anticipate that all director nominees will attend the Annual Meeting in person in 2020. Our independent, non-employee directors met in executive session, without the presence of our officers, on five occasions during fiscal 2019. The independent Chairman of the Board, Mr. Omtvedt, presided over all executive session meetings of the non-employee directors. Shareholder Engagement and Say-on-Pay Our shareholders are key participants in the governance of our company. For this reason, we spend time meeting with our shareholders, listening to their concerns, and responding to their feedback. During fiscal 2019, members of the management team met with shareholders and potential shareholders on many occasions. Our management also proactively reached out to shareholders following each of our four quarterly earnings releases. During these candid meetings, we discussed our company’s performance and our MOVE strategy, and heard shareholder feedback on a variety of topics. We know that executive compensation is an important subject for shareholders. The Board is particularly pleased that, at our 2019 Annual Meeting, 95.1% of the votes cast were in favor of the advisory proposal to approve the compensation of our named executive officers. Form of Majority Voting for Director Elections We have a form of majority voting for directors. Directors are elected through plurality voting, which means that the 10 nominees who receive the most votes of all votes cast will be elected. However, in the absence of a contested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election must promptly tender a resignation to the Chairman of the Board. The Governance Committee (or, under certain circumstances, another committee appointed by the Board) will promptly consider the matter and will recommend to the Board whether to accept or reject the tendered resignation based on all relevant factors. The Board must act on that recommendation no later than 90 days after the Annual Meeting of Shareholders at which the election took place. The Board’s decision, including a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation, will be disclosed in a Current Report on Form 8-K filed with the SEC. Proxy Access Our By-laws include a proxy access provision stating that shareholders who meet the requirements set forth in our By-laws may under certain circumstances include a specified number of director nominees in our proxy materials. Under the provision, any shareholder or group of up to 20 shareholders that beneficially owns at least 3% of our outstanding common stock continuously for three years is OSHKOSH CORPORATION 2019 Proxy Statement 14

 

GOVERNANCE OF THE COMPANY permitted to nominate candidates for election to the Board and to require the company to list such nominees along with the Board’s nominees in the company’s proxy statement. For purposes of this limitation, a group of funds under common management and investment control is treated as one shareholder. The qualifying shareholder or group of shareholders may nominate up to 20% of the Board, rounding down to the nearest whole number of Board seats, but not less than two. Communicating with the Board of Directors We encourage you to share your opinions, interests, concerns, and suggestions. If you would like to communicate with the Chairman or with the Board as a whole, you may send correspondence to the Secretary, Oshkosh Corporation, 1917 Four Wheel Drive, Oshkosh, Wisconsin 54902. Your correspondence will be forwarded to the Board or the appropriate committee, as applicable. Shareholder Right to Call a Special Meeting Under Wisconsin law and our By-laws, shareholders holding 10% of our outstanding shares have the right to call a special meeting of our shareholders. As to this right, there are no restrictions on agenda items, no restrictions on the number of shareholders who can group together to reach the 10% threshold, and no limits on when a meeting can be called. Our By-laws include some procedural requirements relating to the exercise of this right. Committees of the Board of Directors Our Board of Directors has three standing committees: the Audit Committee, the Governance Committee, and the Human Resources Committee. The members and responsibilities of these committees as of the date of the Notice of Annual Meeting of Shareholders are set forth below. The Board has determined that each member of each committee is an independent director as defined under NYSE listing standards and SEC rules, including rules specifically pertaining to members of audit committees and compensation committees. Audit Committee » Duncan J. Palmer (chair) Keith J. Allman Tyrone M. Jordan Raymond T. Odierno Sandra E. Rowland Craig P. Omtvedt (alternate member) • oversees the fulfillment by management of its financial reporting and disclosure responsibilities and its maintenance of an appropriate internal control system assists with Board oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, and the independence and qualifications of our independent registered public accounting firm • appoints, compensates, and oversees the work of our independent registered public accounting firm, which reports directly to the Audit Committee oversees our internal audit function assists the Board with oversight of our risk management program oversees the implementation and effectiveness of the company’s ethics and compliance program » » » » » • • • • The Audit Committee met eight times during fiscal 2019, each time including an executive session. The Audit Committee has a charter that specifies its responsibilities, and the Audit Committee believes it fulfills that charter. All members of the Audit Committee are independent directors and financially literate under the applicable NYSE listing standards, and the Board has determined that each of Keith J. Allman, Tyrone M. Jordan, Raymond T. Odierno, Craig P. Omtvedt, Duncan J. Palmer and Sandra E. Rowland is an “audit committee financial expert” as defined under SEC rules. Our independent registered public accounting firm and internal auditors met with the Audit Committee with and without representatives of management present. OSHKOSH CORPORATION 2019 Proxy Statement 15 THE AUDIT COMMIT TEE: MEMBERS:

 

 

GOVERNANCE OF THE COMPANY Governance Committee » Leslie F. Kenne (Chair until Annual Meeting) Kimberley Metcalf-Kupres Stephen D. Newlin Raymond T. Odierno John S. Shiely Craig P. Omtvedt (alternate member) • identifies individuals qualified to become Board members and recommends nominees to our Board for election as directors oversees the annual self-evaluation of the Board and Committees makes recommendations to the Board regarding Board and Committee structure, Committee charters, and corporate governance • maintains corporate governance guidelines applicable to our company oversees administration of the Code of Ethics Applicable to Directors and Senior Executives assists the Board with oversight of our sustainability and corporate social responsibility program » • • » » » » • • The Governance Committee met four times during fiscal 2019, each time including an executive session. Selection of Nominees for Election to the Board and Consideration of Shareholder-Recommended Candidates The Governance Committee will consider candidates for nomination as a director recommended by shareholders, directors, officers, third-party search firms, and other sources and reviews all candidates in the same manner, regardless of the source of the recommendation. In evaluating candidates, the Governance Committee considers the needs of the Board and attributes of the individual candidates, including character, judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint, and industry knowledge. The Board and the Governance Committee believe director candidates should possess the following minimum qualifications: (i) the highest personal and professional ethics, integrity and values; (ii) the ability to make independent analytical inquiries and to exercise sound business judgment; (iii) relevant expertise and experience and an understanding of our business environment, together with the ability to offer advice and guidance to the Board and executives based on that expertise, experience and understanding; (iv) background as chief or other senior executive officer of a public company or leader of a major complex organization, including commercial, scientific, government, military, and educational and other non-profit institutions; (v) independence from any particular constituency, ability to represent all shareholders of our company, and a commitment to enhancing long-term shareholder value; and (vi) sufficient time available to devote to activities of the Board and to enhancing his or her knowledge of our business. Unless otherwise determined by the Governance Committee, director nominees must be younger than 72. In addition, the Board and the Governance Committee believe at least one director should have the requisite experience and expertise to be designated an “audit committee financial expert” as defined by applicable SEC rules. Any shareholder who wishes to recommend a director candidate must provide written notice to the attention of our Secretary at the address shown on the Notice of Annual Meeting of Shareholders. Such notice must include the shareholder’s name and address; the class and number of shares of common stock owned; the name, age, business address, and principal occupation of the candidate; and the number of shares of common stock owned by the candidate, if any. The notice also must include the information that would be required to be disclosed in the solicitation of proxies for election of directors under the federal securities laws. We may require any candidate to furnish additional information, within reason, to determine the candidate’s eligibility. A shareholder wishing to nominate a candidate for election as a director also must comply with the provisions of our By-laws described under “Additional Information Regarding the Annual Meeting - Shareholders intending to present business at the 2020 Annual Meeting”. Diversity on the Board Our Corporate Governance Guidelines have long provided that our Board is committed to a diversified membership. Our Board defines diversity broadly. We look for diversity of personal attributes of the individual directors as well as their diverse careers, areas of expertise and tenure on the Board. As part of its process of identifying potential nominees, the Governance Committee considers the attributes of existing directors and directs the third-party executive search firm that assists in identifying candidates to search OSHKOSH CORPORATION 2019 Proxy Statement 16 THE GOVERNANCE COMMIT TEE: MEMBERS:

 

GOVERNANCE OF THE COMPANY for individuals who would contribute to the diversity of the Board. As part of its annual self-evaluation, the Governance Committee assesses the effectiveness of its efforts to attain diversity by considering whether it has an appropriate process for identifying and selecting director candidates. Human Resources Committee » Stephen D. Newlin (chair) Kimberley Metcalf-Kupres John S. Shiely Craig P. Omtvedt (alternate member) • oversees our organizational, personnel, compensation and benefits policies and practices establishes the compensation for executive officers and directors • oversees the administration of other executive compensation and benefit plans oversight of the talent and succession strategies to ensure leadership continuity » • • » » The Human Resources Committee met four times in fiscal 2019, each time including an executive session. The Human Resources Committee retained the services of an external independent compensation consultant, Mercer, a business of Marsh & McLennan Companies, Inc. (MMC), to provide technical guidance regarding executive and Director compensation matters. In fiscal 2019, the company paid $206,164 in fees to Mercer for executive and Director compensation consulting services which included: • Analysis of general industry compensation data using Mercer’s U.S. Executive Remuneration database and updates of trends in executive compensation; Ongoing support with regard to the latest relevant regulatory, technical, and accounting considerations affecting executive compensation and benefit programs; Guidance on overall compensation program structure, executive compensation levels, comparator groups, and executive employment agreements; Preparation for and attendance at selected management, committee, and Board of Directors meetings; and Evaluation of competitive positioning of outside director compensation. • • • • The Human Resources Committee has sole authority to engage and terminate its external compensation consultant or any other compensation adviser; meet with its external compensation consultant without management being present; and evaluate the quality and objectivity of the services of its external compensation consultant annually. In addition, pursuant to SEC rules and NYSE listing standards regarding the independence of compensation committee advisers, the Human Resources Committee has the responsibility to consider the independence of its external compensation consultant. The company separately engaged Mercer in the ordinary course of business, to provide services in areas other than executive and Director compensation. The services, which are described below, were unrelated to services that Mercer provided to the Committee, and the employees who rendered the services were in a distinctly separate organization apart from the individual representatives who serve as consultants to the Committee. These additional services included: • • • • Consulting services regarding investment options available under the United Kingdom employee pension scheme; Administering the United Kingdom pension plan along with actuarial analysis and valuations; Providing benchmarking surveys for information on compensation and benefits for our employees generally; and Implementing a global digital technology platform. In fiscal 2019, the company paid Mercer $2,670,655 for these additional services. United Kingdom pension services are paid in British pounds and have been converted to U.S. dollars using an exchange rate of 1.28 U.S. dollars per pound. The Human Resources Committee considered the independence of Mercer’s individual representatives who serve as consultants to the Committee and concluded Mercer is independent and that Mercer’s performance of the unrelated services raises no conflict of interest. The consolidated revenues of MMC were $14.95 billion for the fiscal year ended December 31, 2018 as reported by MMC in its Annual Report on Form 10-K for that year. We provide additional information regarding the Human Resources Committee and our policies and procedures regarding executive compensation below under “Compensation Discussion and Analysis”. OSHKOSH CORPORATION 2019 Proxy Statement 17 THE HUMAN RESOURCES COMMIT TEE: MEMBERS:

 

GOVERNANCE OF THE COMPANY Board, Committee and Director Evaluations The Board believes it has robust evaluation processes for the Board, its three committees, individual directors and the Chairman of the Board. In particular: The Governance Committee annually conducts a self-evaluation of the Board as a whole. The Committee establishes the evaluation criteria and implements the process for this evaluation. On an annual basis, each committee conducts a self-assessment of its performance during the previous year. The purpose of these assessments is to increase the effectiveness of the committee and its members. The Governance Committee, from time to time as the Committee determines it to be necessary or appropriate, reviews the qualifications and performance of any individual directors. On an annual basis, the Governance Committee considers whether to recommend each incumbent director for re-election. On an annual basis and after consultation among the Chair of the Governance Committee and each director regarding the performance of the Chairman of the Board and the subject of succession planning for this position, the Governance Committee determines and proposes to the Board of Directors which member of the Board should serve as Chairman of the Board. The Governance Committee conducts an annual review of each committee’s contribution to the company. In its review of the committees, the Governance Committee reviews each committee’s form and results of their respective self-assessments. The Governance Committee is tasked with evaluating all current directors and conducting a robust search to identify potential additional nominees with the skills and qualifications needed to ensure that the long-term strategy for the composition of our Board is met. Each year, the Governance Committee thoroughly vets each potential candidate for nomination. Compliance with the responsibilities listed in each committee’s charter forms the principal criteria for these assessments, as well as such other factors and circumstances as are determined appropriate. Corporate Governance Documents We make the following governance-related documents available on the Corporate Governance page under the “Governance” tab in the Investor Relations section of our website, www.oshkoshcorp.com: • • Our Corporate Governance Guidelines The written charters of the Audit Committee, the Governance Committee, and the Human Resources Committee of our Board of Directors The Oshkosh Corporation Code of Ethics Applicable to Directors and Senior Executives, which applies to all officers at the vice president level or higher The Corporate Code of Ethics and Standards of Conduct, known as “The Oshkosh Way”, which applies to all of our employees • • Each document also is available in print to any shareholder who requests it in writing from our Secretary. Policies and Procedures Regarding Related Person Transactions Our Board of Directors adopted the Oshkosh Way for all employees. Our directors and named executive officers are also required to acknowledge in writing that they have received, reviewed and understand the requirements of the Code of Ethics and further acknowledge that failure to fully comply with the Code of Ethics can subject them to discipline, up to and including removal from our Board of Directors or termination of employment. OSHKOSH CORPORATION 2019 Proxy Statement 18 Board as a WholeEach Board CommitteeIndividual DirectorsChairman of the Board

 

GOVERNANCE OF THE COMPANY The Oshkosh Corporation Code of Ethics requires the prompt disclosure to our Chief Ethics and Compliance Officer, General Counsel or the Chair of the Audit Committee of any proposed transaction or relationship that could create or appear to create a conflict of interest for their review and recommended action which can range from concluding that there is no conflict to review with the Board of Directors. Under the Code of Ethics, the phrase “conflict of interest” is broadly construed to include direct conflicts, indirect conflicts, potential conflicts, apparent conflicts, and any other personal, business or professional relationship or dealing that has a reasonable possibility of creating even the mere appearance of impropriety. The Code of Ethics also prohibits directors and senior executives from taking personal advantage of business opportunities that we typically would pursue or in which we may be interested. There is a firm bias against waivers of these restrictions. Oversight of Risk Management by the Board of Directors Our Organization Risk Management (ORM) Program plays a critical part in how we manage risks. The Program identifies potential exposure to risks, including economic conditions, disruptive technology, competitive threats, cybersecurity, human capital management and change management. The Program is designed to: (i) provide an assessment of our potential exposure to material risks; (ii) inform as to how senior management addresses and mitigates potential material risks; and (iii) allow an evaluation as to how these risks may affect performance, operations and strategic plans and help ensure that senior management is implementing effective mitigation strategies as necessary. The Board and each of its Committees have some role in risk oversight as follows: Governing Body Role in Risk Oversight Board • • Responsible for general oversight of our risk management Focuses on the most significant and material risks facing our company to help ensure that management develops and implements controls and appropriate risk mitigation strategies Receives a report from senior management and the Audit Committee through the ORM Program on material risk assessments and mitigation strategies as part of the strategic plan updates to the Board Responds to particular risk management issues as part of its general oversight of our company and in connection with its review and approval of corporate matters Reviews the management succession plan • • • Evaluates and discusses overall guidelines, policies, processes, and procedures with respect to risk assessment and risk management Oversees our Organization Risk Management (ORM) Program Receives, considers and discusses a report of results under the ORM Program from senior management following management’s review and prioritizing of risk assessments and mitigation strategies Oversees our compliance with legal and regulatory requirements and our ethics and compliance program Audit Committee • • • • Human Resources Committee • Receives a report from our senior management concerning a comprehensive risk assessment of each element of our compensation program to evaluate the levels of risk-taking that each of those elements could potentially encourage Considers whether our compensation program effectively creates a proper balance between appropriate risk-taking and competitive compensation Analyzes the current management, identifies possible successors to senior management, and develops a succession plan • • Governance Committee • Oversees risks relating to the company’s governance structure and other corporate governance matters and processes Oversees our sustainability and corporate social responsibility program Oversees matters relating to related party transactions and conflicts of interest Oversees compliance with key corporate governance documents • • • OSHKOSH CORPORATION 2019 Proxy Statement 19

 

