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

(c) Departure of Directors and Certain Officers



On May 12, 2022, immediately following the Annual Meeting of Stockholders (the
"Annual Meeting") of AAON, Inc. (the "Company"), Paul K. Lackey, Jr. retired
from the Board of Directors, as previously disclosed. Mr. Lackey's decision to
not stand for re-election was not as a result of any disagreement with the
Company.

Effective May 12, 2022, Norman H. Asbjornson retired from his position as
Executive Chairman, as previously disclosed. Mr. Asbjornson will continue to
serve as a member of the Board of Directors and will assist the Company in a
consulting and advisory role until May 2024. Mr. Asbjornson's decision to retire
was not as a result of any disagreement with the Company.

Election of Directors

During the Annual Meeting, A.H. ("Chip") McElroy II and Bruce Ware were each re-elected to the Board of Directors (as disclosed in Item 5.07 below).

Appointment of Certain Officers



On May 18, 2022, the Company announced its Board of Directors has promoted Casey
R. Kidwell as Vice President of Administration, effective May 12, 2022. Mr.
Kidwell, 44, joined the Company in 2021 as Director of Administration. Prior to
joining the Company, he served almost 10 years in various roles at WPX Energy,
including most recently as Human Resources Operations Manager. Mr. Kidwell
graduated from Oklahoma State University with a Bachelor of Science in Human
Resource Management.

Mr. Kidwell will be eligible to participate in all elements of the Company's
executive compensation package. Mr. Kidwell and the Company have not entered
into any employment agreement in connection with his election to this position.

Mr. Kidwell does not have any family relationships with any of the Company's
directors or officers and is not party to any transactions of the type listed in
Item 404(a) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.



On May 12, 2022, at the Annual Meeting, the Company's stockholders (i) elected
each of the nominees listed below to the Company's Board of Directors to serve
until the 2025 Annual Meeting of Stockholders, or until their respective
successors are elected and qualified; (ii) approved, on an advisory basis, a
resolution on the compensation of the Company's named executive officers as set
forth in the Proxy Statement; and (iii) ratified the selection of Grant
Thornton, LLP as the Company's independent registered public accounting firm for
the fiscal year ending December 31, 2022. The final results for the votes
regarding each proposal are set forth below.

(i) The voting results with respect to the election of each director were as
follows:
         Nominees               For              Against          Abstain         Broker Non-Votes
     A.H. McElroy II        42,141,121        3,230,493          35,739            2,894,537
     Bruce Ware             45,307,037           64,591          35,725            2,894,537



(ii) The voting results to approve, on an advisory basis, a resolution on the
compensation of the Company's named executive officers as set forth in the Proxy
Statement were as follows:
                   For              Against          Abstain         Broker Non-Votes
               43,059,633        2,163,645          98,924            2,894,537



(iii) The voting results with respect to the ratification of the selection of
Grant Thornton, LLP as the Company's independent registered public accounting
firm for the fiscal year ending December 31, 2022 were as follows:
                    For             Against         Abstain         Broker Non-Votes
                47,748,758        429,111          38,870                    -

--------------------------------------------------------------------------------

Item 8.01 Other Events.



The Company today announced that the Board of Directors has declared its next
regular semi-annual cash dividend of $0.19 per share or $0.38 annually. The next
cash dividend will be payable on July 1, 2022, to stockholders of record as of
the close of business on June 3, 2022.

Additionally, on May 12, 2022, the Board of Directors approved the appointment of A.H. ("Chip") McElroy II as Independent Chairman of the Board and Caron Lawhorn as Independent Vice Chair of the Board.

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 Number                                             Description

           99.1                    Press release dated May 18, 2022

announcing semi-annual cash dividend.



           104                     Cover Page Interactive Data File

(embedded within the Inline XBRL


                                   document).

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