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): October 1, 2021

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 Ave.,	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AAON	NASDAQ

Item 5.02         Election of Directors

On October 1, 2021, the Board of Directors of AAON, Inc. (the “Company”) increased the current size of the Board from 7 to 9 members by adding one Class I position and one Class II position, and upon the recommendation of the Company’s Governance Committee, appointed Bruce Ware to the newly created Class I position and David Stewart to the newly created Class II position, each effective immediately. The Board also appointed Messrs. Ware and Stewart, upon the recommendation of the Governance Committee, to each serve as members of the Company’s Audit Committee. As a Class I Director, Mr. Ware's current term will expire at the Company's annual meeting of stockholders in May, 2022. As a Class II Director, Mr. Stewart’s current term will expire at the Company’s annual meeting of stockholders in May, 2023.

Mr. Ware currently serves as a Corporate Vice President and Group Head of Joint Venture Capital Raising for DaVita Inc, a Fortune 500 NYSE publicly traded health care services company and one of the largest providers of kidney care services in the U.S., with over 2,800 outpatient dialysis centers in the U.S. and over 330 outpatient dialysis centers in ten other countries.

Mr. Ware earned a Master of Business Administration from Harvard Business School, a Master in Public Affairs from The University of Texas at Austin and a Bachelor degree in Business Administration in Banking and Finance from The University of Mississippi at Oxford.

Mr. Stewart currently serves as Chief Administrative Officer and Trustee of the Oklahoma Ordnance Works Authority located in Pryor, Oklahoma, an industrial public trust that owns and operates MidAmerica Industrial Park, which consists of 9,000 acres with over 80 companies employing approximately 4,500 people. Mr. Stewart was appointed to his current position in December 2012 by the former Governor of Oklahoma, Mary Fallin. Prior to his current position, Mr. Stewart served as Chief Executive Officer of Cherokee Nation Businesses, LLC.

Mr. Stewart earned his Master of Science and Bachelor of Science degrees from Oklahoma State University and is a certified public accountant.

There was no arrangement or understanding between either of Messrs. Ware and Stewart and any other persons pursuant to which Messrs. Ware and Stewart were selected to serve as Directors of the Company. There are no related party transactions between the Company and Messrs. Ware and Stewart that would require disclosure under Item 404(a) of Regulation S-K. Messrs. Ware and Stewart are eligible to receive the standard director compensation maintained by the Company from time to time and described in the Company’s proxy statement.

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

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

Exhibit Number	Description
99.1	Press release dated October 1, 2021 announcing appointment of Bruce Ware and David Stewart as Independent Directors
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

		AAON, INC.
Date:	October 4, 2021	By:	/s/ Luke A. Bomer
			Luke A. Bomer, Secretary

EX-99.1

Exhibit 99.1

AAON Increases Board Size and Appoints

Bruce Ware and David Stewart as Independent Directors

TULSA, OK, October 1, 2021 – AAON, Inc. announced today that its Board of Directors has increased the size of the Board from seven to nine members and appointed Bruce Ware and David Stewart as new independent directors to fill the vacancies, effective October 1, 2021.

Bruce Ware brings significant experience serving in multiple executive and leadership roles at publicly traded companies. Presently, he serves as a Corporate Vice President and Group Head of Joint Venture Capital Raising for DaVita Inc. DaVita is a Fortune 500 NYSE publicly traded health care services company and one of the largest providers of kidney care services in the U.S., with over 2,800 outpatient dialysis centers in the U.S. and over 330 outpatient dialysis centers in ten other countries.

Mr. Ware earned a Master of Business Administration from Harvard Business School, a Master in Public Affairs from The University of Texas at Austin and a Bachelor degree in Business Administration in Banking and Finance from The University of Mississippi at Oxford. He also serves on the Board of Directors of Blackhawk Bancorp, Inc., the parent company of Blackhawk Bank, a Beloit, Wisconsin headquartered financial institution operating eleven full-service banking centers in Wisconsin and Illinois, as well as the University of Mississippi National Alumni Board. Additionally, Mr. Ware served as a Trustee of Uplift Charter Schools, a high-performing, multi-site K-12 public charter school system in Dallas, Texas, which serves over 17,000 students.