GOVERNANCE OF THE COMPANY Independent Chairman of the Board Under our By-laws and Corporate Governance Guidelines, our Chairman of the Board must be a director who the Board has determined is independent in accordance with the listing standards of the NYSE and cannot have previously served as an executive officer of our company. As a result, separate individuals serve as Chairman of the Board and Chief Executive Officer. We believe this leadership structure fosters effective governance and oversight of our company by: (i) providing the independent directors with control over the Board meeting agenda and discussion; (ii) assuring that independent directors control discussions about strategic alternatives; (iii) enabling an effective assessment of the Chief Executive Officer’s performance; (iv) providing an effective means for the Board to express its views on management, strategy and execution; and (v) positioning the Chairman to obtain direct and meaningful feedback from shareholders. Succession Planning The Human Resources Committee, in conjunction with the President and Chief Executive Officer, reviews a comprehensive management succession plan each year. The plan identifies potential successors for each executive position; prior year accomplishments in preparing successors; and current development needs. OSHKOSH CORPORATION 2019 Proxy Statement 20

 

 

Proposal 2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR FOR FISCAL 2020 The Audit Committee has appointed Deloitte & Touche LLP, an independent registered public accounting firm, to serve as our independent auditors for the fiscal year ending September 30, 2020. Representatives of Deloitte & Touche LLP will be present at the Annual Meeting to answer questions. They also will have the opportunity to make a statement if they desire to do so. We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP as our independent auditors. Although ratification is not required by our By-laws or otherwise, our Board is submitting the appointment of Deloitte & Touche LLP to our shareholders for ratification because we value our shareholders’ views on our independent auditors as a matter of good corporate practice. If our shareholders fail to ratify the appointment, the Audit Committee will view the vote as a direction to consider the appointment of a different firm. Even if the appointment is ratified, the Audit Committee in its discretion may select a different independent auditor at any time during the fiscal year if it determines that such a change would be in the best interests of our company and our shareholders. of Deloitte & Touche LLP, an independent registered public accounting firm, as our independent auditors. Audit and Non-Audit Fees The following table presents fees for professional services rendered by Deloitte & Touche LLP for the audit of our annual consolidated financial statements for the fiscal years ended September 30, 2019 and September 30, 2018, and fees billed for other services rendered by Deloitte & Touche LLP during those periods. 2019 2018 Audit fees (1) $3,547,000 $3,478,000 Audit-related fees (2) 10,000 84,000 Tax fees (3) 16,000 11,000 Total $3,573,000 $3,573,000 (1) Audit fees consisted principally of fees for the audit of our annual consolidated financial statements, for reviews of the interim condensed consolidated financial statements included in our Forms 10-Q, and for work in connection with the attestations required by Section 404 of the Sarbanes-Oxley Act of 2002 related to our internal control over financial reporting and statutory audits required internationally. (2) Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements or internal control over financial reporting and are not reported under “Audit fees.” Audit-related fees in fiscal 2019 related to the registration of shares under the company’s 2017 Incentive Stock and Awards Plan. Audit-related fees in fiscal 2018 related to services performed in connection with the issuance and registration of $300.0 million of 4.60% unsecured notes due in March 2025. (3) Tax fees in fiscal 2019 and 2018 consisted of fees billed for the preparation of an income tax return in New Zealand. OSHKOSH CORPORATION 2019 Proxy Statement 21 FOR  The Board of Directors recommends a vote FOR ratification of the appointment

 

PROPOSAL 2  | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR Pre-approval of Services by the Independent Registered Public Accounting Firm The Audit Committee has adopted a policy for pre-approval of audit and permitted non-audit services to be provided by our independent registered public accounting firm. The Audit Committee will consider annually and, if appropriate, approve the provision of audit services by our independent registered public accounting firm and consider and, if appropriate, pre-approve the provision of certain defined audit and non-audit services. The Audit Committee will also consider on a case by case basis and, if appropriate, approve specific engagements that are not otherwise pre-approved. Any proposed engagement that does not fit within the definition of a pre-approved service may be presented to the Audit Committee for consideration at its next regular meeting or, if earlier consideration is required, to the Audit Committee Chair or one or more of its members. The member or members to whom such authority is delegated shall report any specific approval of services at the Audit Committee’s next regular meeting. The Audit Committee will regularly review summary reports detailing all services that our independent registered public accounting firm is providing to us. Report of the Audit Committee The Audit Committee of our Board of Directors is responsible for providing independent, objective oversight of our financial reporting and disclosure responsibilities, accounting functions and internal controls. The functions of the Audit Committee are described in greater detail in the Audit Committee’s written charter adopted by our Board of Directors. Each member of the Audit Committee is independent as defined by the NYSE’s listing standards and SEC rules. The Audit Committee reviews our financial reporting process on behalf of our Board of Directors. In fulfilling its responsibilities, the Audit Committee has reviewed and discussed our audited consolidated financial statements contained in the Annual Report on Form 10-K for the fiscal year ended September 30, 2019 with our management and independent registered public accounting firm, Deloitte & Touche LLP. Management is responsible for the consolidated financial statements and the reporting process, including the system of internal control. Deloitte & Touche LLP is responsible for expressing an opinion on the conformity of those audited consolidated financial statements with accounting principles generally accepted in the United States and the effectiveness of the internal controls over financial reporting based upon the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Audit Committee discussed with Deloitte & Touche LLP matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1301, Communications With Audit Committees. In addition, Deloitte & Touche LLP provided to the Audit Committee the written disclosures required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and the Audit Committee discussed with Deloitte & Touche LLP their independence. The Audit Committee further considered the provision of non-audit services by Deloitte & Touche LLP and determined that the provision of such services is compatible with maintaining the independence of Deloitte & Touche LLP. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to our Board of Directors that our audited consolidated financial statements for the fiscal year ended September 30, 2019, be included in our Annual Report on Form 10-K for filing with the SEC. Audit Committee » » » » » Duncan J. Palmer, Chair Keith J. Allman Raymond T. Odierno Sandra E Rowland Craig P. Omtvedt, Alternate Member OSHKOSH CORPORATION 2019 Proxy Statement 22

 

STOCK OWNERSHIP Stock Ownership of Directors, Executive Officers and Other Large Shareholders The following table shows the beneficial ownership of common stock of each director, each named executive officer appearing in the Summary Compensation Table on page 40, each other shareholder owning more than 5% of our outstanding common stock, and the directors and executive officers (including the named executive officers) as a group. “Beneficial Ownership” means more than “ownership” as that term commonly is used. For example, a person “beneficially” owns stock if he or she owns it in his or her name, or if he or she has (or shares) the power to vote or sell the stock as trustee of a trust. Beneficial ownership also includes shares the directors and executive officers have a right to acquire within 60 days after November 29, 2019, as, for example, through the exercise of a stock option. Except as otherwise stated in the footnotes to the following table, information about common stock ownership is as of November 29, 2019. The percent of common stock beneficially owned is based on the number of shares outstanding on the record date for the Annual Meeting. At the close of business on December 13, 2019, the record date for the Annual Meeting, there were 68,257,915 shares of common stock outstanding. Our policies prohibit directors or named executive officers from pledging shares. Unless stated otherwise in the footnotes to the table, each person named in the table owns his or her shares directly and has sole voting and investment power over such shares. Shares of Common Stock Beneficially Owned Percent of Common Stock Beneficially Owned Stock Units Beneficially Owned (1) Name of Beneficial Owner * The amount shown is less than 1% of the outstanding shares of common stock. (1) Amounts shown in this column are not included in the columns titled “Shares of Common Stock Beneficially Owned” or “Percent of Common Stock Beneficially Owned”. Amounts shown include restricted stock units (RSUs) awarded under our 2017 Incentive Stock and Awards Plan in fiscal years 2018 through 2020 in the following amounts to the following individuals: 61,568 units for Wilson R. Jones 15,661 units for David M. Sagehorn OSHKOSH CORPORATION 2019 Proxy Statement 23 Keith J. Allman1,375* 10,198 James W. Johnson (2)(3) 63,804* 13,159 Wilson R. Jones (2) 577,273* 61,568 Tyrone M. Jordan0* 400 Leslie F. Kenne 2,080* 26,422 Kimberley Metcalf-Kupres0* 7,938 Frank R. Nerenhausen (2) 113,063* 15,695 Stephen D. Newlin3,200* 16,005 Raymond T. Odierno0* 5,746 Craig P. Omtvedt 20,800* 1,213 Duncan J. Palmer0* 25,822 John C. Pfeifer0* 53,182 Sandra E. Rowland 2,750* 0 David M. Sagehorn (2)(4) 222,483* 15,661 John S. Shiely21,450* 1,952 All directors and executive officers as a group (2)(3) 1,233,7111.8% 306,996 Aristotle Capital Management, LLC (5) 5,561,1737.7% BlackRock, Inc. (6) 7,213,05910.5% The Vanguard Group (7) 6,882,99410.1%

 

STOCK OWNERSHIP 53,182 units for John C. Pfeifer 15,695 units for Frank R. Nerenhausen 13,159 units for James W. Johnson 211,300 units for all executive officers as a group RSUs are subject to forfeiture until they vest (subject to retirement terms of the awards). Amounts shown also include stock units under our Deferred Compensation Plan for Directors and Executive Officers, all of which are vested or were free of restrictions, in the following amounts to the following individuals: 10,198 units for Keith J. Allman 400 units for Tyrone M. Jordan 26,422 units for Leslie F. Kenne 7,938 units for Kimberley Metcalf-Kupres 16,005 units for Stephen D. Newlin 3,387 units for Raymond T. Odierno 1,213 units for Craig P. Omtvedt 25,822 units for Duncan J. Palmer 1,952 units for John S. Shiely 93,337 units for all directors as a group Amounts also include units deemed invested in shares of common stock that are credited to the following individuals in the following amounts under the Deferred Compensation Plan: 2,359 units for General (Ret.) Odierno, and 2,359 units for all directors and executive officers as a group. The units described in this footnote do not carry the right to vote. In each case, amounts are distributable in the form of shares of our common stock on a one-for-one basis. However, no such distribution will occur before January 27, 2020. (2) Amounts shown include the following amounts that the listed individuals have the right to acquire pursuant to stock options exercisable between November 29, 2019 and January 27, 2020: 374,350 shares for Wilson R. Jones 61,700 shares for David M. Sagehorn 60,525 shares for Frank R. Nerenhausen 24,350 shares for James W. Johnson 640,080 shares for all directors and executive officers as a group (3) Amounts shown include 34,413 shares ownership of which is shared with Tammi K. Johnson, Mr. Johnson’s wife. (4) Amounts shown include 150,426 shares ownership of which is shared with Katherine A. Sagehorn, Mr. Sagehorn’s wife. (5) Amount shown is as described in the Schedule 13G/A that Aristotle Capital Management, LLC filed with the SEC on February 4, 2019. Aristotle Capital Management, LLC is located at 11100 Santa Monica Blvd., Suite 1700, Los Angeles, California 90025. Aristotle Capital Management, LLC reported beneficial ownership of 5,561,173 shares and had sole voting power over 2,720,091 shares, shared voting power over no shares, sole investment power over 5,561,173 shares and shared investment power over no shares. (6) Amount shown is as described in the Schedule 13G/A that BlackRock, Inc. filed with the SEC on September 10, 2019. BlackRock, Inc. is located at 55 East 22nd Street, New York, New York 10055. BlackRock, Inc. reported beneficial ownership of 7,213,059 shares and had sole voting power over 6,659,036 shares, shared voting power over no shares, sole investment power over 7,213,059 shares and shared investment power over no shares. (7) Amount shown is as described in the Schedule 13G/A that The Vanguard Group filed with the SEC on December 10, 2019. The Vanguard Group is located at 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group reported beneficial ownership of 6,882,994 shares and had sole voting power over 34,414 shares, shared voting power over 11,867 shares, sole investment power over 6,845,294 shares and shared investment power over 37,700 shares. Section 16(a) Beneficial Ownership Reporting Compliance The Securities Exchange Act of 1934 requires our directors, executive officers and controller to file reports with the SEC regarding their ownership and changes in ownership of our common stock. Based upon our review of copies of these reports and certifications given to us by such persons, we believe our directors, executive officers and controller have complied with their filing requirements for fiscal 2019. OSHKOSH CORPORATION 2019 Proxy Statement 24

 

Compensation Discussion and Analysis EXECUTIVE SUMMARY Introduction and Overview This Compensation Discussion and Analysis explains our compensation program and policies for fiscal 2019 and details the compensation decisions we made with respect to our named executive officers (NEOs) and how their fiscal 2019 compensation aligns with our pay-for-performance philosophy. For fiscal 2019 (October 1, 2018 – September 30, 2019), our NEOs identified in the Summary Compensation Table are as follows: Wilson R. Jones President and Chief Executive Officer David M. Sagehorn Executive Vice President and Chief Financial Officer John C. Pfeifer Executive Vice President and Chief Operating Officer Frank R. Nerenhausen Executive Vice President and President, Access Equipment Segment James W. Johnson Executive Vice President and President, Fire & Emergency Segment Our compensation program for fiscal 2019 achieved its objective of tying pay to performance. Because company performance significantly exceeded our expectations, our incentive compensation was accordingly above target. To prudently manage our compensation expense, we generally targeted compensation close to the 50th percentile of the compensation database that we use. We believe our executive compensation program positions us to compete effectively when recruiting, selecting, and seeking to retain key executives. The Human Resources Committee believes that retaining this high-performing executive team is important for the long-term success of the business. Oshkosh Strengths, Strategy and Fiscal 2019 Highlights We are committed to creating value for shareholders. We achieve success through a unique blend of businesses with a variety of attractive end markets as well as our differentiated approach to operating as an integrated enterprise. We believe this approach, which includes leveraging shared technologies, coordinating product development activities and benefiting from our global procurement and supply chain and other functional scale across the company, sets us apart from other industrial companies and makes us a “Different Integrated Global Industrial”. Our MOVE strategy, which we have pursued for a number of years, guided Oshkosh team members to execute effectively and deliver strong results in an uncertain environment in fiscal 2019. We grew fiscal 2019 revenues by 8.8% from fiscal 2018, to $8.38 billion, which exceeded the high end of our initial public guidance range of $7.85 to $8.15 billion. The higher than expected sales were powered by growth in our access equipment segment sales, which exceeded $4 billion for the first time in the segment’s 50-year history, as well as sales growth in our defense and fire & emergency segments, both of which increased by greater than 10% compared to fiscal 2018. Consolidated operating income in fiscal 2019 was $797.0 million, or 9.5% of sales, significantly higher than our target operating income for incentive compensation purposes of $720 million, which aligned with the business goals that our board of directors approved. Higher than expected access equipment segment volumes was the primary driver of the improved results. Diluted earnings per share (EPS) of $8.21 in fiscal 2019 greatly exceeded the high end of our initial EPS guidance range of $6.50 to $7.25 per diluted share due to the higher operating income, lower interest expense and lower average shares outstanding resulting from share repurchases during the year, offset in part by a higher provision for income taxes. Pay for Performance A fundamental principle underlying our compensation program is that we pay for performance. Our compensation program for fiscal 2019 supported performance by providing appropriate incentives to our executives. To prudently manage our compensation expense while still attracting and retaining the highest caliber executives, we generally set base salary and target amounts of other elements of compensation close to the 50th percentile for the companies represented in the database discussed below. OSHKOSH CORPORATION 2019 Proxy Statement 25

 

 

COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DECISIONS FOR FISCAL 2019 We based our annual cash incentive compensation payouts for fiscal 2019 solely on our performance relative to the objective measures set forth below: Fiscal 2019 Annual Cash Incentive Measures and Weightings Consolidated Days Net Working Capital (DNWC) Consolidated Operating Income (OI) Segment Days Net Working Capital (DNWC) Segment Operating Income (OI) Messrs. Jones, Sagehorn, and Pfeifer 70% 30% Mr. Nerenhausen and Mr. Johnson 25% 50% 25% Our equity-based long-term incentive awards, which by their nature tie compensation directly and objectively to performance, help ensure that our executives’ interests are aligned with those of our shareholders. Overall, we allocate a greater portion of NEO compensation to pay that varies based on company and segment performance (annual incentive and long-term equity incentives) than to fixed compensation (base salary and benefits) as we illustrate in the graphics below. We limit benefits that are not broadly available to Oshkosh employees, and they are related to business need. TARGET COMPENSATION MIX + + + + = The target value represents the total direct compensation at the 50th percentile of companies in the Mercer U.S. Executive Remuneration Database. Fiscal 2019 Target Compensation CEO Long Term Incentive 69% Performance-based 59.5% Fiscal 2019 Target Compensation for Other NEOs Long Term Incentive 50.2% Performance-based 52.4% Say on Pay and Preview to Fiscal 2020 Compensation At our 2019 Annual Meeting, shareholders strongly supported our executive compensation program with 95.1% of the votes cast in favor of the advisory proposal on the fiscal 2018 compensation of our NEOs. We engage frequently with our shareholders to listen, learn, and understand what our investors view as important. Specifically, we engage on subjects such as our company performance, corporate governance, ESG topics, human capital management, capital allocation and executive compensation. Despite this high level OSHKOSH CORPORATION 2019 Proxy Statement 26 Restricted Stock Units 20.1% Stock Options 10.0% Performance Shares 20.1% Annual Incentive 22.3% Salary 27.5% Restricted Stock Units 27.6% Stock Options 13.8% Performance Shares 27.6% Annual Incentive 18.1% Salary 12.9% Stock Options Performance Shares Restricted Stock Units Annual Incentive Salary Target Value

