Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 3, 2022, the Board of Directors of Oshkosh Corporation (the "Company")
acted to increase the size of the Board from nine to ten members and to elect
retired General David Perkins as a director, effective May 3, 2022. The initial
term as a director for General Perkins will expire at the Company's 2023 annual
meeting of shareholders. The Board has determined that General Perkins is
independent under the listing standards of the New York Stock Exchange and the
Company's criteria for determining director independence. As of the time of the
election of General Perkins, the Board includes nine independent directors.
Effective at the time of his election, the Board appointed General Perkins to
the Board's Governance Committee, which is the only committee of the Board to
which he has been appointed to date.
General Perkins retired from the United States Army in 2018 as a four-star
general following 38 years of service, during which time he held various
leadership positions and generated future requirements for all US Army ground
and air weapons systems and vehicles. His most recent position was the 15th
Commander of the United States Army Training and Doctrine Command (TRADOC) where
he oversaw the training of Army forces and the development of operational
doctrine. Under his leadership, TRADOC developed the Army's concept of
Multi-Domain Operations, which has become a driver for future change, not only
in the U.S. Military, but around the world. Prior to commanding TRADOC, General
Perkins was the 21st Commander of the Combined Arms Center and Commandant of the
US Army Command and General Staff College at Fort Leavenworth. In this role, he
led the development and execution of the leader development strategy across the
Army, management of the Army's training support and development enterprises, and
development and integration of the doctrine that the Army used worldwide to
fight and win the nation's wars.
On May 3, 2022, in connection with his election to the Board, the Company
awarded to General Perkins a number of shares of the Company's common stock
equal to a prorated amount of the value of the Company's latest annual stock
award to non-employee directors. The stock award was made under the Oshkosh
Corporation 2017 Incentive Stock and Awards Plan. In addition, effective May 3,
2022, General Perkins became entitled to receive the annual retainer paid to
non-employee directors of the Company.
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