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): February 22, 2022

Oshkosh Corporation

(Exact name of registrant as specified in its charter)

Wisconsin

1-31371

39-0520270

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1917 Four Wheel Drive

Oshkosh, Wisconsin

54902

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (920) 502-3400

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))

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 ($0.01 par value)		OSK		New York Stock Exchange

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. ¨

Item 5.07.

Submission of Matters to a Vote of Security Holders.

Oshkosh Corporation (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) on February 22, 2022. On February 23, 2022, the independent inspector of elections for the Annual Meeting delivered its final tabulation of voting results for each of the matters submitted to a vote at the Annual Meeting, certifying the voting results set forth below.

The Company’s shareholders elected the following directors for terms expiring at the Company’s 2023 Annual Meeting of Shareholders by the votes indicated:

Nominee	Shares Voted For		Shares Withheld		Broker Non-Votes
Keith J. Allman		56,985,152		1,034,261		3,985,082
Douglas L. Davis		57,591,323		428,090		3,985,082
Tyrone M. Jordan		56,737,042		1,282,371		3,985,082
Kimberley Metcalf-Kupres		57,118,664		900,749		3,985,082
Stephen D. Newlin		56,867,333		1,152,080		3,985,082
Duncan J. Palmer		56,999,916		1,019,497		3,985,082
John C. Pfeifer		57,688,931		330,482		3,985,082
Sandra E. Rowland		57,749,382		270,031		3,985,082
John S. Shiely		55,769,284		2,250,129		3,985,082

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022 by the votes indicated:

Shares Voted For				Shares Voted Against				Abstentions
	61,007,749				921,462				75,284

The Company’s shareholders approved a resolution approving, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section and compensation tables contained in the Company’s proxy statement for the Annual Meeting by the votes indicated:

Shares Voted For				Shares Voted Against				Abstentions				Broker Non-Votes
	55,125,953				2,761,444				132,016				3,985,082

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.

OSHKOSH CORPORATION

Date: February 24, 2022	By:	/s/ Ignacio A. Cortina
		Ignacio A. Cortina
		Executive Vice President, General Counsel and Secretary

Oshkosh Corporation (Holding Company) filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders