A. O. Smith said that at its Annual Meeting of Stockholders on April 13, 2026, Dr. Ilham Kadri, a Common Stock director nominee, received 46,774,289 votes for and 50,510,430 votes withheld.

1. 01

   A. O. Smith said that at its Annual Meeting of Stockholders on April 13, 2026, Dr. Ilham Kadri, a Common Stock director nominee, received 46,774,289 votes for and 50,510,430 votes withheld.

2. 02

   The company said Dr. Kadri tendered an offer of resignation to the Board in accordance with the Director Resignation Policy, and the Nominating and Governance Committee recommended at its meeting on April 14, 2026 that the Board reject the offer.

3. 03

   A. O. Smith said the Board, with Dr. Kadri recusing herself, reviewed the Committee's recommendation at its meeting on April 14, 2026 and unanimously rejected the offer of resignation. The company said the Committee determined that the withheld votes were primarily reflective of stockholder views regarding the Company's dual class capital structure.

4. 04

   The company said the advisory vote on executive compensation resulted in 33,953,726 votes for, 814,753 votes against and 251,885 abstentions, and the vote on ratification of Ernst & Young LLP as independent registered public accounting firm resulted in 34,658,134 votes for and 1,047,736 votes against.

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