8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2015

AAON, INC.

(Exact name of Registrant as Specified in Charter) 

Nevada	0-18953	87-0448736
(State or Other Jurisdiction	(Commission File Number: )	(IRS Employer Identification No.)
of Incorporation)
2425 South Yukon, Tulsa, Oklahoma		74107
(Address of Principal Executive Offices)		(Zip Code)

(Registrant's telephone number, including area code): (918) 583-2266

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On May 19, 2015, immediately following the Annual Meeting of Stockholders (the "Annual Meeting") of AAON, Inc. (the "Company"), Joseph E. Cappy retired from the Company's Board of Directors. Mr. Cappy's decision to retire from the Board is not as a result of any disagreement with the Company. Additionally, Gary D. Fields was elected to the Board of Directors (as disclosed in Item 5.07 below). Mr. Fields was also appointed as a member of the Compensation Committee and Governance Committee. Additionally, the Company announced certain other changes to its Board of Directors, as disclosed in Item 8.01 below. A copy of the Company's press release reporting these changes is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 19, 2015, the Company held its Annual Meeting. At the Annual Meeting, the Company's stockholders (i) elected each of the nominees listed below to the Company's Board of Directors to serve until the 2018 Annual Meeting of Stockholders or until their respective successors are elected and qualified and (ii) ratified the selection of Grant Thornton, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015. The final results for the votes regarding each proposal are set forth below.

(i) The voting results with respect to the election of each director were as follows:

Nominees:	For	Against	Withheld	Broker Non-Votes
Norman H. Asbjornson	46,392,971	—	1,056,025	4,488,334
Gary D. Fields	47,022,592	—	426,404	4,488,334

(ii) The voting results with respect to the ratification of the selection of Grant Thornton, LLP as the Company's

independent registered public accounting firm for the fiscal year ending December 31, 2015 were as follows:

For	Against	Abstain	Broker Non-Votes
50,561,098	1,305,590	70,642	—

Item 8.01    Other Events.

The Company today announced that John B. Johnson, Jr., Director and Secretary, passed away on May 18, 2015. in light of Mr. Johnson's passing, the Board reduced its size from seven members to six.

The Company today announced that, at its May 19, 2015 meeting following the Annual Meeting, its Board of Directors declared a regular semi-annual cash dividend of $0.11 per share. The dividend will be paid to stockholders of record as of the close of business on June 12, 2015, with a payment date of July 1, 2015.

The Company also announced today, that its Board of Directors has authorized the Company, under the stock buyback program adopted in May 2010, to designate an additional 2.75 million shares as eligible to be repurchased. Under the terms of the Company's plan, purchases may be made from time to time in the open market or through privately negotiated transactions at prevailing market prices, depending on market conditions. All shares purchased will be restored to the status of authorized but unissued stock.

A copy of the Company's press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press release dated May 20, 2015 announcing semi-annual cash dividend, increase in stock buyback program and changes to the Board of Directors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AAON, INC.
Date:	May 20, 2015	By:	/s/ Luke A. Bomer
			Luke A. Bomer, Secretary

EX-99.1

Exhibit 99.1

NEWS BULLETIN	AAON, Inc.
	2425 South Yukon Ave. Ÿ Tulsa, OK 74107-2728
	Ÿ Ph: (918) 583-2266 Ÿ   Fax: (918) 583-6094 Ÿ
	Ÿhttp://www.aaon.comŸ
	For Further Information:
FOR IMMEDIATE RELEASE May 20, 2015	Jerry R. LevineŸ Phone: (914) 244-0292 Ÿ Fax: (914) 244-0295
	Email: jrladvisor@yahoo.com

AAON ANNOUNCES INCREASED CASH DIVIDEND, INCREASE IN STOCK BUYBACK PROGRAM AND CHANGES TO THE BOARD OF DIRECTORS

TULSA, OK, May 20, 2015 - AAON, Inc. (NASDAQ-AAON) today announced that the Board of Directors has declared an increased regular semi-annual cash dividend of $0.11 per share or $0.22 annually (a 20% increase from our previous $0.09 per share or $0.18 annually). The dividend will be paid to stockholders of record as of the close of business on June 12, 2015, with a payment date of July 1, 2015.

Norman H. Asbjornson, President and CEO, stated, "Our strong capital position allows us to increase our dividend payout to enable our stockholders to participate in the benefits of the Company's growth."

The Board of Directors also authorized the Company, under the stock buyback program adopted in May 2010, to designate an additional 2.75 million shares as eligible to be repurchased. Under the terms of the Company's plan, purchases may be made from time to time in the open market or through privately negotiated transactions at prevailing market prices, depending on market conditions. All shares purchased will be restored to the status of authorized but unissued stock.

Mr. Asbjornson stated, "We are deeply saddened to announce that John B. Johnson, Jr., passed away on May 18, 2015. John served as a Director, Secretary and General Counsel to the Company since its founding. We will miss his numerous contributions to the Company, including his wise counsel and sharp pencil. John was a true gentleman and our hearts go out to his family and friends."

Mr. Asbjornson went on to say, "In light of John's passing, at this time the Board has elected to reduce its size from seven members to six."

Gary D. Fields, along with one incumbent (Norman Asbjornson), were elected to the Company's Board of Directors at the Annual Meeting of Stockholders and Joseph E. Cappy retired from the Company's Board of Directors immediately following the Annual Meeting.

Mr. Asbjornson stated, "Please join me in thanking and congratulating Joe for his years of service on the Company's Board of Directors. Joe has provided an invaluable service to the Company's stockholders and provided guidance to management during a period of unprecedented growth. We wish him continued success and happiness and look forward to continuing to benefit from his knowledge and experience through his Senior Advisor position with the Company."

Mr. Asbjornson continued, “Please also join me in welcoming Gary to the Board of Directors. Gary has been involved in the HVAC industry for more than 35 years. From 1983 to 2012, he was an HVAC equipment sales representative at (and, from 2002 to 2012, a member of the ownership group of) Texas AirSystems, the largest independent HVAC equipment and solutions provider in the state of Texas, with locations in Dallas, Fort Worth, Houston, Austin and San Antonio. He has been significantly involved with the Fort Worth, Texas Chapter of ASHRAE (the American Society of Heating, Refrigerating and Air-Conditioning Engineers), having served as Chairman of various ASHRAE committees and ultimately serving as President. Gary is currently an owner and President of GKR Partners LTD, an HVAC business development consulting firm, which has provided business development advice and consultation to the Company and its sales representatives since 2013. Gary’s extensive experience in the HVAC industry will provide the Board with valuable insight and knowledge on HVAC markets, including market trends. Gary's lengthy experience at a large independent HVAC equipment provider also allows him to provide the Board guidance on the Company's sales and marketing activities."

AAON, Inc. is a manufacturer of air conditioning and heating equipment consisting of rooftop units, chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, self-contained units and coils. Its products serve the new construction and replacement markets. The Company has successfully gained market share through its “semi-custom” product lines, which offer the customer value, quality, function, serviceability and efficiency.

Certain statements in this news release may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended. Statements regarding future prospects and developments are based upon current expectations and involve certain risks and uncertainties that could cause actual results and developments to differ materially from the forward-looking statements.