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

FORM 8-K

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


Date of Report (Date of earliest event reported): February 18, 2025

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




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

(b) Departure of Certain Officers

The Company announced today that Gary D. Fields, Chief Executive Officer of AAON, Inc. (the “Company”), will transition to the role of special advisor to the Board, effective May 13, 2025. Mr. Fields, as special advisor to the Board, will report to the Board of Directors. As special advisor to the Board, Mr. Fields will continue to provide the full benefit of his vast experience, knowledge, leadership and guidance to support Mr. Tobolski as he expands his role at the Company.

Since May 2020, Mr. Fields, 65, has served as Chief Executive Officer Company and was elected as a member of the Board of Directors in 2015. Mr. Fields previously served as President of the Company from November 2016 to December 2023. Mr. Fields has over 40 years of experience in the HVAC industry. Before joining the Company, Mr. Fields was an HVAC equipment sales representative at (and from 2002 to 2012, a member of the ownership group of) Texas AirSystems, the largest independent HVAC equipment and solutions provider in the state of Texas.

Mr. Fields will be eligible to participate in all elements of the Company’s executive compensation package. Mr. Fields and the Company have not entered into any employment agreement in connection with his election as special advisor to the Board.

Mr. Fields does not have any family relationships with any of the Company’s directors or officers. The Company sells units to Fields Mechanical Systems, which is owned by Mr. Fields’ brother. This entity is also one of the Company’s independent sales representatives and as such, the Company makes payments to the entity for certain third party products. In the prior fiscal year, the Company had sales to Fields Mechanical Systems for $1.1 million and made payments to Fields Mechanical Systems of $0.2 million. All transactions with Fields Mechanical Systems are made on standard Company terms and conditions.

(c) Appointment of Certain Officers

The Company also announced today that Matt J. Tobolski, PhD, will assume the role of Chief Executive Officer (in addition to his current position of President), also to be effective May 13, 2025.

In his new role as President and CEO, Dr. Tobolski, 41, will report to the Board of Directors. Since January 2024, Dr. Tobolski has served as President and Chief Operating Officer of the Company. Previously, Dr. Tobolski served 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 held since 2014. In addition, from 2017 to 2022, Dr. 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).

Dr. Tobolski will be eligible to participate in all elements of the Company’s executive compensation package. Dr. Tobolski and the Company have not entered into any employment agreement in connection with his election as Chief Executive Officer.

Dr. Tobolski does not have any family relationships with any of the Company’s directors or officers. The Company does lease flight time of an aircraft partially owned by Dr. Tobolski. In the prior fiscal year, the Company made payments to lease the partially owned aircraft of $1.1 million. All transactions to lease the aircraft are made pursuant to a written lease agreement between the Company and Dr. Tobolski's affiliated entity which owns the aircraft.

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 Leadership Change
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: February 20, 2025By:/s/ Luke A. Bomer
Luke A. Bomer, Secretary


Exhibit 99.1
aaona01.jpg

AAON Appoints Matt J. Tobolski as New Chief Executive Officer

Matt J. Tobolski to succeed Gary D. Fields; Fields to become special advisor to the Board.

TULSA, OK, February 20, 2025 – AAON, Inc. (NASDAQ: AAON) (“AAON” or the “Company”), a leading provider of high-performance, energy-efficient HVAC solutions, today announced that its Board of Directors has appointed Matt J. Tobolski, PhD, as Chief Executive Officer effective as of the Company’s Annual Shareholders’ meeting on May 13, 2025. Dr. Tobolski will succeed Gary Fields, who will remain a member of the Board of Directors and serve as a special advisor to the Board to help ensure a smooth transition.

Dr. Tobolski, currently serving as president and COO of the Company, will assume the CEO role as AAON continues to strengthen its market position through significant investments in data center cooling production capacity, positioning the Company for sustained growth. He brings extensive leadership experience and robust understanding of the engineering and manufacturing of HVAC systems, particularly in the data center thermal management market. Dr. Tobolski previously served as president of BASX Solutions, a company he co-founded in 2013 that AAON acquired in December 2021.

“The Board identified Matt as uniquely suited to lead AAON in its next chapter of growth,” said A.H. “Chip” McElroy II, independent chair of the board of directors. “We expect this will be a seamless process, especially in light of Matt’s leadership that we have witnessed over the past three years. As Gary was the right leader at the right time, so too is Matt. He has the vision, talent, drive, and skills to leverage the entire enterprise into a pattern of growth that will serve AAON and its customers for years to come.”

"It is an honor to be appointed CEO of AAON. I am excited to take on the challenge of leading the Company into its next phase of growth," Dr. Tobolski said. “By leveraging the innovative spirit and highly talented engineering resources of both AAON and BASX, we are well-positioned to grow the Company’s prominence in the industry. As we enter this evolutionary phase, I look forward to strengthening relationships and continuing to deliver industry-leading solutions.”

“I am thankful for the opportunity to have led AAON these past few years,” said Mr. Fields. “I am confident that the executive leadership team, led by Matt, will take the Company to the next level. While I am transitioning out of the CEO role, I am not retiring. I will remain involved as a mentor and advisor to ensure a seamless transition and support the Company as it continues to evolve.”

Mr. Fields and Dr. Tobolski will work in tandem over the next three months as Dr. Tobolski prepares to assume the CEO role and position AAON for long-term growth and success.

About Matt J. Tobolski
Since January 2024, Matt has served as president and chief operating officer for AAON. He has been integral in the Company’s transformational reorganization and positioning both brands, AAON and BASX, for sustainable long-term growth. Since 2022, Matt was president of AAON’s BASX segment, a business that AAON acquired in 2021 and Matt co-founded in 2013. Prior to AAON acquiring BASX, Matt helped build the business into becoming an emerging player in the data center and cleanroom markets. His educational background consists of earning a


bachelor’s degree in civil engineering from the University of Massachusetts Dartmouth and a Master’s and Doctorate in structural engineering from the University of California San Diego.

About Gary D. Fields
Gary has over 40 years of industry experience, beginning his HVAC career in 1983 as an equipment sales representative at Texas AirSystems, where he later became a member of the ownership group from 2000 to 2012. He joined AAON’s board of directors in 2015, became president of AAON in 2016, and has served as chief executive officer since May 2020. Through leveraging his immense knowledge of the industry and drawing upon his strong leadership skills, Gary was integral in leveraging what founder Norm Asbjornson had built and transforming the Company to becoming the enterprise it is today. Since Gary became president in 2016, sales of AAON have more than tripled and market capitalization of the Company has grown over 500%. After stepping down as CEO in May, Gary will remain a member of the Board of Directors and serve as special advisor to the Board.

About AAON, Inc.
Founded in 1988, AAON is a 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 capabilities enable continuous advancement toward a cleaner and more sustainable future. For more information or to locate an AAON representative, 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




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Cover Page
Feb. 18, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 18, 2025
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
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Trading Symbol AAON
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Entity Central Index Key 0000824142
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