AOS · A. O. Smith Corporation

This filing documents a rare governance event: Dr. Ilham Kadri, a sitting director and member of the Nominating and Governance Committee, failed to receive majority support from votes cast in her re-election—receiving 50.5 million withheld votes versus 46.8 million for votes. Under the Company’s publicly disclosed Director Resignation Policy, this triggered an automatic offer of resignation. The Committee’s analysis explicitly attributed the withheld votes not to concerns about Dr. Kadri’s performance or qualifications—which it affirmed as 'highly valued'—but to broader stockholder dissatisfaction with the Company’s dual-class capital structure, a structural issue affecting voting power distribution. The Board’s unanimous rejection of her resignation preserves continuity but signals that governance tensions around share class rights remain unresolved. While the advisory vote on executive compensation passed decisively (97.2% support) and auditor ratification cleared with strong backing (97.0%), the Kadri episode represents a material governance inflection point: it is the first such instance disclosed for A. O. Smith in recent filings and reflects intensifying investor scrutiny of dual-class structures among U.S. industrial companies. The absence of any corrective action on the capital structure—despite clear stockholder sentiment—may heighten future engagement risk, particularly with proxy advisors and large institutional holders focused on voting equality.