 

COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DECISIONS FOR FISCAL 2019 of support from our shareholders, we continue to review our program and refine it, if appropriate, to ensure it aligns with company objectives and our shareholders’ interests. For fiscal 2020, we have maintained the same performance measures as in fiscal 2019 in our annual cash incentive awards as captured in the below chart: consolidated and segment OI and consolidated and segment days net working capital (DNWC). Fiscal 2019 and fiscal 2020 performance measures – annual cash incentive awards Corporate NEOs Segment Presidents These performance measures maintain focus on the MOVE strategy and reinforce strong working capital management, which have been key drivers of the 41.3% earnings per share compound annual growth rate (CAGR) and $1.251 billion cumulative cash provided by operating activities that we have generated since fiscal 2016. We discuss and explain these performance measures in greater detail below under “COMPENSATION DECISIONS FOR FISCAL 2019 - Annual Cash Incentive Awards.” We continue to believe it is important to provide business segment presidents the opportunity to be rewarded for results primarily tied to their business segment. For fiscal 2020, we maintained our mix of performance shares, stock options and RSUs with the same weightings as in fiscal 2019 to align to the 50th percentile of market practice and to emphasize compensation that is tied directly to performance. We believe strongly that a mix of three forms of long-term incentives drives performance and retention of our executives and provides value to shareholders. Fiscal 2019 and fiscal 2020 mix – equity based long-term incentive awards HUMAN RESOURCES COMMITTEE OVERSIGHT RESPONSIBILITIES The Human Resources Committee establishes, oversees and approves the compensation program, awards, practices and procedures for our executive officers. The Committee makes annual compensation decisions using a thoughtful and deliberate process based on open discussion and competitive market data that Mercer, who served as independent compensation consultant to the Committee, provides. The Committee also recommends to the Board of Directors the competitive pay package for its directors. COMPENSATION PHILOSOPHY AND OBJECTIVES A fundamental principle underlying our compensation program is that we pay for performance. The objective of our compensation program is to incentivize the achievement of both short-and long-term results through the alignment of pay with rigorously-set performance goals. We intend this approach to attract, retain, motivate and sustain high performing executive talent. The Committee strives to clearly link pay to performance and align incentive compensation opportunities with the long-term interests of our shareholders. As a result, we designed our compensation program to reward executives for annual financial results as well as strategic decision-making for sustained long-term company performance. OSHKOSH CORPORATION 2019 Proxy Statement 27 Performance Shares 40% Stock Options 20% Restricted Stock Units 40% Consolidated OI 25% Segment OI 50% Segment DNWC 25% Consolidated OI 70% Consolidated DNWC 30%

 

COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DECISIONS FOR FISCAL 2019 CHECKLIST OF COMPENSATION PRACTICES Consistent with the objectives of our compensation program, the Committee has designed cash and equity awards that have varying timeframes for earning and payment and include a substantial proportion of pay that is “at risk” and dependent on future performance. The primary components of our executive compensation program in fiscal 2019 were as follows: For More Information, See Page Type of Compensation Specific Compensation Component Key Features For Fiscal 2019 Fixed Base salary We generally set base salaries within 10% of the 50th percentile of market; we generally base salary increases on performance and market competitiveness 29 Performance-based short-term incentive Annual cash incentive awards We base annual cash incentive awards on the achievement of challenging annual performance goals 30 Long-term incentives Performance shares Performance shares benefit the recipient to the extent our relative Total Shareholder Return or relative Return on Invested Capital over a period of three years compares favorably to companies in our comparator groups 32 Restricted stock units Restricted stock units tie a portion of the recipient’s compensation to share price with vesting over a period of up to three years 34 Stock options Stock options tie a portion of the recipient’s compensation to share price appreciation over a period of up to ten years 35 In certain circumstances, such as for newly-hired executives or for retention purposes, we also provide compensation outside of these compensation components, such as additional equity awards for newly-hired executives. We discuss these special awards in this Compensation Discussion and Analysis as they relate to our NEOs. ANNUAL COMPENSATION PROGRAM DESIGN REVIEW The Committee annually evaluates our compensation program to determine if it is appropriate to adjust program design, types of awards, or levels of pay. For fiscal 2019, this evaluation included a review with Mercer of its analysis of general industry compensation data. As we describe in more detail below, this analysis gives the Committee comparative references and enhances the Committee’s understanding of each executive’s compensation package. The Committee decided to continue to use consolidated operating income (OI) and consolidated days net working capital (DNWC) as performance measures for the fiscal 2019 annual cash incentive awards for NEOs other than segment presidents. Retaining consolidated OI as a measure allowed for a continued emphasis on maximizing income and retaining DNWC as a measure for NEOs OSHKOSH CORPORATION 2019 Proxy Statement 28 WHAT WE AVOID Single-trigger change in control features Executive perquisites Tax gross-ups Employment contracts WHAT WE DO Align pay and performance Require minimum stock ownership and holdings Provide a balanced pay mix Implement clawback and anti-hedging policies Prohibit pledging of company stock Provide limited perquisites with sound business rationale

 

COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DECISIONS FOR FISCAL 2019 other than segment presidents enhanced focus on working capital management. The DNWC measure for corporate NEOs also provided alignment with the measures that we assigned to our segment presidents. For our segment presidents, the Committee decided to use consolidated OI, segment OI and segment DNWC measures for the fiscal 2019 annual cash incentive award, which were the same measures we used for fiscal 2018. Like return on invested capital (ROIC), DNWC provides important focus on maximizing free cash flow for our company. DETERMINING PAY LEVELS For fiscal 2019, Mercer provided the Committee various analyses of general industry compensation data from its U.S. Executive Remuneration Database, a survey that includes compensation for 2,372 organizations. We used this database because we believe the survey size ensures consistent and statistically valid data that is representative of the market in which we compete for executive talent. We generally consider only aggregate data and do not select individual companies for comparison. We believe this approach avoids giving undue importance to statistically outlying companies while offering a general understanding of compensation practices in the market. The Mercer U.S. Executive Remuneration Database includes data regarding base salary, target and actual annual cash incentive awards, and target and actual long-term incentive awards. The data reflects the individual responsibilities of each position and company revenue size. In addition to the market data, the Committee also considers, in a subjective manner, the annual evaluation of each executive officer’s performance when determining base salary, annual incentive awards and long-term incentive awards. Mr. Pfeifer joined the company on May 1, 2019. The Committee used the same Mercer U.S. Executive Remuneration Database when preparing and approving Mr. Pfeifer’s compensation package. In addition, the Committee approved certain awards to Mr. Pfeifer that partially offset amounts that Mr. Pfeifer lost or forfeited by departing his prior employer. COMPENSATION DECISIONS FOR FISCAL 2019 Base Salary In September 2018, the Committee reviewed the Mercer U.S. Executive Remuneration Database by position to evaluate the competitiveness of the NEOs’ base salaries. The Committee generally believes base salaries that are within 10% of the 50th percentile for this database are competitive. The Committee reviewed Mr. Jones’ performance and reviewed the performance evaluations of the other NEOs that Mr. Jones prepared to ensure that base salary decisions for each executive reflected the executive’s performance and were otherwise consistent with all the compensation goals. After analyzing the data and performance information of each executive and considering our business outlook, in November 2018, the Committee decided to maintain base salaries at fiscal 2018 levels for fiscal 2019. The Committee used the Mercer U.S. Executive Remuneration Database and, based on our philosophy for establishing base salaries, determined the appropriate level of base salary to provide to Mr. Pfeifer in his offer of employment. Effective May 6, 2019, to recognize performance, to encourage retention and to bring their salaries closer to the 50th percentile for their respective positions, the Committee decided to adjust the base salaries of Messrs. Nerenhausen and Johnson. Adjustment as a % of Base Salary for Fiscal 2018 (1/1/18) Adjustment as a % of Base Salary for Fiscal 2019 (1/1/19) Mid-fiscal year Adjustment as a % of Base Salary(5/6/19) Named Executive Officer Mr. Jones 0.0% 0.0% Mr. Sagehorn 3.0% 0.0% Mr. Pfeifer (1) N/A N/A Mr. Nerenhausen 8.0% 0.0% 12.0% Mr. Johnson (2) N/A 0.0% 13.0% (1) Mr. Pfeifer was not yet employed by our company during the annual review of base compensation. (2) Mr. Johnson was not an NEO during fiscal 2018. OSHKOSH CORPORATION 2019 Proxy Statement 29

 

COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DECISIONS FOR FISCAL 2019 Annual Cash Incentive Awards Our annual cash incentive plan links cash awards to the achievement of specific short-term corporate performance goals that the Committee approves each year. These awards tie a significant portion of an executive’s annual compensation to our company’s performance. For fiscal 2019, awards were dependent on our performance under a combination of two or, for the business segment presidents, three measures: consolidated OI, segment OI and consolidated or segment DNWC. • Consolidated OI equals income from continuing operations before other income/expense, income taxes, and equity in earnings of our unconsolidated affiliates, excluding for fiscal 2019 a $12.5 million adverse operating income impact from the weather-related partial roof collapse within our commercial segment Access equipment segment and fire & emergency segment OI equals income from continuing operations before other income/ expense, income taxes, and equity in earnings of our unconsolidated affiliates for the respective business segment DNWC is calculated as the average Net Working Capital (NWC) for the five consecutive quarters ending September 30 divided by the average daily sales for the fiscal year ended September 30. NWC is defined as current assets (less cash) minus current liabilities (less short-term debt and customer advances within the fire & emergency segment) • • After the Committee reviewed the Mercer U.S. Executive Remuneration Database and each executive’s performance, the Committee assigned each executive a threshold, target and maximum annual cash incentive award payment level, as a percentage of base salary for fiscal 2019. As in the past, we targeted the annual cash incentive award opportunity at approximately the 50th percentile of the competitive data as reflected in the database. Effective October 1, 2019, the Committee increased the target percentages for Messrs. Jones, Sagehorn, Nerenhausen and Johnson to align closer to the 50th percentile of the market data. Based on our philosophy for establishing target percentages, the Committee used the same database and determined the appropriate target percentage to provide to Mr. Pfeifer on his hire date of May 1, 2019. The payout opportunities as of October 1, 2019 for the NEOs for fiscal 2019 are set forth in the table below: Potential Annual Award as a Percentage of Base Named Executive Officers Prior Target (1) Threshold Target Maximum Mr. Jones 135% 70% 140% 280% Mr. Sagehorn 75% 40% 80% 160% Mr. Pfeifer N/A 45% 90% 180% Mr. Nerenhausen 75% 40% 80% 160% Mr. Johnson 60% 37.5% 75% 150% (1) Mr. Pfeifer was not employed in the prior fiscal year. Annual Cash Incentive Awards-Operating Income and Fiscal 2019 Results The Committee established the targets for consolidated OI and segment OI based on our forecasted financial performance as indicated below. Actual fiscal 2019 results also appear in the last column of the chart below. OSHKOSH CORPORATION 2019 Proxy Statement 30 BonusThresholdTargetMaximum Performance MeasureWeighting in Millionsin Millionsin Millions 2019 Actual in Millions Mr. Jones, Mr. Sagehorn, and Mr. PfeiferConsolidated OI70% $585$720$855 $809.5 Mr. NerenhausenConsolidated OI25% $585$720$855 Access equipment50%$345$425$505 segment OI $809.5 $502.6 Mr. JohnsonConsolidated OI25% $585$720$855 Fire & Emergency50%$150$170$190 segment OI $809.5 $176.5

 

 

COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DECISIONS FOR FISCAL 2019 The results satisfied the annual incentive plan requirement that we achieve a minimum 3% operating income margin on a consolidated or segment basis, as applicable, for an OI payment above target. Consolidated OI for purposes of the plan differs from consolidated OI as it appears in our financial statements because the plan provides for exclusion of the $12.5 million adverse operating income impact from the weather-related partial roof collapse within our commercial segment. Annual Cash Incentive Awards-Days Net Working Capital and Fiscal 2019 Results The Committee established the targets for DNWC based on our forecasted financial performance, as indicated below. Actual fiscal 2019 results also appear in the last column in the chart below. Fiscal 2019 Annual Incentive Award Payouts Based on these consolidated and segment results, performance payouts under the annual cash incentive plan to our NEOs were as follows: Payout Based on Consolidated Operating Income ($) Payout Based on Consolidated Days Net Working Capital ($) Payout Based on Segment Days Net Working Capital ($) Payout Based on Segment Operating Income ($) Payout Level (Percent of Target Payout) Total ($) Mr. Jones 1,857,905 398,984 — — 2,256,889 141.4% Mr. Sagehorn 644,595 138,426 — — 783,021 141.4% Mr. Pfeifer 290,533 62,392 — — 352,925 141.4% Mr. Nerenhausen 186,174 — 441,087 78,366 705,627 157.6% Mr. Johnson 144,357 — 229,860 118,055 492,272 141.8% The payout level is the sum of the results of each performance measure as a percentage of target performance multiplied by each measure’s respective weighting. We believe the payouts substantiate that the annual incentive element of our compensation plan pays only for performance that is consistent with the results that our shareholders experience. In addition, the Committee approved a sign-on cash bonus for Mr. Pfeifer upon commencement of his employment in the amount of $150,000, which was intended to offset in part his loss of a pro rata portion of the target short-term incentive compensation from Mr. Pfeifer’s previous employer. He is obligated to repay this bonus in full if his employment terminates within one year of his commencement, and he is obligated to repay half if his employment terminates after one year but within two years of his commencement. Equity-Based Long-Term Incentive Awards The Committee generally grants individual equity awards for executives on an annual basis at its November meeting. Grants of equity awards in fiscal 2019 are subject to the terms of the 2017 Incentive Stock and Awards Plan, which shareholders approved at the 2017 Annual Meeting. OSHKOSH CORPORATION 2019 Proxy Statement 31 Performance Measure Bonus Weighting Threshold Target Maximum FY2019 Actual Result Mr. Jones, Mr. Sagehorn, and Mr. PfeiferConsolidated DNWC30% 76.570.564.5 72.5 Mr. NerenhausenSegment DNWC25% 81.074.568.0 78.4 Mr. JohnsonSegment DNWC25% 63.558.553.5 56.7

 

COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DECISIONS FOR FISCAL 2019 We provide three types of equity-based long-term incentive awards: performance shares, restricted stock units and stock options. Each of these awards is subject to the terms of our 2017 Incentive Stock and Awards Plan. The Committee believes equity-based long-term incentive awards are key components of our compensation program and appropriately align pay with performance. Long-term incentive awards serve the following three critical functions: • • Motivate executives to focus on our long-term growth and performance; Encourage and facilitate executive ownership of our common stock, which aligns executive objectives with those of shareholders; and Help to attract and retain key executives, which we believe contributes to increased shareholder value. • For regular NEO equity awards that we granted in fiscal 2019, the Committee generally intended to provide long-term incentive awards with a target value to each NEO equal to the 50th percentile of long-term incentive award values in the Mercer U.S. Executive Remuneration Database. The awards provided a significant incentive for executives to execute our MOVE strategy and achieve fiscal 2019 performance goals and also provided considerable retention value for key executives. For fiscal 2019 grants, the Committee maintained the mix of awards that it used in fiscal 2018 to align to the 50th percentile of market practice and to emphasize compensation that is tied directly to performance. The Committee decided to deliver the target value by awarding to each executive 40% of the target value in the form of performance shares (half based on relative Total Shareholder Return (TSR) and half based on relative Return on Invested Capital (ROIC)), 40% in the form of restricted stock units and 20% of the target value in the form of stock options. The Committee valued TSR performance shares under a Monte Carlo simulation model using a third-party provider. The Committee valued restricted stock units and ROIC performance shares using the fair market value of the underlying common stock on the date of grant and stock options using estimated valuations under the Black-Scholes model. Performance Share Awards For fiscal 2019, we used a mix of ROIC and TSR performance-based measures for performance shares that we granted to each NEO, each representing one-half of the target value attributable to performance shares, which was the same as the mix we used in fiscal 2018. Both the ROIC and TSR awards will require our company performance to exceed certain thresholds relative to peer groups of companies. Performance shares accounted for a total combined weight of 40% of the target award value for long-term incentives. The table below reflects the percent of target performance shares that a NEO could earn at the end of the three-year period (fiscal 2019, fiscal 2020 and fiscal 2021) based on our performance under each of the ROIC measure and the TSR measure: 3-Year ROIC and 3-Year TSR Percent of Target Shares Award Earned Below 25th Percentile 0% 25th Percentile 50% 50th Percentile 100% 75th Percentile 200% These awards reinforced our pay for performance philosophy by providing target (100%) payout only if we achieve at least 50th percentile performance. Executives can earn up to a 200% maximum payout for relative TSR performance or relative ROIC performance at or above the 75th percentile. But each potential award is subject to a payout cap, using our share price on the last day in the performance period, equal to 400% of the aggregate value of the number of shares the executive would have received for relative TSR or relative ROIC performance at the 50th percentile using our share price on the date we awarded performance shares. In addition to being performance-based, the vesting of our performance shares only after three years of continuous employment (subject to retirement terms of the awards) provides a retention incentive during the full vesting period. Performance share awards call for vesting upon a qualified retirement in which a pro-rata portion of the performance shares will vest. As of September 30, 2019, Mr. Jones, Mr. Sagehorn and Mr. Nerenhausen were eligible to retire under the 2017 Incentive Stock and Awards Plan. The definition of a qualified retirement is that the executive is at least 55 years of age and has completed five years of service with the company. OSHKOSH CORPORATION 2019 Proxy Statement 32

