On March 9, 2023, the Board of Directors (the “Board”) of AAON, Inc. (the “Company”) amended and restated the Company’s existing bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately. The Amended and Restated Bylaws, among other things: (i) require any stockholder submitting a director nomination notice to deliver a statement as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to provide reasonable evidence, on request of the Company, that certain requirements of such rule have been satisfied, as well as incorporate other technical changes in light of the universal proxy rules adopted by the Securities and Exchange Commission; (ii) require any stockholder submitting a proposal or a director nomination notice to make a representation as to whether such stockholder complied with all applicable requirements of state law and the Exchange Act with respect to such matters; (iii) clarify that the Board may elect a Vice Chairperson of the Board; and (iv) include certain administrative, modernizing, clarifying and confirming changes.