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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 6, 2023

AAON, INC.
(Exact name of Registrant as Specified in Charter) 
Nevada0-1895387-0448736
(State or Other Jurisdiction(Commission File Number: )(IRS Employer Identification No.)
of Incorporation)
2425 South Yukon Ave.,Tulsa,Oklahoma74107
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockAAONNASDAQ




Explanatory Note

This Current Report on Form 8-K/A amends and supplements the Current Report filed by AAON, Inc. (the “Company) on November 6, 2023. The Company inadvertently omitted the 'Item 9.01 filing tag' within the EDGAR Filing System.

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

(c)    Appointment of Certain Officers

On November 6, 2023, AAON, Inc. (the "Company") announced its Board of Directors has made the following promotions, each effective January 1, 2024. Matt Tobolski has been appointed to the position of President and Chief Operating Officer of the Company. Mr. Tobolski currently serves as President and Co-Founder of the Company's wholly-owned subsidiary, BasX, Inc. (including its predecessor in interest, BasX, LLC, "BASX"), a position he has held since 2014. In addition, from 2017 to 2022, Mr. Tobolski served as an Executive Advisor to Structural Integrity Associates, Inc., following the sale of his prior companies, Tobolski Watkins Engineering, Inc. (where he served as President, CEO and Co-Founder from 2008 to 2017) and TRU Compliance, LLC (where he served as President and Co-Founder from 2015 to 2017).

Additionally, the Company announced the promotion of Dave Benson to the position of Vice President of the Company and President of BASX. Mr. Benson currently serves as Co-Founder and Chairman of BASX, a position he has held since 2014. From 1993 to 2014, Mr. Benson was President and Founder of Huntair, Inc., and before that held various executive roles in facilities and manufacturing.

Stephen Wakefield, who currently serves as Vice President and Chief Operating Officer, will now serve as Vice President of the Company and Executive Vice President of the Company's wholly-owned subsidiary, AAON Inc. (an Oklahoma Corporation). Prior to his promotion to his current position of Vice President and Chief Operating Officer in 2020, Mr. Wakefield served as Vice President of Engineering from 2018 to 2020, Director of Engineering from 2017 to 2018, and prior to that held various engineering leadership roles in the Company for over 15 years.

Rob Teis is changing roles from Vice President of Sales and Marketing to Vice President of Business Technology. Prior to his promotion to Vice President of Sales and Marketing in 2022, Mr. Teis served as Director of Sales from 2017 to 2022, and Applied Equipment Sales Engineer for the Company for 15 years.

Messrs. Tobolski, Benson, Wakefield and Teis will each be eligible to participate in all elements of the Company’s executive compensation package. The Company has not entered into employment agreements with any of Messrs. Tobolski, Benson, Wakefield or Teis in connection with their election to their respective positions.

Messrs. Tobolski, Wakefield and Teis do not have any family relationships with any of the Company’s directors or officers and are not party to any transactions of the type listed in Item 404(a) of Regulation S-K. Mr. Benson's son currently serves as Senior Manager – Inside Sales & Projects of BASX.

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 NumberDescription
Press release announcing President, COO and executive leadership alignment
104Cover 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: November 8, 2023By:/s/ Luke A. Bomer
Luke A. Bomer, Secretary


Exhibit 99.1

aaona01.jpg

AAON Announces Appointment of Matt Tobolski as President
and Executive Leadership Alignment

TULSA, OK, November 6, 2023 – AAON, Inc. (NASDAQ: AAON) (“AAON” or the “Company”), today announced that its Board of Directors has appointed Matt Tobolski to the role of AAON President and Chief Operating Officer. Gary Fields, the Company's President, CEO and Director, will continue to serve as CEO and a member of the Board of Directors.

Matt joined AAON in December 2021 following the acquisition of BASX, where he currently serves as President and Co-Founder. Matt brings a wealth of leadership experience driving sustainable growth in engineering and manufacturing organizations with a focus on delivering solutions that provide long-term value.

In this new role, Matt will lead AAON’s operations, engineering, sales, marketing, and administration teams overseeing approximately 3,800 employees across the organization.
He will continue to build upon AAON’s decades of innovation, manufacturing prowess and customer-focused mindset while leveraging the talents and manufacturing capacity that exist across the entire AAON organization.

Additional alignment of the executive leadership team will occur to leverage resources and organizational efficiencies with globally focused roles and collaborative site leadership. Dave Benson is appointed AAON Vice President and President of BASX, where he currently serves as Co-Founder and Chairman. Dave will take over Matt’s responsibilities at BASX and provide site leadership in Redmond, Oregon. Stephen Wakefield will assume the role of AAON Vice President and Executive Vice President of AAON Oklahoma continuing with many of the same job responsibilities and providing site leadership for the Oklahoma and Missouri locations. Doug Wichman will continue in his role as AAON Vice President and President of AAON Coil Products providing site leadership for the Texas facility.

Alignment and addition of globally focused roles will occur to leverage the skills and talents across the organization and continue to drive our One AAON culture. Rob Teis is changing roles to Vice President of Business Technology to provide critical leadership as AAON continues evolving systems and processes across the organization. Previously, Rob was Vice President of Sales and Marketing. Andrew Edmondson will be promoted to AAON Executive Director of Sales and Marketing, taking over most of Rob’s prior duties. Larry Honel will be promoted to Executive Director of Global Operations and Whitney Wakefield will be promoted to Executive Director of Production Controls. All changes in this announcement are effective January 1, 2024.

Gary Fields, CEO, congratulates everyone and notes “Teamwork and collaboration are the heartbeat of great companies and we must continue to focus on these principles in the ongoing effort to improve how we do business and operate on a daily basis. These leadership transitions are a significant and exciting step forward, aligning our leaders to best support our operations and to lead us to long-term sustainability. The alignment of Company leadership is critical to managing and adapting AAON’s fast-evolving business. We must stay competitive, innovate and respond to future market demands. We are committed to ensuring all aspects of the business are harmonized and working cohesively towards a bright future for everyone and I strongly believe these leadership appointments will position the Company to continue delivering on these objectives.”

About AAON
Founded in 1988, AAON is a world leader in HVAC solutions for commercial and industrial indoor environments. The Company's industry-leading approach to designing and manufacturing highly configurable equipment to meet exact needs creates a premier ownership experience with greater efficiency, performance and long-term value. AAON



is headquartered in Tulsa, Oklahoma, where its world-class innovation center and testing lab allows AAON engineers to continuously push boundaries and advance the industry. 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

v3.23.3
Cover Page
Nov. 06, 2023
Cover [Abstract]  
Document Type 8-K/A
Document Period End Date Nov. 06, 2023
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

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