 

COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DECISIONS FOR FISCAL 2019 Total Shareholder Return Half of the fiscal 2019 performance share awards measure performance based on the company’s TSR relative to the TSR results of an index of similarly-sized companies. Executives benefit from these fiscal 2019 performance share grants only if our TSR, which is defined as stock price appreciation plus dividends over three years after the date of the performance shares grant, compares favorably to the TSR of companies in the Standard & Poor’s MidCap 400 Index. The final number of shares an executive receives at the end of the three-year performance period can range from zero to double the target number of performance shares, depending on our relative TSR. Performance shares support the Committee’s objective of increasing executives’ ownership interest in our company and giving them an incentive to enhance shareholder value. The Committee chose the Standard & Poor’s MidCap 400 Index rather than the more targeted comparator group that we used for ROIC purposes because the index reflects the Committee’s view that there is a broad range of investment options available to shareholders. TSR-Results that Impacted Fiscal 2019 For performance share awards that we granted in fiscal 2017 relating to performance over fiscal 2017, fiscal 2018 and fiscal 2019, our TSR of 43.13% resulted in a rank at the 56th percentile versus the TSR of companies in the Standard & Poor’s MidCap 400 Index. This percentile ranking resulted in a payout at 126% of target for these awards, which resulted in payouts to the NEOs at the values shown below. NEOs Fiscal 2019 Performance Share Payouts — TSR Mr. Jones $931,634 Mr. Sagehorn $237,897 Mr. Pfeifer (1) — Mr. Nerenhausen $107,925 Mr. Johnson $78,477 (1) Mr. Pfeifer did not receive a performance share award in fiscal 2017 as he was not a company employee until May 1, 2019. The dollar values in the table reflect the closing price of our stock on October 15, 2019, which was the date of payout for the performance share awards, times the number of shares of common stock that the NEO earned, plus accumulated dividends. Return on Invested Capital Half of the fiscal 2019 performance share awards measure performance based on the company’s relative ROIC. Executives benefit from the ROIC performance shares only if our ROIC results compare favorably to our ROIC comparator group. The performance goal equals our total net income before extraordinary items, non-recurring gains and losses, discontinued operations and accounting changes, plus the after-tax cost of interest expense, for the 11 quarters in the period ended June 30, 2022, divided by the sum of total debt plus shareholders’ equity as of the last day of the same calendar quarters and the immediately preceding calendar quarter for the company. The ROIC performance measure compares our results to those of the ROIC comparator group. Our threshold, target, and maximum performance levels coincide with ROIC results at the 25th, 50th and 75th percentiles, respectively, of the ROIC comparator group. We believe the ROIC comparator group is representative of the industrial machinery, construction machinery, heavy truck, and defense industries in which our products compete. We believe this group of companies in comparable industries is appropriate for making an ROIC comparison, particularly because these companies are likely to have investment needs like ours — to support the maintenance and improvement of their infrastructure and ensure continued growth. The ROIC comparator group for the fiscal 2019 awards included companies in three distinct Standard Industrial Classification (SIC) industry groupings: Industrial Machinery, Construction/Farm Machinery and Heavy Trucks, and Defense & Aerospace, with annual OSHKOSH CORPORATION 2019 Proxy Statement 33

 

COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DECISIONS FOR FISCAL 2019 revenues between approximately one quarter to two times our annual revenue. The companies in the ROIC comparator group for the fiscal 2019 awards are listed below. Return on Invested Capital (ROIC) Comparator Group of Companies for Fiscal 2019 Performance Shares Industrial Machinery (26%) Construction/Farm Machinery and Heavy Trucks (53%) Defense & Aerospace (22%) Dover Corporation Flowserve Corp. Fortive Corporation Harsco Corporation Lincoln Electric Holdings Inc. Parker-Hannifin Corporation Pentair plc SPX Corporation Stanley Black & Decker, Inc. The Timken Company AECOM AGCO Corporation Cummins Inc. EMCOR Group Inc. Granite Construction Incorporated KBR, Inc. Martin Marietta Materials, Inc. MasTec, Inc. Meritor, Inc Navistar International Corporation PACCAR Inc. Terex Corporation The Manitowoc Company, Inc. Titan International Inc. Trinity Industries Inc. Tutor Perini Corporation Valmont Industries, Inc. Vulcan Materials Company WABCO Holdings Inc. Westinghouse Air Brake Technologies Corporation Arconic Curtiss-Wright Corporation Harris Corporation Huntington Ingalls Industries, Inc. Rockwell Collins Inc. Spirit AeroSystems Holding, Inc Textron Inc. Triumph Group, Inc. ROIC-Results that Impacted Fiscal 2019 For performance share awards that we granted in fiscal 2017 relating to performance over fiscal 2017, fiscal 2018 and fiscal 2019, our relative ROIC of 42.22% resulted in a rank at the 76th percentile versus the ROIC of companies in the ROIC comparator group that applied to these awards. This percentile ranking resulted in a payout at 200% of target under these awards, which resulted in payouts to the NEOs at the values shown below. NEOs Fiscal 2019 Performance Share Payouts — ROIC Mr. Jones $2,132,482 Mr. Sagehorn $544,855 Mr. Pfeifer (1) — Mr. Nerenhausen $245,222 Mr. Johnson $179,002 (1) Mr. Pfeifer did not receive a performance share award in fiscal 2017 as he was not a company employee until May 1, 2019. The dollar values in the table reflect the closing price of our stock on October 15, 2019, which was the date of payout for the performance share awards, times the number of shares of common stock that the NEO earned, plus accumulated dividends. Restricted stock units The Committee believes restricted stock units (RSUs) are valuable because they tie a portion of the executive’s compensation to stock price appreciation and the vesting period provides a retention incentive. RSUs enable executives to realize value based on the price of our common stock on the vesting date, creating a link between executive decision-making and shareholder value. Each RSU grant has a three-year vesting period, with one-third vesting each year. RSUs call for accelerated vesting upon a qualified retirement OSHKOSH CORPORATION 2019 Proxy Statement 34

 

COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DECISIONS FOR FISCAL 2019 unless the qualified retirement occurs prior to the first anniversary of the grant date, in which case only a pro-rata portion of the RSUs will vest. As of September 30, 2019, Mr. Jones, Mr. Sagehorn, and Mr. Nerenhausen were eligible to retire under the 2017 Incentive Stock and Awards Plan. The definition of a qualified retirement is that the executive is at least 55 years of age and has completed five years of service with the company. Restricted stock units accounted for 40% of the target equity award value in fiscal 2019 which was the same weight as in fiscal 2018. In addition to annual awards, we also use restricted stock unit equity awards in special circumstances for recruiting or retaining employees. Mr. Pfeifer received a one-time restricted stock unit grant with a value of $3.8 million on his hire date of May 1, 2019, which was intended to offset the loss of certain unvested equity awards from Mr. Pfeifer’s previous employer and will vest in three equal annual installments. Mr. Pfeifer did not receive any other equity awards in connection with his hiring. The Committee also approved additional awards to Messrs. Nerenhausen and Johnson on May 6, 2019 to further encourage retention. Each received an award of restricted stock units with a value of $500,000 that will also vest in three equal annual installments. Stock options For fiscal 2019 grants, the Committee maintained the proportion of the target equity award value that it granted in the form of stock options. The Committee believes stock options continue to be a valuable tool since executives realize value from stock options only when the price of our common stock on the date of exercise exceeds the price on the date the options are granted, creating a strong link between executive decision-making and long-term shareholder value. The Committee also believes stock option grants enable our company to attract highly skilled executives, which is essential to our long-term success. Finally, stock options give executives the opportunity to create wealth through ownership of our common stock. Each stock option permits executives, for a period of ten years under the 2017 Incentive Stock and Awards Plan, to purchase shares of our common stock at an exercise price that is equal to the closing price of our common stock on the date of the grant. These stock options vest in three equal annual installments beginning one year after the grant date. If the executive’s employment terminates due to retirement, then the option award will become fully vested and will remain exercisable by the executive for a period of three years after the date of such retirement. As of September 30, 2019, Mr. Jones, Mr. Sagehorn and Mr. Nerenhausen were eligible to retire under the 2017 Incentive Stock and Awards Plan. The definition of a qualified retirement is that the executive is at least 55 years of age and has completed five years of service with the company. Retirement Benefits We provide retirement benefits based on competitive market trends. The retirement plans for the NEOs include a 401(k) plan with company matching contributions, as well as an additional company contribution based on age and base salary. We provide substantially similar 401(k) benefits to the salaried employees in our corporate office and certain business segments. We also offer non-qualified supplemental executive retirement plans that are available to executives on the recommendation of the Chief Executive Officer and with Committee approval. See “2019 Pension Benefits” on page 45 for more information regarding our supplemental executive retirement plans and our pension plan. We maintain a qualified defined contribution retirement benefit plan under which we contribute a percentage of base salary for each participant up to Internal Revenue Code limits for such plans based on age. The contributions vary by business segment and employee groups. For the NEOs, the contributions, as a percentage of qualifying wages, are as follows: under age 30, 3%; age 30 to 39, 4%; age 40 to 49, 5%; and age 50 and older, 6%. For NEOs and other executives who were eligible to participate in our frozen non-qualified defined benefit supplemental executive retirement plan, we maintain a non-qualified defined contribution supplemental executive retirement plan that provides a percentage of base salary and bonus based on age. The contributions are as follows: under age 45, 10%; age 45 to 50, 12.5%; and over age 50, 15%. We discontinued this plan on December 31, 2012, and no new participants have been added since that date. For newer executive officers, we maintain a restoration, non-qualified defined contribution plan that provides a percentage of base salary and bonus above the Internal Revenue Code retirement plan limits that apply to our broad-based defined contribution retirement plan. The contributions above the Internal Revenue Code limits are as follows: under age 30, 3%; age 30 to 39, 4%; age 40 to 49, 5%; and age 50 and older, 6%. OSHKOSH CORPORATION 2019 Proxy Statement 35

 

 

COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DECISIONS FOR FISCAL 2019 Deferred Compensation Our NEOs are eligible to participate in our Deferred Compensation Plan for Directors and Executive Officers, which is a non-qualified, unfunded retirement savings plan. The Deferred Compensation Plan allows the deferral of base salary and annual cash incentive awards into either an investment program, which pays a guaranteed rate of return based on the prime interest rate plus 1%, or a share program, which mirrors the performance of our common stock during the relevant period, including dividends. Executives also may defer RSU grants and performance shares under the Deferred Compensation Plan. See “2019 Non-Qualified Deferred Compensation” on page 46, for more information regarding our deferred compensation plans. Other Benefits During fiscal 2019, we provided limited additional personal benefits to certain executive officers. Executive use of our company plane for personal reasons is authorized only in limited and specific circumstances. Our Board had approved Mr. Jones’ service as a member of the board of directors of another company in recognition of the valuable professional development opportunities such service can provide Mr. Jones while serving as our Chief Executive Officer. During fiscal 2019, Mr. Jones traveled to most of this board’s meetings on our company aircraft to minimize travel time and to facilitate his service on that board. We provided health and welfare benefit plans to all our executives under the plans available to most of our employees, including medical, dental, vision, life insurance, and short-and long-term disability coverage. In addition, all our executives were eligible to receive a comprehensive physical examination. We covered costs of these examinations in fiscal 2019 and reimbursed the taxes relating to payment of those costs. The NEOs also may use the normal health plan for routine annual physicals as needed. Executive Employment and Other Agreements We do not have an employment agreement with any of our NEOs. Our NEOs have agreements under which certain benefits would become payable in the event of a change-in-control of our company and subsequent termination of the executive’s employment. Mr. Jones has a severance agreement that is separate from his change-in-control agreement. Severance Agreement with Wilson Jones We have a severance agreement with Mr. Jones. If we terminate Mr. Jones’ employment without cause or Mr. Jones terminates his employment for good reason, then, provided he executes a release of claims, Mr. Jones will be entitled to receive severance compensation approximating two years’ salary and target bonus, together with welfare benefits. See “Potential Payments upon Termination or Change-In-Control” for more information regarding Mr. Jones’ severance agreement and potential amounts that we may pay under that agreement. Change-In-Control Agreements We have severance agreements with all NEOs that would provide each of them with reasonable compensation if their employment is terminated in certain defined circumstances following a change-in-control of our company. We entered into these agreements to provide our company with certain protections — specifically to retain key executives prior to or following a change-in-control and to ensure key executives consider the best interests of shareholders when making decisions during a potential or actual change-in-control. The Committee administers the severance agreements and selects executive officers who are eligible for these agreements. The Committee eliminated the Internal Revenue Code Section 280G tax gross up benefit from payments due under new severance agreements. Although the Committee has since approved amendments to certain severance agreements that our company had entered into prior to the Committee’s determination, the amendments that the Committee has approved with respect to those severance agreements that provide for a Section 280G tax gross up benefit have been only those necessary to cause such severance agreements to comply with Internal Revenue Code Section 409A. Under the executive severance agreements, after a OSHKOSH CORPORATION 2019 Proxy Statement 36

 

COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DECISIONS FOR FISCAL 2019 change-in-control of our company, if an executive’s employment is terminated other than by reason of death, disability or for cause, the executive is entitled to the following: Additional Retirement Benefits Outplacement, Legal, Continued Welfare Benefits Tax Gross-up for “Excess Parachute Payments” (1) Cash Payment Mr. Jones 3x base salary and bonus n/a 3 years No Mr. Sagehorn 3x base salary and bonus Present value pension benefit 3 years Yes Mr. Pfeifer 2x base salary and bonus n/a 2 years No Mr. Nerenhausen 2x base salary and bonus n/a 2 years No Mr. Johnson 2x base salary and bonus n/a 2 years No (1) In fiscal 2009, the Committee eliminated the Internal Revenue Code Section 280G tax gross-up benefit from payments due under severance agreements for any new agreements after that date. Each executive is also entitled to a cash termination payment and other benefits if the executive terminates employment for good reason, as defined in the severance agreements, after a change-in-control. The form of agreement to which Messrs. Jones, Pfeifer, Nerenhausen, and Johnson are a party provides that, to the extent that payments to any of those executives would be considered “excess parachute payments,” the payments will be reduced to a point at which they are no longer considered excess parachute payments, or the executive will receive the full payment and be personally liable for the excise tax, whichever produces the larger after-tax benefit to the executive. The Committee has approved severance agreements for other officers with terms that are not as favorable to those officers (among other things, by providing for a maximum of one times base salary and bonus), and the Committee carefully selects the appropriate agreement for a given executive after considering relevant circumstances in each case. See “Potential Payments On Termination or Change-in-Control” for more information regarding these severance agreements and potential amounts under them to our NEOs. Executive Incentive Compensation Clawback Policy In September 2011, the Committee adopted the Oshkosh Corporation Executive Incentive Compensation Recoupment Policy, which is also known as a “clawback policy”. The policy applies to all non-equity incentive compensation and equity awards granted on or after September 30, 2011. Under the policy, if we must prepare an accounting restatement relating to our publicly-reported consolidated financial statements due to our material noncompliance with financial reporting requirements under U.S. federal securities laws, our company will have the right, to the extent permitted by law, to take appropriate action to recoup all or part of any incentive award actually paid to a covered executive if the amount of money or number of shares paid to the executive was expressly based on the achievement of financial results that were subject to the restatement and the executive would have been paid a lower amount or number of shares based on the financial results after the restatement. Stock Ownership Guidelines for Executive Officers The Committee has adopted executive officer stock ownership guidelines to align our executives’ interests with those of shareholders. The Committee requires executives to attain stock ownership at the following levels: Ownership Level as a Multiple of Base Salary In Compliance Wilson R. Jones, Chief Executive Officer 5x annual base salary Yes David M. Sagehorn, Chief Financial Officer 4x annual base salary Yes John C. Pfeifer, Chief Operating Officer 4x annual base salary Yes Frank R. Nerenhausen and James W. Johnson, Executive Vice Presidents 3x annual base salary Yes OSHKOSH CORPORATION 2019 Proxy Statement 37