David Stewart brings over 40 years of professional experience to the Board. Mr. Stewart currently serves as Chief Administrative Officer and Trustee of the Oklahoma Ordnance Works Authority located in Pryor, Oklahoma, an industrial public trust that owns and operates MidAmerica Industrial Park. Mr. Stewart was appointed to his current position in December 2012 by the former Governor of Oklahoma, Mary Fallin. MidAmerica Industrial Park consists of 9,000 acres and is home to over 80 companies in diverse industries (including Google, DuPont and Chevron Phillips), employing approximately 4,500 people. MidAmerica Industrial Park is one of the largest industrial parks in the U.S. and top ten in the world with on-site rail, water and electric power. Prior to his current position, Mr. Stewart served as Chief Executive Officer of Cherokee Nation Businesses, LLC. During his tenure as CEO of Cherokee Nation Businesses, LLC, Mr. Stewart, also a member of the Cherokee Nation, helped negotiate the State-Tribal Gaming Compact in 2004, and also led the Cherokee Nation’s efforts to successfully diversify its business portfolio to include a wide range of non-gaming enterprises employing over 3,500 people.

Mr. Stewart earned his Master of Science and Bachelor of Science degrees from Oklahoma State University and is a certified public accountant. Mr. Stewart was appointed by Governor Kevin Stitt to (and currently serves on) the Oklahoma State Board of Career and Technology Education, which provides oversight of the career technical training system in the state of Oklahoma. He also serves on the Board of Directors of the State Chamber of Oklahoma and the Tulsa Regional Chamber, where he also serves on the Executive Committee as Vice-Chair for Government Affairs. Additionally, Mr. Stewart serves on the Advisory Board of Equity Bank, a wholly-owned subsidiary of Equity Bancshares, Inc., a publicly traded bank holding company headquartered in Wichita, Kansas operating more than 50 full-service branches in Arkansas, Kansas, Missouri and Oklahoma, and recently served on the Advisory Council to the Oklahoma Department of Commerce concerning economic development and workforce related matters.

Messrs. Ware and Stewart will each also serve as members on the Audit Committee of AAON’s Board of Directors.

Paul K. Lackey, Jr., Chair of AAON’s Governance Committee and Lead Independent Director, stated, “Bruce and David are each wonderful additions to our Board. They bring strong professional backgrounds and unique skill-sets that are extremely complementary to our existing Board members. We are excited to leverage their capabilities to further strengthen our Board.”

Gary D. Fields, CEO and President, said, “We are very fortunate to be in a position to add Bruce and David to our Board of Directors. The experience they have each accumulated over the course of their careers is a testament to their immense capabilities and I very much look forward to working closely with them to continue delivering meaningful value to our stockholders as we execute on our long-term strategic plans.”

About AAON

AAON, Inc. is engaged in the engineering, manufacturing, marketing and sale of air conditioning and heating equipment consisting of standard, semi-custom and custom rooftop units, chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat pumps, coils and controls. Since the founding of AAON in 1988, AAON has maintained a commitment to design, develop, manufacture and deliver heating and cooling products to perform beyond all expectations and demonstrate the value of AAON to our customers. For more information, please visit www.AAON.com.

Forward-Looking Statements

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

Contact Information

Joseph Mondillo

Director of Investor Relations

Phone: (617) 877-6346

Email: joseph.mondillo@aaon.com

XML

Cover Page	Oct. 01, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 01, 2021
Entity Registrant Name	AAON, INC.
Entity Incorporation, State or Country Code	NV
Entity File Number	0-18953
Entity Tax Identification Number	87-0448736
Entity Address, Address Line One	2425 South Yukon Ave.,
Entity Address, City or Town	Tulsa,
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74107
City Area Code	918
Local Phone Number	583-2266
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	AAON
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000824142
Amendment Flag	false