 

COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DECISIONS FOR FISCAL 2019 It is the Committee’s policy that each NEO must achieve the required level of stock ownership within five years of becoming a NEO. Stock ownership includes stock that is not restricted in any way and the value of exercisable stock options, based on the market price of our common stock, the exercise price, and taxes the officer would pay on exercise. An executive who does not meet the ownership guidelines within the requisite timeframe will not receive approval to sell shares or to exercise options unless the net proceeds of that transaction are reinvested in common stock. As of November 29, 2019, all NEOs exceeded their respective stock ownership requirements except Mr. Pfeifer, who has not been in his current position for five years. Prohibition Against Hedging and Pledging We prohibit directors, all officers and all other employees from entering into certain transactions for their individual accounts that include hedging or pledging our company’s securities. Without limitation, the prohibition on hedging includes any financial instruments or other transactions that hedge or offset, or are designed to hedge or offset, any position relating to company securities (including compensation awards), including prepaid variable forward contracts, equity swaps, collars, puts, calls and other derivative instruments and exchange funds. Tax Treatment of Compensation The Committee views the impact of the tax deductibility of executive compensation as one of the many factors to consider in the context of its overall compensation objectives. Starting with our fiscal 2019, Section 162(m) of the Internal Revenue Code (Section 162(m)) limits our U.S. federal income tax deduction for compensation that exceeds $1,000,000 paid to each of our “covered employees” during the year. Our covered employees include our NEOs for fiscal 2019, as well as any individual who was a named executive officer for any fiscal year beginning after December 31, 2016. Prior to our fiscal 2019 this deduction limitation did not apply to certain performance-based compensation and did not apply to any compensation paid to our chief financial officer, who was not considered a covered employee. The only exception to the deduction limitation that remains in effect is for compensation that is paid pursuant to a binding contract in effect on November 2, 2017, that would otherwise have been deductible under the prior Section 162(m) rules (Grandfathered Compensation). In determining the compensation paid or awarded to our NEOs during fiscal 2019, the Committee strived to achieve the objectives of our compensation program, including attracting, retaining, motivating and sustaining high performing executive talent and incentivizing the achievement of both short and long-term results through the alignment of rigorously set performance goals and pay. In structuring our compensation program in a manner consistent with these goals, the Committee may approve compensation that is not fully deductible under Section 162(m) if the Committee believes it will contribute to the achievement of our business objectives. Relation of Our Compensation Policies and Procedures to Risk Management Our senior management conducted a comprehensive risk assessment of each element of our compensation program to evaluate the levels of risk-taking that each of those elements could potentially encourage. Management then presented this risk assessment to the Committee. After reviewing management’s risk assessment, the Committee determined that our compensation program effectively creates a proper balance between appropriate risk-taking and competitive compensation. Based on the Committee’s determination, we believe our compensation program does not create risks that are reasonably likely to have a material adverse effect on our company. OSHKOSH CORPORATION 2019 Proxy Statement 38 Risk Mitigation Features Include: Multiple performance measures Clawback policy Stock ownership and holding guidelines Anti-hedging guidelines Limited change-in-control benefits Incentive plan caps

 

COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION DECISIONS FOR FISCAL 2019 Human Resources Committee Report The Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Human Resources Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. » » » » Stephen D. Newlin, Chair Kimberley Metcalf-Kupres John S. Shiely Craig Omtvedt (Alternate Member) OSHKOSH CORPORATION 2019 Proxy Statement 39

 

COMPENSATION TABLES 2019 Summary Compensation Table Executive Officer and Chief Financial Officer President, Access (1) Mr. Pfeifer was not an employee of the company during fiscal 2017 and 2018. Information for Mr. Johnson for fiscal 2017 and 2018 is not required because he was not a NEO during these periods. (2) Amounts in this column are based on the aggregate grant date fair value of awards to our NEOs under our 2017 Incentive Stock and Awards Plan rather than actual amounts paid to these officers or amounts the officers actually realized or will realize as a result of these awards. We computed the aggregate grant date fair value of these awards in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation (“FASB ASC Topic 718”). We based the fair value of restricted stock unit awards on the market price of the underlying shares awarded on the date of grant. We calculated the fair value of option awards using the Black-Scholes valuation model. Note 4 to our audited consolidated financial statements for the fiscal year ended September 30, 2019, included in our Annual Report on Form 10-K filed with the SEC on November 19, 2019, includes the assumptions we used to calculate these amounts. We have granted performance shares that vest at the end of the third fiscal year following the grant date to our NEOs. Our NEOs earn shares under performance share awards only if our total shareholder return, as to half of the awards, and return on invested capital results, as to the other half, over the three-year performance period compare favorably to those of a comparator group of companies. Potential payouts range from 0% to 200% of the target amounts for these awards. Amounts in the “Stock Awards” column relating to the performance share awards are the value at the grant date, based upon the probable outcome of the performance conditions, consistent with the estimate of the aggregate compensation cost to be recognized over the service period in accordance with FASB ASC Topic 718, determined using a Monte Carlo simulation model for relative TSR and fair market value of the underlying shares on the grant date for relative ROIC. Assuming performance at the highest level, the aggregate values of the performance share awards during fiscal 2019 at the date of grant for each of our NEOs (based on the maximum number of shares that an officer could earn under an award and our stock price on the date of grant) were as follows: $4,322,286 for Mr. Jones, $1,100,399 for Mr. Sagehorn, $637,769 for Mr. Nerenhausen, and $498,980 for Mr. Johnson. OSHKOSH CORPORATION 2019 Proxy Statement 40 Change in Pension Value and Non-Qualified Non-Deferred Stock Option Equity Incentive CompensationAll Other FiscalAwards Awards PlanEarnings Compensation YearSalaryBonus ($) ($) Compensation($) ($) Name and Principal Position (1) ($) ($) (2) (2) ($) (3) (4)(5)(6)(7) Total ($) Wilson R. Jones,2019 1,140,001— 4,883,171 1,220,0002,256,889201,990556,115 President and Chief 2018 1,161,923— 4,884,020 1,220,5492,664,940—658,208 2017 1,107,692— 4,274,343 1,830,0172,652,147—570,215 10,258,166 10,589,640 10,434,414 David M. Sagehorn,2019692,160— 1,243,220310,000783,021460,580242,907 Executive Vice President 2018700,818— 1,244,640310,002900,534—268,199 2017667,489— 1,088,460465,293922,069—270,955 3,731,888 3,424,193 3,414,266 John C. Pfeifer,2019277,308 150,000 3,800,229—352,925—40,314 Executive Vice President and Chief Operating Officer (8) 4,620,776 — — Frank R. Nerenhausen,2019559,755— 1,221,077180,000705,627338,517227,544 Executive Vice President, 2018535,742—684,303170,434713,181—208,516 Equipment segment2017491,723—492,407210,429543,895—186,937 3,232,520 2,312,176 1,925,391 James W. Johnson,2019462,961— 1,063,464140,000492,27236,519169,827 Executive Vice President, President, Fire & Emergency segment 2,365,043

 

 

COMPENSATION TABLES (3) The amounts in this column reflect the change in actuarial present value from the prior year of the NEO’s benefits under our applicable retirement plans determined using the assumptions set forth in footnote (1) to the Pension Benefits Table below. Mr. Pfeifer is not entitled to any benefits under these plans. As we discuss more fully elsewhere, we froze benefits under both our qualified and non-qualified defined benefit plans effective December 31, 2012, and now provide benefits under new, qualified and non-qualified defined contribution plans. (4) The amounts shown in this column include benefits earned in fiscal 2019 under the Defined Contribution Executive Retirement Plan of $490,860 for Mr. Jones, $214,666 for Mr. Sagehorn, $20,675 for Mr. Pfeifer, $193,420 for Mr. Nerenhausen, and $138,621 for Mr. Johnson. We made fiscal 2019 contributions to the qualified defined contribution retirement benefit plan of $16,800 to Messrs. Jones, Sagehorn, Nerenhausen, and Johnson and $16,639 to Mr. Pfeifer. (5) The amount shown in the column for all years for Mr. Jones includes incremental costs associated with the use of our company aircraft to attend meetings of the board of directors of another company. The amount for fiscal 2019 is $27,469. (6) The amount shown in the column for fiscal 2019 for Mr. Jones includes $14,409 for an annual physical examination outside our normal health plan. (7) The amount shown in the column for fiscal 2019 for Mr. Sagehorn includes $2,072 to reimburse him for taxes he incurred in connection with an annual physical examination outside our normal health plan that was included in his fiscal 2019 All Other Compensation. (8) Mr. Pfeifer’s fiscal 2019 compensation, which the Human Resources Committee approved, for the purposes of this table reflects a pro-rated salary and pro-rated non-equity incentive compensation based on a hire date of May 1, 2019. As of September 30, 2019, Mr. Pfeifer’s annual base salary was $700,000 and his annual non-equity incentive plan target percentage was 90% of his annual base salary. At the time of hire, Mr. Pfeifer received a one-time cash sign on bonus of $150,000. He is obligated to repay this bonus in full if his employment terminates within one year of his commencement, and he is obligated to repay half if his employment terminates after one year but within two years of his commencement. We provided this bonus to Mr. Pfeifer to offset in part his loss of a pro rata portion of the target non-equity incentive compensation from his prior employer. Mr. Pfeifer also received a one-time restricted stock unit grant on his date of hire under our 2017 Incentive and Stock Awards Plan which was intended to offset the loss of certain unvested equity awards from Mr. Pfeifer’s previous employer. OSHKOSH CORPORATION 2019 Proxy Statement 41

 

COMPENSATION TABLES 2019 Grants of Plan Based Awards Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under Equity Incentive Plan Awards (2) All Other Option Awards: Exercise All Other Stock Awards: Number of Grant Date Fair Value of Stock and Awards ($)(3) Number of Securities or Base Price of Option Awards ($/Sh) Shares of Underlying Grant Threshold Target ($) Maximum Threshold Target (#) Maximum (#) Stock or Units (#) Options (#) Name Date ($) ($) (#) Wilson R. Jones 11/19/2018 798,001 1,596,001 3,192,002 16,350 32,700 65,400 36,925 61,000 66.09 6,103,171 David M. Sagehorn 11/19/2018 276,864 553,728 1,107,456 4,163 8,325 16,650 9,400 15,500 66.09 1,553,220 John C. Pfeifer (4) 5/1/2019 124,789 249,577 499,154 — — — 47,050 — — 3,800,229 Frank R. Nerenhausen (4) 11/19/2018 5/6/2019 223,902 — 447,804 — 895,608 — 2,413 — 4,825 — 9,650 — 5,450 6,175 9,000 — 66.09 — 900,655 500,422 James W. Johnson (4) 11/19/2018 5/6/2019 173,611 — 347,221 — 694,442 — 1,888 — 3,775 — 7,550 — 4,250 6,175 7,000 — 66.09 — 703,042 500,422 (1) The amounts shown represent the threshold, target and maximum awards that each of our NEOs could have earned under our annual cash incentive plan for fiscal 2019, as we describe more fully under “Compensation Discussion and Analysis — Annual Cash Incentive Awards”. The amount that each NEO earned for fiscal 2019 under these awards based on our actual performance for fiscal 2019 appears in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) The amounts shown represent the threshold, target and maximum payouts under performance share awards that we awarded in fiscal 2019 to the NEOs under our 2017 Incentive Stock and Awards Plan as we describe more fully under “Compensation Discussion & Analysis — Equity-based Long-term Incentive Awards — Performance Share Awards.” Achievement of the threshold amount requires, as to half of the awards, relative total shareholder return (TSR) and, as to the other half, relative return on invested capital (ROIC) at or above the 25% percentile as compared to their respective comparator groups over a three-year TSR performance period or an 11 quarter ROIC performance period, respectively. Payments are pro-rated for performance between the 25th and 75th percentiles. The awards are subject to a payout cap, using our share price at the end of the performance period, equal to 400% of the aggregate value of the number of shares that the participant would have received for performance at the 50th percentile determined based on our share price on the date of the award of performance shares. We pay the awards that executives earn, including a pro-rata amount upon a qualifying retirement, in shares of our common stock on a one-for-one basis and include credit for any dividends our Board approves during the performance period. However, we do not pay dividends or dividend equivalents with respect to unearned performance share awards. (3) The dollar amount includes the grant date fair value of the stock options that we granted in fiscal 2019 calculated using the Black-Scholes valuation model in accordance with FASB ASC Topic 718. Amounts relating to the relative TSR performance share awards are based on valuations under a Monte Carlo simulation in accordance with FASB ASC Topic 718. Amounts relating to the relative ROIC performance share awards and restricted stock units are based on the fair market value of the underlying common stock on the grant date. (4) For each of Messrs. Nerenhausen and Johnson, the Human Resources Committee approved and granted, to encourage retention of key leadership talent, restricted stock units on May 6, 2019. Mr. Pfeifer also received a one-time restricted stock unit grant on his date of hire under our 2017 Incentive and Stock Awards Plan which was intended to offset the loss of certain unvested equity awards from Mr. Pfeifer’s previous employer. OSHKOSH CORPORATION 2019 Proxy Statement 42

 

COMPENSATION TABLES Outstanding Equity Awards at 2019 Fiscal Year End Option Awards Stock Awards Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (5)(6)(7) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (6)(7) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Market Value of Shares or Units of Stock That Have Not Vested ($) (4)(5) Number of Securities Underlying Unexercised Options — Unexercisable (#) (1)(2)(3) Number of Shares or Units of Stock That Have Not Vested (#) (4) Number of Securities Underlying Unexercised Options — Exercisable (#) Option Exercise Price ($) Option Expiration Date (1)(2) Name Wilson R. Jones 19,400 31,200 100,450 59,716 15,158 47.33 46.94 41.52 66.89 86.59 66.09 09/16/20 09/15/21 11/12/22 11/21/23 11/20/27 11/19/28 69,206 5,245,815 104,475 7,919,205 29,859 30,317 61,000 David M. Sagehorn 34,600 15,183 3,850 41.52 66.89 86.59 66.09 11/12/22 11/21/23 11/20/27 11/19/28 17,611 1,334,914 26,625 2,018,175 7,592 7,700 15,500 John C. Pfeifer 47,408 3,593,526 Frank R. Nerenhausen 7,200 11,600 15,625 6,866 2,116 47.33 46.94 41.52 66.89 86.59 66.09 09/16/20 09/15/21 11/12/22 11/21/23 11/20/27 11/19/28 15,882 1,203,856 15,125 1,146,475 3,434 4,234 9,000 James W. Johnson 3,800 5,000 1,491 41.52 66.89 86.59 66.09 11/12/22 11/21/23 11/20/27 11/19/28 13,469 1,020,950 11,425 866,015 2,500 2,984 7,000 (1) The options that expire on November 20, 2027 and November 19, 2028 have a duration of ten years from the date of grant and vested or will vest ratably over a three-year period beginning on the first anniversary of the grant date. (2) All options other than those described in footnote 1 above, have a duration of seven years from the date of grant and vested ratably over a three-year period beginning on the first anniversary of the grant date. (3) All options become fully vested upon termination of employment as a result of death, disability or retirement and must be exercised within one year of death or disability and three years of retirement. Retirement means that a participant’s employment terminates at a time when the participant is at least age 55 and has completed at least five (5) years of continuous service with our company. OSHKOSH CORPORATION 2019 Proxy Statement 43

 

COMPENSATION TABLES (4) The vesting dates for all restricted stock units that our NEOs held at September 30, 2019, are as follows: Name Vesting Date No. of Units Wilson R. Jones 11/19/2019 11/20/2019 11/21/2019 11/19/2020 11/20/2020 11/19/2021 12,443 9,631 12,613 12,444 9,630 12,445 David M. Sagehorn 11/19/2019 11/20/2019 11/21/2019 11/19/2020 11/20/2020 11/19/2021 3,167 2,451 3,205 3,168 2,451 3,169 John C. Pfeifer 5/1/2020 5/1/2021 5/1/2022 15,802 15,803 15,803 Frank R. Nerenhausen 11/19/2019 11/20/2019 11/21/2019 5/6/2020 11/19/2020 11/20/2020 5/6/2021 11/19/2021 5/6/2022 1,836 1,349 1,451 2,074 1,837 1,350 2,074 1,837 2,074 James W. Johnson 11/19/2019 11/20/2019 11/21/2019 5/6/2020 11/19/2020 11/20/2020 5/6/2021 11/19/2021 5/6/2022 1,432 948 1,054 2,074 1,432 948 2,074 1,433 2,074 (5) We used the closing price of our common stock of $75.80 on September 30, 2019, to calculate the value of unvested units. (6) The vesting dates for all performance shares that our NEOs held at September 30, 2019, are as follows: Vesting Date of Performance Shares TSR 09/30/20 TSR 9/30/21 ROIC 09/30/20 ROIC 09/30/21 Name Wilson R. Jones 10,875 28,450 28,200 36,950 David M. Sagehorn 2,775 7,250 7,200 9,400 John C. Pfeifer — — — — Frank R. Nerenhausen 1,525 4,200 3,950 5,450 James W. Johnson 1,075 3,300 2,800 4,250 (7) The number and value of performance shares reflected in the above table (and in note (6)) assume performance at the target level for the TSR-based award vesting on September 30, 2021 and at maximum level for the remaining awards. OSHKOSH CORPORATION 2019 Proxy Statement 44

 

COMPENSATION TABLES 2019 Option Exercises and Stock Vested Option Awards Stock Awards Number of Shares Acquired on Exercise (#) Number of Shares Acquired on Vesting (#) Value Realized on Exercise ($) Value Realized on Vesting ($)(1) Name — — 76,445 5,401,288 Wilson R. Jones David M. Sagehorn 44,825 1,436,365 20,845 1,463,347 John C. Pfeifer — — — — Frank R. Nerenhausen 20,000 864,181 9,652 676,281 James W. Johnson — — 7,000 490,698 (1) Reflects the amount calculated by multiplying the number of restricted stock units and performance shares vested by the market price of our common stock on the vesting date. 2019 Pension Benefits The table below sets forth the number of years of credited service and the present value of accumulated benefits and payments during fiscal 2019 under the Oshkosh Corporation Retirement Plan and the Oshkosh Corporation Executive Retirement Plan for each named executive officer who participates in such plans. Present Value of Accumulated Benefit ($) (2) Number of Years of Credited Service (#) (1) Payments During Last Fiscal Year ($) Name Plan Name Wilson R. Jones Retirement Plan Executive Retirement Plan 8 5 332,296 812,907 — — David M. Sagehorn Retirement Plan Executive Retirement Plan 13 9 492,997 1,804,776 — — John C. Pfeifer Retirement Plan Executive Retirement Plan — — — — — — Frank R. Nerenhausen Retirement Plan Executive Retirement Plan 27 3 672,135 992,426 — — James W. Johnson Retirement Plan Executive Retirement Plan 3 3 124,344 51,042 — — (1) Years of credited service under the Retirement Plan are based on the executive working one thousand hours during the plan year (i.e., March 1 — February 28). Years of credited service under the Executive Retirement Plan are based on completed years and months of employment with us, and vesting under the Executive Retirement Plan is based on completed years of employment as an executive officer. Participants do not accrue additional years of credited service under the Retirement Plan or the Executive Retirement Plan after December 31, 2012, but vesting service continues under both plans. (2) The actuarial values of the accumulated plan benefits for the Retirement Plan and the Executive Retirement Plan were calculated using the unit credit valuation method and the following assumptions, among others: that the participants retire at their first unreduced retirement age of 62; that the benefit calculation date is September 30, 2019, consistent with our accounting measurement date for financial statement reporting purposes; a discount rate of 3.10%; a post-retirement mortality assumption based on the RP-2014 table with MP-2017 mortality improvement scale using a generational projection; final average pay based on current average pay, without projection; payment in the form of a single life annuity; that the Retirement Plan benefit accrued ratably over the participant’s years of service up to December 31, 2012, the date benefits were frozen; and that the Executive Retirement Plan benefit accrued ratably over the first 20 years from the date of hire up to December 31, 2012, the date benefits were frozen, and vested (or will vest) 20% per year from years 5 to 10 beginning when the employee became an officer. OSHKOSH CORPORATION 2019 Proxy Statement 45

 

 

COMPENSATION TABLES Oshkosh Corporation Retirement Plan — Under the Retirement Plan, a salaried employee is entitled to receive upon retirement at age 65 a monthly benefit equal to 50% of average monthly compensation less 45% of the primary social security benefit payable at age 65, reduced by 1/30th for each benefit accrual year of service less than 30, or certain actuarially equivalent benefits. Average monthly compensation is based on the average of the five highest consecutive years of base salary (subject to a maximum established pursuant to IRS regulations) prior to the participant’s normal retirement age or other date of termination. One thousand hours constitute a year of service. As of March 1, 1994, IRS regulations lowered the maximum amount of compensation allowed to be included in benefit calculations from $235,840 to $150,000. This amount was increased to $160,000 as of March 1, 1997, $170,000 as of January 1, 2000, $200,000 as of January 1, 2002, $205,000 as of January 1, 2004, $210,000 as of January 1, 2005, $220,000 as of January 1, 2006, $225,000 as of January 1, 2007, $230,000 as of January 1, 2008, $245,000 as of January 1, 2009 and $250,000 as of January 1, 2012. Accrued benefits calculated as of February 28, 1994 at the higher limit have been grandfathered. An employee who has reached the age of 55 with a minimum of five years of service may retire and begin to receive the actuarial equivalent of his or her pension benefits. The pension benefits payable to such an employee are equal to 50% of the pension benefits that would have been payable had the employee remained employed with us until age 65. The percentage paid increases for each year of continued service with us between the date on which the employee reaches age 55 and the date on which the employee reaches age 65. The spouse of an employee who dies after becoming eligible for early retirement is entitled to a monthly benefit equivalent to 50% of the amount of the life annuity that would have been payable to a participant at normal retirement age. As of September 30, 2019, Mr. Jones, Mr. Sagehorn, and Mr. Nerenhausen were eligible for retirement under the Retirement Plan but the other NEOs were not eligible. Benefits under the Retirement Plan were frozen effective December 31, 2012; we now provide benefits under a new, qualified defined contribution plan. Oshkosh Corporation Executive Retirement Plan — Under the Executive Retirement Plan, certain of our officers, including the NEOs are entitled to receive upon retirement a monthly benefit equal to 24% of their average monthly compensation at age 55, increasing to 40% of average monthly compensation at age 62, in each case prorated if the executive has less than 20 years of service at retirement. This amount is reduced by the amount of any pension payable by us under the Retirement Plan, the annuity value of the executive’s 401(k) plan match, and 50% of the executive’s social security benefit. Average monthly compensation is based on the average of the executive’s compensation (base salary plus bonus) for the highest five years of pay (not necessarily consecutive) in the last ten years of credited service. The spouse of an executive who dies after becoming eligible for early retirement is entitled to receive 50% of the Executive Retirement Plan benefit that would have been payable to the executive as of September 30, 2019. As of September 30, 2019, Mr. Jones, Mr. Sagehorn, and Mr. Nerenhausen were eligible for retirement under the Retirement Plan but the other NEOs were not eligible. Benefits under the Executive Retirement Plan were frozen effective December 31, 2012; we now provide benefit under a new, non-qualified defined contribution plan. 2019 Non-Qualified Deferred Compensation Aggregate Balance at Last Fiscal Year End ($) (3) Aggregate Earnings in Last Fiscal Year ($) (2) Registrant Contributions in Last Fiscal Year ($) (1) Executive Contributions in Last Fiscal Year ($) Aggregate Withdrawals/ Distributions ($) Name Wilson R. Jones — 490,860 114,709 — 2,855,216 David M. Sagehorn — 214,666 55,017 — 1,595,558 John C. Pfeifer — 20,675 — — 20,675 Frank R. Nerenhausen — 193,420 54,685 — 1,108,470 James W. Johnson — 138,621 32,929 — 896,235 (1) The amounts shown in this column represent benefits earned under the Defined Contribution Executive Retirement Plan, which amounts also appear in the “All Other Compensation” column in the 2019 Summary Compensation Table for fiscal 2019. (2) The amounts shown in this column represent earnings in fiscal 2019 that are neither above market nor preferential. Accordingly, the amounts are not included in the Summary Compensation Table for fiscal 2019. OSHKOSH CORPORATION 2019 Proxy Statement 46

 

COMPENSATION TABLES (3) The amount shown in this column in excess of the sum of the amounts from the preceding columns includes $1,940,507 for Mr. Jones, $1,103,145 for Mr. Sagehorn, $552,058 for Mr. Nerenhausen, and $204,476 for Mr. Johnson that was previously reported in the Summary Compensation Table for years prior to fiscal 2019. Mr. Pfeifer was not an employee of the company in prior years. Oshkosh Corporation Deferred Compensation Plan for Directors and Executive Officers — Under the Deferred Compensation Plan, each participating NEO may defer up to 65% of base salary for the plan year, up to 85% of annual incentive compensation payable in the plan year for services and performance during the preceding plan year, and up to 100% of any share-based long-term incentives. An executive participating in the Deferred Compensation Plan may elect to have deferrals credited to a fixed-income investment account or a stock account. Deferrals credited to a fixed-income investment account earn interest at the prime rate as published in The Wall Street Journal on the last business day of the immediately preceding plan year quarter, plus 1%. Deferrals credited to a stock account are treated as though invested in our common stock. Any dividends earned on our common stock are reinvested in each executive’s stock account. Payments from the Deferred Compensation Plan may be made in a lump sum or in annual installments for up to ten years, at the election of the executive. Payments generally commence six months after the executive’s separation from service with us. However, in the event of a change in control, as defined in the Deferred Compensation Plan, we will pay out the accounts of all executives in a single lump sum cash payment. Oshkosh Corporation Defined Contribution Executive Retirement Plan — Under our non-qualified Defined Contribution Executive Retirement Plan, the NEOs are entitled to receive, upon separation from service, cash distributions of either a single lump sum payment or annual installments over a period of two to ten years, as elected by the participant, equal to the vested balance of the participant’s account. A participant’s account balance is equal to the sum of annual benefit credits made to the account, adjusted for returns based on the hypothetical investment experience of the selected investment option. For any participant in our Executive Retirement Plan on December 31, 2012, the annual benefit credits are equal to a percentage of the participant’s annual base pay and bonus. The percentage of compensation earned is 10% for participants under age 45; 12.5% for participants age 45 to 50; and 15% for participants over age 50. For individuals who became participants in our Executive Retirement Plan after December 31, 2012, the annual benefit credit is equal to the excess of the employer non-elective contribution under our tax-qualified Oshkosh Corporation and Affiliates Tax Deferred Investment Plan that would have been made for the applicable year but for the effect of the limitations imposed by Section 401(a)(17) or Section 415 of the Internal Revenue Code, over the amount of the contribution actually made. Effective June 1, 2014, all participants are immediately 100% vested. Each participant’s accumulated benefits change based on the hypothetical investment experience of the selected investment option. Available hypothetical investment options generally are the same as the investment options available under our tax-qualified defined contribution retirement plan. Potential Payments on Termination or Change-In-Control The following tables disclose potential payments and benefits to which our NEOs would be entitled upon a termination of employment or a change-in-control of our company. We list the estimated amount of compensation payable to each of our NEOs in each situation in the tables below if the termination or change-in-control occurred at September 30, 2019, and that our common stock had a value per share of $75.80, which was the closing market price on September 30, 2019. The actual amount of payments and benefits can be determined only at the time of such a termination or change-in-control, and likely would vary from the estimated amounts in the tables below. Descriptions of the circumstances that would trigger payments or benefits to our NEOs, how such payments and benefits are determined under the circumstances, material conditions and obligations applicable to the receipt of payments or benefits, and other material factors regarding such agreements and plans, as well as other material assumptions that we have made in calculating the estimated compensation, follow these tables. Refer to the Pension Benefits table above for the present value of amounts that our NEOs would receive upon retirement absent a change-in-control of our company. OSHKOSH CORPORATION 2019 Proxy Statement 47

 

COMPENSATION TABLES Change-in-Control and Termination Without Cause or for Good Reason ($) Involuntary Termination Without Cause or for Good Reason ($) Change in Control ($) Death ($) Disability ($) Retirement ($) Wilson R. Jones Triggered Payouts Cash Termination Payment Continued Life, Hospitalization, Medical and Dental Insurance Coverage Outplacement Services Legal and Accounting Advisor Services Unvested Stock Options Unvested Performance Shares Unvested Restricted Stock and Restricted Stock Units Unearned Annual Cash Incentive Awards Executive Retirement Plan Benefits Additional Change-in-Control Retirement Benefits Excise Tax Gross Up Payment 2,280,000 11,414,820 45,066 67,598 171,000 11,000 858,354 7,161,963 858,354 3,102,746 858,354 3,102,746 858,354 3,102,746 858,354 7,161,963 5,245,815 5,245,815 4,858,176 5,245,815 1,596,001 5,245,815 1,596,001 3,192,002 Total Pre-tax Benefit 9,206,915 9,206,915 8,819,276 5,517,068 14,862,133 26,526,551 Change-in-Control and Termination Without Cause or for Good Reason ($) Involuntary Termination Without Cause or for Good Reason ($) Change in Control ($) Death ($) Disability ($) Retirement ($) David M. Sagehorn Triggered Payouts Cash Termination Payment Continued Life, Hospitalization, Medical and Dental Insurance Coverage Outplacement Services Legal and Accounting Advisor Services Unvested Stock Options Unvested Performance Shares Unvested Restricted Stock and Restricted Stock Units Unearned Annual Cash Incentive Awards Executive Retirement Plan Benefits Additional Change-in-Control Retirement Benefits Excise Tax Gross Up Payment 4,842,687 65,899 103,824 11,000 218,150 1,825,112 218,150 791,112 218,150 791,112 218,150 791,112 218,150 1,825,112 1,334,914 1,334,914 1,236,229 1,334,914 553,728 1,334,914 553,728 339,698 Total Pre-tax Benefit 2,344,176 2,344,176 2,245,491 3,931,904 9,295,012 OSHKOSH CORPORATION 2019 Proxy Statement 48

 

COMPENSATION TABLES Change-in-Control and Termination Without Cause or for Good Reason ($) Involuntary Termination Without Cause or for Good Reason ($) Change in Control ($) Death ($) Disability ($) Retirement ($) John C. Pfeifer Triggered Payouts Cash Termination Payment Continued Life, Hospitalization, Medical and Dental Insurance Coverage Outplacement Services Legal and Accounting Advisor Services Unvested Stock Options Unvested Performance Shares Unvested Restricted Stock and Restricted Stock Units Unearned Annual Cash Incentive Awards Executive Retirement Plan Benefits Additional Change-in-Control Retirement Benefits Excise Tax Gross Up Payment 1,400,000 43,478 105,000 5,500 3,593,526 3,593,526 3,593,526 249,577 3,593,526 249,577 Total Pre-tax Benefit 3,593,526 3,593,526 3,843,103 5,397,081 Change-in-Control and Termination Without Cause or for Good Reason ($) Involuntary Termination Without Cause or for Good Reason ($) Change in Control ($) Death ($) Disability ($) Retirement ($) Frank R. Nerenhausen Triggered Payouts Cash Termination Payment Continued Life, Hospitalization, Medical and Dental Insurance Coverage Outplacement Services Legal and Accounting Advisor Services Unvested Stock Options Unvested Performance Shares Unvested Restricted Stock and Restricted Stock Units Unearned Annual Cash Incentive Awards Executive Retirement Plan Benefits Additional Change-in-Control Retirement Benefits Excise Tax Gross Up Payment 2,626,362 43,442 90,000 5,500 117,987 1,036,698 117,987 444,767 117,987 444,767 117,987 444,767 117,987 1,036,698 1,203,856 1,203,856 864,958 1,203,856 447,804 1,203,856 447,804 16,604 Total Pre-tax Benefit 1,766,610 1,766,610 1,427,712 2,806,345 5,588,253 OSHKOSH CORPORATION 2019 Proxy Statement 49

 

COMPENSATION TABLES Change-in-Control and Termination Without Cause or for Good Reason ($) Involuntary Termination Without Cause or for Good Reason ($) Change in Control ($) Death ($) Disability ($) Retirement ($) James W. Johnson Triggered Payouts Cash Termination Payment Continued Life, Hospitalization, Medical and Dental Insurance Coverage Outplacement Services Legal and Accounting Advisor Services Unvested Stock Options Unvested Performance Shares Unvested Restricted Stock and Restricted Stock Units Unearned Annual Cash Incentive Awards Executive Retirement Plan Benefits Additional Change-in-Control Retirement Benefits Excise Tax Gross Up Payment 1,902,560 42,420 75,000 5,500 90,245 782,843 90,245 329,672 90,245 329,672 90,245 782,843 1,020,950 1,020,950 1,020,950 347,221 1,020,950 347,221 517 Total Pre-tax Benefit 1,440,867 1,440,867 2,241,259 4,267,256 OSHKOSH CORPORATION 2019 Proxy Statement 50

 

 

COMPENSATION AGREEMENTS Severance Agreement We have a severance agreement with Mr. Jones. If we terminate Mr. Jones’ employment without cause or Mr. Jones terminates his employment for good reason, then, provided he executes a release of claims, Mr. Jones will be entitled to receive severance compensation approximating two years’ salary and bonus, together with welfare benefits. Change-in-Control Agreements We currently have in effect Key Executive Employment and Severance Agreements, or KEESAs, with our executive officers, including each of our NEOs who was employed at September 30, 2019. Under the KEESAs, after a change-in-control of our company, if the executive’s employment is terminated, other than by reason of death, disability or for cause, the executive is entitled to a cash termination payment and other benefits. The executive also is entitled to a cash termination payment and other benefits if, after the change-in-control, the executive terminates his or her employment for good reason. The termination payment will be equal to the sum of the executive’s annual salary in effect at the change-in-control (or any subsequent higher salary) plus the highest annual bonus award paid during the three years before the change-in-control, multiplied by the number of years remaining in the employment period (up to three but at least one for Messrs. Jones and Sagehorn, and up to two, but at least one, for Messrs. Pfeifer, Nerenhausen, and Johnson). The amounts in the tables assume the maximum three years for Messrs. Jones and Sagehorn, or two years for Messrs. Pfeifer, Nerenhausen, and Johnson remaining in the employment period. If Mr. Sagehorn is entitled to a cash termination payment, then such executive also is entitled to the difference between the unreduced social security benefit payable if his employment continued until his unreduced social security age and the actual social security benefit payable at the end of the employment period. This payment ceases at the executive’s unreduced social security age. These benefits are disclosed as “Additional Change-in-Control Retirement Benefits” in the tables above. In addition, the KEESAs provide for outplacement services and continuation of life and disability insurance for up to three years, for Messrs. Jones and Sagehorn or two years, for Messrs. Pfeifer, Nerenhausen, and Johnson, as well as hospitalization, medical and dental coverage and other welfare benefits as in effect at the termination. The KEESA for Mr. Sagehorn provides that if the payments under the agreement are an “excess parachute payment” for purposes of the Internal Revenue Code, then we will pay the executive the amount necessary to offset the 20% excise tax the Internal Revenue Code imposes and any additional taxes on this payment. To the extent that payments to Messrs. Jones, Nerenhausen, under their agreements would be considered “excess parachute payments”, the payments will be reduced to a point at which they are no longer considered excess parachute payments, or the executive will receive the full payment and be personally liable for the excise tax, whichever produces the larger after-tax benefit. In fiscal 2008, we revised the terms of the KEESAs to ensure that payments under the agreement are not “income includible under Section 409A” for purposes of the Internal Revenue Code. However, if payments under the agreement are nonetheless “income includible under Section 409A,” then we can be obligated to pay the executive the 20% additional income tax that Internal Revenue Code Section 409A imposes and interest and any additional taxes on this payment. In consideration of the KEESA benefits, each executive officer party to a KEESA agrees not to compete with us for a period of 18 months after leaving his position and to keep in confidence any proprietary or confidential information for the same period. Our Board of Directors can waive both conditions. Under the KEESAs, there is a “change-in-control” if: • • • any person is or becomes the beneficial owner of securities representing 25% or more of our outstanding common stock; there is a change in the composition of our Board of Directors that at least two-thirds of the existing directors have not approved; a merger, consolidation or share exchange with any other corporation (or the issuance of voting securities in connection with a merger, consolidation or share exchange) is consummated, after which our shareholders control less than 50% of combined voting power; or our shareholders approve a plan of complete liquidation or dissolution or a sale or disposition by us of all or substantially all our assets is consummated. • This definition of change-in-control also applies to our 2017 Incentive Stock and Awards Plan. Under the KEESAs, the term “cause” generally means: • • • committing any act of fraud, embezzlement or theft in connection with the executive’s duties; continuing, willful and unreasonable refusal by an executive to perform duties or responsibilities; willfully engaging in illegal conduct or gross misconduct that causes us demonstrable and serious financial injury; OSHKOSH CORPORATION 2019 Proxy Statement 51

 

COMPENSATION AGREEMENTS • willfully disclosing our trade secrets or confidential information; or • engaging in competition with us that our Board of Directors determines to be materially harmful to us. Under the KEESAs, the term “good reason” generally means: • • a breach of the agreement by us; any reduction in the executive’s base salary, percentage of base salary available as incentive compensation or bonus opportunity, or benefits; a material adverse change in the executive’s working conditions or status with us from such working conditions or status in effect during the 180-day period prior to the change-in-control, including a significant change in the nature or scope of his or her authority, powers, functions, duties or responsibilities or a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that we remedy promptly after receipt of notice thereof; relocation of the executive’s principal place of employment to a location more than 50 miles from the executive’s principal place of employment during the 180-day period prior to the change-in-control; a mandate that the executive travel on business to a materially greater extent than was required during the 180-day period prior to the change-in-control; our failure to cause a successor to assume the executive’s agreement; or termination of the executive’s employment after a change-in-control without proper notice. • • • • • Performance Share Awards We granted performance share awards to our NEOs under our 2017 Incentive Stock and Awards Plan. Under this plan and the related award terms, if an executive’s employment terminates due to death, disability or retirement after the tenth trading day of the performance period in respect of an award, then the executive will receive a proportionate number of the shares of our common stock that the executive would have received had the performance period ended on the date of termination. If we cease to employ an executive for any reason other than death, disability or retirement, then the executive will forfeit any rights with respect to an award of performance shares. Under our 2017 Incentive Stock and Awards Plan, awards are subject to a form of “double trigger” vesting, which requires a termination of employment in addition to a change-in-control rather than “single trigger” vesting on a change-in-control. The amounts relating to relative TSR performance share awards that we granted in fiscal 2018 and 2019 reflect a payment amount equal to 67% and 155% respectively of the target performance share awards based on our relative TSR during the performance period. The amounts relating to relative ROIC performance share awards that we granted in fiscal 2018 and 2019 reflect a payment amount equal to 200% of the target performance awards based on our relative ROIC during the performance period. Restricted Stock Units We have granted restricted stock unit awards to our NEOs under our 2017 Incentive Stock and Awards Plan. Under this plan and the related award agreements, if an executive’s employment terminates due to death or disability, then any restricted stock units that are not vested will become fully vested at the time of such termination. The restricted stock units also fully vest if an executive’s employment is terminated because of a qualified retirement, except that, if the qualified retirement occurs prior to the first anniversary of the grant date of the restricted stock unit award, then only a pro-rata portion of the restricted stock units will vest. For grants that were made through fiscal 2017 we define qualified retirement as a retirement at a time when the executive is at least 55 years of age and the executive’s age, when added to his or her years of service with our company, equals or exceeds 70. Beginning with the November 2017 (fiscal 2018) grants, under the Oshkosh Corporation 2017 Incentive Stock and Awards Plan, we define qualified retirement as a retirement at a time when the executive is at least 55 years of age and has completed five years of service. The treatment of retirement prior to the first anniversary of the grant date as defined above has been maintained under the 2017 Incentive Stock and Awards Plan. Any grants made on or after February 7, 2017 are made under our 2017 Incentive Stock and Awards Plan. Mr. Jones, Mr. Sagehorn, and Mr. Nerenhausen were eligible for a qualified retirement at September 30, 2019. If we cease to employ an executive for any reason other than death, disability or a qualified retirement, then any restricted stock units held by the executive that are not vested on the date of such termination will be immediately forfeited. Under our 2009 Incentive Stock and Awards Plan, effective upon a change-in-control of our company, any restricted stock units that have not vested will vest and the executive will have the right to receive, in exchange for surrender of such restricted stock units, shares or an amount of cash equal to the greatest of (i) the fair market value of a share of our stock as determined on the date of the change-in-control, (ii) the highest per share price paid in the change-in-control transaction, or (iii) in certain change-in-control transactions, the fair market value of a share calculated on OSHKOSH CORPORATION 2019 Proxy Statement 52

 

COMPENSATION AGREEMENTS the date of surrender. Beginning with the November 2017 (fiscal 2018) equity grants, under our 2017 Incentive Stock and Awards Plan, awards are subject to a form of “double trigger” vesting, which requires a termination of employment in addition to a change-in-control rather than “single trigger” vesting on a change-in-control. Stock Option Agreements We have granted stock option awards to our NEOs under our 2009 Incentive Stock and Awards Plan and as of, February 7, 2017 under our 2017 Incentive Stock and Awards Plan. Under these plans and the related award terms, if an executive’s employment terminates due to death or disability, then the option award will become fully vested and will remain exercisable by the executive or his or her beneficiary for a period of one year after the date of such death or disability. If the executive’s employment terminates due to retirement, then the option award will become fully vested and will remain exercisable by the executive for a period of three years after the date of such retirement. Under our 2009 Incentive Stock and Awards Plan, effective upon a change-in-control of our company, the option award will fully vest and immediately become exercisable, and the executive holding the option award will have the right to receive, in exchange for surrender of each option, an amount of cash equal to the excess, if any, of the fair market value of a share of our common stock as determined on the date of exercise over the exercise price of the option. Beginning with the November 2017 (fiscal 2018) equity grants, under our 2017 Incentive Stock and Awards Plan, awards are subject to a form of “double trigger” vesting, which requires a termination of employment in addition to a change-in-control rather than “single trigger” vesting on a change-in-control. The amounts in the tables above include the value attributable to unvested stock options that our NEOs held valued at the amount by which the closing price of our common stock on September 30, 2019, exceeds the exercise price of the unvested options. Annual Cash Incentive Awards Upon a change-in-control of our company, for any annual cash incentive award that a named executive officer has not then earned, the executive is entitled to receive a proportionate amount of his or her annual cash incentive target award opportunity, based on the number of whole months that have elapsed in the fiscal year prior to the change-in-control. For each NEO, the amounts we disclose as “Unearned Annual Cash Incentive Awards” in the tables above assume that the change-in-control occurred prior to the end of the fiscal year (meaning the NEOs did not yet earn their annual cash incentive awards), but the amounts reflect the full target award opportunity rather than only a proportionate amount. The Summary Compensation Table reflects the actual amount of the annual cash incentive award that each NEO earned for fiscal 2019. NEOs would not be entitled to receive both the amount in the tables above and the amount in the Summary Compensation Table. For purposes of determining the amount of any excise tax that the Internal Revenue Code may impose because we paid an executive’s annual cash incentive target award opportunity upon a change-in-control of our company (and to enable us to estimate any excise tax gross-up payment that we would have to pay to Mr. Sagehorn), we assume the executive has earned the entire amount of the award as of September 30, 2019. Oshkosh Corporation Executive Retirement Plan Upon a change-in-control of our company, executives participating in our Executive Retirement Plan are vested without regard to the normal vesting schedule under the plan. Furthermore, if an executive’s employment is terminated for any reason following the change-in-control, the executive will be entitled to receive a single lump-sum cash payment equal to the present value (as determined under the Executive Retirement Plan) of the executive’s earned and vested benefits under the Executive Retirement Plan through December 31, 2004, within 60 days after the termination of the executive’s employment. “Change-in-Control” is defined in the same manner as under the KEESAs for this purpose. The executive also will be entitled to receive a single lump-sum cash payment equal to the present value (as determined under the Executive Retirement Plan) of the executive’s earned and vested benefits under the Executive Retirement Plan for the period commencing January 1, 2005, within 60 days of the change-in-control. “Change-in-Control” has a specified meaning for this purpose as defined in the Executive Retirement Plan. The amounts we disclose as “Executive Retirement Plan Benefits” in the tables on above include, for Mr. Jones, Mr. Sagehorn and Mr. Nerenhausen, who are not fully vested in their pension benefits, the value of the accelerated vesting of their benefits resulting from the change-in-control and the incremental increase in the value of their benefits resulting from the use of lump-sum-specific mortality and interest rate assumptions required by the Executive Retirement Plan that may differ from those used to calculate the monthly benefit that would have been paid upon retirement absent a change-in-control. OSHKOSH CORPORATION 2019 Proxy Statement 53

 

COMPENSATION AGREEMENTS Defined Contribution Executive Retirement Plan Under the Oshkosh Corporation Defined Contribution Executive Retirement Plan, following a change-in-control of our company, any participant who is terminated will be entitled to receive an immediate single-sum distribution of his or her account balance within 60 days. Deferred Compensation Plans Termination of an executive officer or a change-in-control of our company would not affect the amounts payable to our NEOs under the Oshkosh Corporation Deferred Compensation Plan for Directors and Executive Officers. CEO Pay Ratio As required by Item 402(u) of SEC Regulation S-K, we are providing the following information about the ratio of the annual total compensation of our median employee to the annual total compensation of Mr. Jones, our Chief Executive Officer (CEO). We used the same median employee for the fiscal 2019 disclosure that we used for fiscal 2018 disclosure as there were no significant changes to our workforce or compensation structure. We identified our median employee in fiscal 2018 for purposes of the ratio from all individuals that we or our consolidated subsidiaries employed, whether as a full-time, part-time, seasonal, or temporary worker, as of July 1, 2018 (other than the CEO) based on estimated fiscal 2018 annual base pay only. To determine estimated fiscal 2018 annual base pay, we used hourly pay rates and hours scheduled to be worked for hourly employees and annual salary rates for salaried employees, in each case as of July 1, 2018, taking into account hours scheduled to be worked to the extent applicable. No employees were excluded from this identification process other than the CEO. We calculated annual total compensation as defined for purposes of the Summary Compensation Table for both the median employee and our CEO using fiscal 2019 compensation. In calculating the median employee’s annual total compensation, the following compensation elements were included: base pay, shift differential, overtime, non-equity incentive compensation, and 401(k) match. Our median employee received none of the other types of compensation required to be included in the Summary Compensation Table: stock awards, option awards, bonus, change in pension value, nonqualified deferred compensation earnings, and other compensation. Based on this calculation, we estimate the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee for fiscal 2019 was 164:1. This ratio has been calculated in a manner consistent with the requirements of Item 402(u) of Regulation S-K. The table below summarizes the pay ratio: The SEC’s rules on identifying the median employee and determining the pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the pay ratio reported by other companies, which may have used other permitted methodologies or assumptions, and which may have a significantly different workforce structure from ours, may not be comparable to our CEO pay ratio. OSHKOSH CORPORATION 2019 Proxy Statement 54 Consistently Applied Compensation Measure Base salary only Excluded Employees Only the CEO Median Employee Location United States FY2019 Annual Total Compensation — CEO $10,258,166 FY2019 Annual Total Compensation — Median Employee $62,619 Pay Ratio: 164:1

 

Proposal 3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION As noted in the preceding discussion, executive compensation is an important matter both to us and to our shareholders. As a reflection of this importance and pursuant to SEC rules, we offer our shareholders the opportunity to approve, on a non-binding, advisory basis, the compensation of our NEOs. Accordingly, we are seeking input from shareholders with this advisory vote on the compensation of our NEOs as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables contained in this Proxy Statement in accordance with the SEC’s executive compensation disclosure rules. The Human Resources Committee has overseen the development and implementation of our executive compensation program. We have designed our compensation program to directly link a significant portion of the compensation of our NEOs to defined performance standards that promote balance between the drive for near-term growth and long-term increase in shareholder value. The Committee also designed our compensation program to attract, retain and motivate key executives who are essential to the implementation of our strategic growth initiatives and critical to the success of our MOVE strategy. The Human Resources Committee bases its executive compensation decisions on our core compensation principles, including the following: • • motivating our executives to perform with shareholders’ interests in mind; assembling and maintaining a senior leadership team with the skills necessary to successfully execute our MOVE strategy, maintain our competitiveness, and continue increasing the long-term market value of our company; and balancing awards earned for short-term results with awards earned for strategic decisions that we expect will sustain our long-term performance and deliver the results outlined in our MOVE strategy. • 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. We continued to meet these objectives in fiscal 2019. The Human Resources Committee took or implemented the following actions in fiscal 2019 with full consideration of our core compensation principles: • structured our annual cash incentive awards for fiscal 2019 with aggressive operating income targets and set annual cash incentives award targets close to the 50th percentile of the market; approved long-term equity awards for our NEOs in line with competitive market trends which provide retention and recognize performance of our NEOs and other officers to support returns for our shareholders; continued to significantly limit the payout amount under new severance agreements that we enter into with our executive officers; and continued to limit the number and value of other benefits. • • • Compensation actions like these demonstrate our philosophy of aligning executive compensation with our financial performance and the marketplace, and increasing long-term shareholder value. We will continue to design and implement our executive compensation program and policies in line with this philosophy to promote favorable performance results and generate greater value for our shareholders. Our MOVE objectives will continue to influence these decisions. We urge shareholders to read the Compensation Discussion and Analysis section and the accompanying compensation tables in this Proxy Statement, which provide detailed information on the compensation of our NEOs. The Human Resources Committee and our Board believe that the executive compensation program is effective in achieving our goals and that the compensation of our NEOs has supported and contributed to our success. OSHKOSH CORPORATION 2019 Proxy Statement 55

 

 

PROPOSAL 3  | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION The Board hopes shareholders will support the compensation of our NEOs as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables contained in this Proxy Statement. Accordingly, the Board recommends that shareholders vote in favor of the following resolution: “RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the NEOs as disclosed pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis section and compensation tables and narrative discussion contained in this Proxy Statement.” This advisory vote on the compensation of our NEOs is not binding on us, the Board, or the Human Resources Committee. However, the Board and the Human Resources Committee will review and consider the outcome of this advisory vote when making future compensation decisions for our NEOs. named executive officers as disclosed in the Compensation Discussion and OSHKOSH CORPORATION 2019 Proxy Statement 56 FOR  The Board of Directors recommends a vote FOR the compensation of our Analysis section and accompanying compensation tables contained in this Proxy Statement.

 

General Information About the Annual Meeting and Voting Q&A - ANNUAL MEETING AND VOTING PROCEDURES Q: A: Why am I receiving these materials? This Proxy Statement relates to the solicitation by our Board of Directors of proxies to be voted at our 2020 Annual Meeting of Shareholders, and at any adjournments or postponements of the Annual Meeting. We mailed our Notice of Internet Availability of Proxy Materials and we are making available this Proxy Statement on December 20, 2019, to all Oshkosh shareholders of record as of the close of business on December 13, 2019, the record date for voting at the Annual Meeting. Q: A: Who can attend the Annual Meeting? The Annual Meeting is for our shareholders of record as of the close of business on December 13, 2019, and invited guests. Q: A: Who is eligible to vote? All persons who own our common stock as of the close of business on December 13, 2019, are eligible to vote at the Annual Meeting. There were 68,257,915 shares of common stock outstanding and eligible to vote on that date. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting. Q: A: What constitutes a quorum for the Annual Meeting? A quorum consisting of a majority of the votes represented by the outstanding shares of our common stock is needed to carry on the business of the Annual Meeting. This majority may be present in person or by proxy. Abstentions and “broker non-votes” (when a broker does not have authority to vote on the proposal in question) are counted as present in determining whether there is a quorum. Q: A: How many votes are required to pass each of the proposals? This table shows the votes required for each proposal: Proposal Votes to pass Excluded from “votes cast” Election of directors The 10 nominees who receive the most votes of all votes cast will be elected Abstentions, votes withheld, and broker non-votes Ratification of the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending September 30, 2020 The votes cast “for” must exceed the votes cast “against” Abstentions Advisory vote on executive compensation The votes cast “for” must exceed the votes cast “against” Abstentions and broker non-votes Q: A: Who is soliciting my vote? In this Proxy Statement, our Board is soliciting your vote for matters being submitted for shareholder approval at the Annual Meeting. Giving us your proxy means that you authorize the individuals identified on the proxy card to vote your shares at the Annual Meeting in the manner you direct. If any matters not shown on the proxy card are properly brought before the Annual Meeting, the proxy holders will vote as recommended by our Board or, if no recommendation is given, in their own discretion. OSHKOSH CORPORATION 2019 Proxy Statement 57

 

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | Q&A - ANNUAL MEETING AND VOTING PROCEDURES Q: A: How does the Board recommend shareholders vote? The Board unanimously recommends that you vote: S FOR the election of all ten nominees to the Board of Directors; S FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2020; and S FOR the proposal to approve, by advisory vote, the compensation of our named executive officers. Q: A: How do I know if I am a shareholder of record and a beneficial owner of shares? If your common stock is held directly in your name with our transfer agent, Computershare Shareowner Services, you are considered a “shareholder of record” with respect to those shares. If this is the case, the Notice of Internet Availability of Proxy Materials has been provided directly to you. If your common stock is held in a brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of the shares held for you in what is known as “street name”. If this is the case, you should have received the Notice of Internet Availability of Proxy Materials and a voting instruction form from your broker, bank or other nominee. As a beneficial owner, you cannot submit a proxy card to us directly, but you have the right to tell your bank, broker or other nominee how to vote your shares. The voting instruction form you received will not be accepted for voting purposes at the Annual Meeting. Q: A: Will my shares be voted if I do nothing? If you are a shareholder of record, you must submit your proxy in any of the ways stated below under “How do I vote” for your shares to be voted. If you return a proxy card by mail, or vote your shares via the internet or telephone, but do not give voting instructions, your shares will be voted in accordance with the recommendations of our Board. If you are a beneficial owner of shares held in “street name”, your bank, broker or other nominee may not vote your shares at the Annual Meeting on “non-routine matters”, as defined by the New York Stock Exchange, unless you have given voting instructions. Of the three proposals that will be considered at the Annual Meeting, only the ratification of the appointment of Deloitte & Touche LLP as our company’s independent registered public accounting firm is considered a routine matter. If you do not give voting instructions to your broker, bank or other nominee, your shares will not be voted in the election of directors, or on the advisory vote regarding executive compensation. Q: A: How do I vote? There are four ways to vote: Internet at www.proxyvote.com Toll-free from the United States or Canada to 1-800-690-6903 Mailing the signed proxy or voting instruction form In person at the Annual Meeting OSHKOSH CORPORATION 2019 Proxy Statement 58

 

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | Q&A - ANNUAL MEETING AND VOTING PROCEDURES Q: A: What if I receive more than one Notice of Internet Availability of Proxy Materials? If you received more than one Notice of Internet Availability of Proxy Materials, you may hold shares of Oshkosh common stock in more than one account. To ensure that all your votes are counted, please vote using one of the methods described above for each account in which you hold shares. Q: A: How can I revoke my proxy? If you are a shareholder of record, you can change your vote or revoke your proxy at any time before the Annual Meeting by doing any of the following: (1) vote again by telephone or online; (2) execute and deliver a valid proxy with a later date; (3) notify our Secretary in writing (at Secretary, Oshkosh Corporation, 1917 Four Wheel Drive, Oshkosh, Wisconsin 54902) that you revoke your proxy; or (4) vote in person at the Annual Meeting. If you are a beneficial owner, you may change your vote by submitting new voting instructions to your bank, broker, or other nominee in accordance with that entity’s procedures, or you can obtain a proxy from the entity that holds your shares and vote in person at the Annual Meeting. If you vote more than once with respect to the same shares, only the last-dated vote will be counted; each previous vote will be disregarded. Q: How do I vote if I am an employee participating in the Oshkosh Corporation Employee Stock Purchase Plan? If you participate in our Employee Stock Purchase Plan, you are a shareholder of record and can vote using any of the methods described above under “How do I vote?” A: Q: A: Who counts the votes? The independent inspector of election will tabulate the votes cast at the Annual Meeting. OSHKOSH CORPORATION 2019 Proxy Statement 59

 

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | ADDITIONAL INFORMATION REGARDING THE ANNUAL MEETING ADDITIONAL INFORMATION REGARDING THE ANNUAL MEETING Additional matters to come before the Annual Meeting Pursuant to our By-laws, a shareholder who wished to nominate a candidate for election to our Board of Directors or to present business at the Annual Meeting, other than a shareholder proposal pursuant to Rule 14a-8 or a nomination pursuant to our proxy access By-law provisions, was required to submit written notice that our Secretary received no later than November 6, 2019. Shareholders cannot raise these matters for the first time at the Annual Meeting. We did not receive any advance Board nominations or notice of any other business, and management knows of no matters other than those discussed in this Proxy Statement that are likely to be brought before the Annual Meeting. In the event any other matter properly comes before the Annual Meeting, the individuals named in the forms of proxy will vote the shares represented by each such proxy as directed by the Board or, if there is no such direction, in accordance with their judgment. Shareholders intending to present business at the 2021 Annual Meeting Shareholder proposals All shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (Rule 14a-8) for presentation at the 2021 Annual Meeting must be addressed to the attention of our Secretary, at 1917 Four Wheel Drive, Oshkosh, Wisconsin 54902 and received at our offices by August 22, 2020, to be included in next year’s proxy statement. Shareholder director nominations or other business Our By-laws include a proxy access provision stating that shareholders who meet the requirements set forth in our By-laws may under certain circumstances include a specified number of director nominees in our proxy materials. Among other things, shareholders desiring to utilize this process for the 2021 Annual Meeting must give written notice to our Secretary between July 23, 2020 and August 22, 2020. A shareholder who intends to present business, other than a shareholder proposal pursuant to Rule 14a-8, or to nominate a director at the 2021 Annual Meeting, other than pursuant to our proxy access By-law provisions, must give written notice to our Secretary between October 6, 2020 and November 5, 2020 and must otherwise comply with applicable By-law provisions. We are not required to present any proposal or consider any nomination received outside of that time frame at the 2021 Annual Meeting (other than a proposal pursuant to Rule 14a-8 or a nomination pursuant to our proxy access By-law provisions). The Governance Committee will consider individuals recommended by shareholders for nomination to serve on the Board if the nominating shareholder complies with the additional procedures for recommendations described under “Governance of the Company - Governance Committee”. Delivery of proxy materials The Notice of Annual Meeting of Shareholders, this Proxy Statement, and our 2019 Annual Report to Shareholders are available online at www.proxyvote.com. If you share an address with one or more other beneficial owners of our common stock, you may collectively receive a single copy of our Notice of Internet Availability of Proxy Materials, Annual Report to Shareholders, and Proxy Statement. We will promptly deliver additional copies of these documents upon request to Ms. Kristeen Jossart, Oshkosh Corporation, 1917 Four Wheel Drive, Oshkosh, Wisconsin 54902, (920) 502-3059. Proxy solicitation matters We will bear the cost of soliciting proxies, including printing and mailing this Proxy Statement and the Notice of Internet Availability of Proxy Materials. Proxies may be solicited personally, by email, by mail or by telephone by certain of our directors, officers, regular employees or representatives. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We will reimburse brokerage houses, banks, custodians and other nominees and fiduciaries for out-of-pocket expenses incurred in forwarding our proxy solicitation materials to, and obtaining voting instructions from, beneficial owners of Oshkosh common stock. Additionally, we have retained Innisfree M&A Incorporated, a proxy solicitation firm, to help us solicit proxies for the Annual Meeting. We will pay Innisfree a fee of $20,000, plus reimbursement of out-of-pocket expenses. OSHKOSH CORPORATION 2019 Proxy Statement 60

 

 

*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on February 4, 2020 OSHKOSH CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of OSHKOSH CORPORATION ATTN: INVESTOR RELATIONS 1917 FOUR WHEEL DRIVE OSHKOSH, WI 54902 the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. proxy materials and voting instructions. E87335-P31284 See the reverse side of this notice to obtain Meeting Information Meeting Type:Annual For holders as of:December 13, 2019 Date: February 4, 2020Time: 8:00 a.m. CST Location: Oshkosh Corporation 1917 Four Wheel Drive Oshkosh,Wisconsin 54902

 

Before You Vote How to Access the Proxy Materials How To Vote Please Choose One of the Following Voting Methods marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. E87336-P31284 Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box Vote By Mail: You can vote by mail by requesting a paper copy of the proxy materials, which will include a proxy card. Vote In Person: At the meeting, you will need to request a ballot to vote these shares. Proxy Materials Available to VIEW or RECEIVE: NOTICE OF ANNUAL MEETING AND PROXY STATEMENTANNUAL REPORT How to View Online: Have the information that is printed in the box marked by the arrow(located on the following page) and visit: www.proxyvote .com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET:www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*:sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow(located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before January 21, 2020 to facilitate timely delivery. XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX

 

A. The Board of Directors recommends that you vote FOR each of the following director nominees: Election of Directors Nominees: 1. 01) Keith J. Allman 02) Wilson R. Jones 06) Raymond T. Odierno 07) Craig P. Omtvedt 03) Tyrone M. Jordan 08) Duncan J. Palmer 04) Kimberley Metcalf-Kupres09) Sandra E. Rowland 05) Stephen D. Newlin 10) John S. Shiely B. The Board of Directors recommends that you vote FOR Proposals 2 and 3. 2. Ratification of the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the Company’s independent auditors for fiscal year 2020. Approval, by advisory vote, of the compensation of the Company's named executive officers. 3. C. Other Business. 4. To consider and act on such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. E87337-P31284 Voting Items

 

E87338-P31284

 

*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 4, 2020. OSHKOSH CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. proxy materials and voting instructions. E87339-P31290 See the reverse side of this notice to obtain Meeting Information Meeting Type:Annual For holders as of:December 13, 2019 Date: February 4, 2020Time: 8:00 a.m. CST Location: Oshkosh Corporation 1917 Four Wheel Drive Oshkosh,Wisconsin 54902

 

Before You Vote How to Access the Proxy Materials How To Vote Please Choose One of the Following Voting Methods E87340-P31290 Vote In Person: If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form. XXXX XXXX XXXX XXXX Proxy Materials Available to VIEW or RECEIVE: NOTICE OF ANNUAL MEETING AND PROXY STATEMENTANNUAL REPORT How to View Online: Have the information that is printed in the box marked by the arrow(located on the following page) and visit: www.proxyvote .com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET:www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*:sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow(located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before January 21, 2020 to facilitate timely delivery. XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX

 

The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: 01) Keith J. Allman 02) Wilson R. Jones 06) Raymond T. Odierno 07) Craig P. Omtvedt 03) Tyrone M. Jordan 08) Duncan J. Palmer 04) Kimberley Metcalf-Kupres09) Sandra E. Rowland 05) Stephen D. Newlin 10) John S. Shiely The Board of Directors recommends you vote FOR the following proposals: 2. Ratification of the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the Company’s independent auditors for fiscal year 2020. 3. Approval, by advisory vote, of the compensation of the Company's named executive officers. 4. To consider and act on such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. E87341-P31290 Voting Items

 

E87342-P31290 Voting Instructions

 

 

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Standard Time on February 3, 2020 for shares held directly and by 11:59 P.M. Eastern Standard T ime on January 30, 2020 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. OSHKOSH CORPORATION ATTN: INVESTOR RELATIONS 1917 FOUR WHEEL DRIVE OSHKOSH, WI 54902 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by Oshkosh Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Oshkosh Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Standard Time on February 3, 2020 for shares held directly and by 11:59 P.M. Eastern Standard Time on January 30, 2020 for shares held in a Plan. Have your card in hand when you call and then follow the instructions. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E87325-P31284 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. OSHKOSH CORPORATION For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. A. The Board of Directors recommends that you vote FOR each of the following director nominees: Election of Directors Nominees: ! ! ! 1. 01) Keith J. Allman 02) Wilson R. Jones 06) Raymond T. Odierno 07) Craig P. Omtvedt 03) Tyrone M. Jordan 08) Duncan J. Palmer 04) Kimberley Metcalf-Kupres09) Sandra E. Rowland 05) Stephen D. Newlin 10) John S. Shiely B. The Board of Directors recommends that you vote FOR Proposals 2 and 3. For Against Abstain ! ! ! ! ! ! 2. Ratification of the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the Company’s independent auditors for fiscal year 2020. Approval, by advisory vote, of the compensation of the Company's named executive officers. 3. C. Other Business. 4. To consider and act on such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. D. Authorized Signatures – Sign Here – This section must be completed for your instructions to be executed. Please sign within the box(es). I hereby acknowledge receipt of the Notice of said Annual Meeting and the accompanying Proxy Statement and Annual Report. Note: Please sign name exactly as it appears hereon. When signing as attorney, executor, trustee or guardian, please add title. For joint accounts, each owner should sign. Signature Date Signature (Joint Owners) Date

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on February 4, 2020: The Notice of Annual Meeting of Shareholders, the Proxy Statement and our 2019 Annual Report are available online at www.proxyvote.com E87326-P31284 PROXY OSHKOSH CORPORATION Revocable Proxy for the 2020 Annual Meeting of Shareholders THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS I hereby appoint Craig P. Omtvedt and Ignacio A. Cortina, and each of them, with full power to act without the other, and each with full power of substitution (the "Proxies"), as my proxy to vote all shares of Oshkosh Corporation Common Stock that I am entitled to vote at the Annual Meeting of Shareholders of Oshkosh Corporation (the "Company") to be held at Oshkosh Corporation, 1917 Four Wheel Drive, Oshkosh, Wisconsin 54902, at 8:00 a.m. Central Standard Time on Tuesday, February 4, 2020, or at any adjournment or postponement thereof, as set forth herein, hereby revoking any proxy previously given. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THEN THIS PROXY WILL BE VOTED "FOR" ALL NOMINEES LISTED IN ITEM 1, "FOR" THE RATIFICATION OF AUDITORS IN ITEM 2, AND "FOR" THE APPROVAL, BY ADVISORY VOTE, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS IN ITEM 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. PLEASE MARK, SIGN, AND DATE THIS PROXY CARD AND RETURN IT PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.