RBC轴承 2024年度报告

One Tribology CenterOxford, Connecticut 06478 July 24, 2025 To our stockholders: You are cordially invited to attend the RBC Bearings Incorporated annual meeting ofstockholders to be held at 9:00 a.m., local time, on Thursday, September 4, 2025 inBuilding A at our offices located at One Tribology Center, 102 Willenbrock Road, Oxford,CT 06478. The attached Notice of Annual Meeting and Proxy Statement describe allitems that we currently expect to be acted upon by stockholders at the meeting. It is important that your shares are represented at the annual meeting, whether or not youplan to attend. To ensure your shares will be represented, please vote your shares assoon as possible. Fiscal 2025 marked another outstanding year for RBC with record revenues, gross margin,adjusted EBITDA and net income. We also generated a record level of free cash flow, which wasused to further reduce our debt to a post-Dodge-acquisition low. When viewed over amulti-year period, this resulted in a 5-year CAGR of 17.6% for net sales, 20.0% for adjustedEBITDA and 15.6% for free cash flow. This more than delivered on RBC’s goal of being adouble-digit compounder, and we’re poised to continue this growth in the future. Your continued support of RBC is greatly appreciated. We look forward to seeing you atthe annual meeting. Sincerely, Dr. Michael J. HartnettChairman, President and Chief Executive Officer Notice of 2025 AnnualMeeting of Stockholders Date and Time: Place: Thursday, September 4, 20259:00 a.m. Local Time Building AOne Tribology Center102 Willenbrock RoadOxford, CT 06478 Purpose The 2025 annual meeting of stockholders of RBC Bearings Incorporated will be held in Building A at our executive offices at OneTribology Center, 102 Willenbrock Road, Oxford, CT 06478, on Thursday, September 4, 2025, beginning at 9:00 a.m. local time.At the meeting, the holders of the Company’s outstanding common stock will consider and vote on the following matters: Stockholders of record at the close of business on July 8, 2025 are entitled to notice of and to vote at the annual meeting and atany postponements or adjournments thereof. The directions to the meeting can be found in Appendix A of the attached proxystatement. Your Vote is Important Whether or not you plan to attend the meeting, please vote your shares.You can find voting instructions in the proxystatement or in the materials you received for the meeting. Any person voting by proxy has the power to revoke it, at any time priorto its exercise at the meeting, in accordance with the procedures described in the attached proxy statement. If You Plan to Attend Please note that space limitations make it necessary to limit attendance to stockholders and one guest. Admission to the meetingwill be on a first-come, first-served basis. Registration will begin at 8:00 a.m., and seating will begin at 8:30 a.m. Each stockholdermay be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holding stock inbrokerage accounts (i.e.,‘‘street name’’ holders) will also need to bring a copy of a brokerage statement reflecting RBC stockownership as of the record date. Cellular phones, cameras, recording devices and other electronic devices will not be permittedat the meeting. By order of the Board of Directors, Proxy Statement for 2025 AnnualMeeting of Stockholders TheBoard of Directors(the‘‘Board’’)of RBC BearingsIncorporated is soliciting proxies from our stockholders to beused at the annual meeting of stockholders to be held onThursday, September 4, 2025, beginning at 9:00 a.m., local time,inBuilding A at our principal executive offices,located atOneTribology Center,102 Willenbrock Road,Oxford,Connecticut 06478, and at any postponements or adjournmentsthereof. This proxy statement, a proxy card and the Company’sAnnual Report on Form 10-K for fiscal 2025 are being mailed, or madeavailable via the internet as described below,tostockholders on or about July 24, 2025. Our fiscal years end on the Saturday closest to March 31 eachyear. Fiscal 2025 ended on March 29, 2025 and fiscal 2026 willend on March 28, 2026. As used in this proxy statement, theterms ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ ‘‘RBC’’ and ‘‘the Company’’ meanRBC Bearings Incorporated and its subsidiaries. Business Highlights Who We Are RBC Bearings is a leading international manufacturer of highly engineered precision bearings, components and essential systems forthe industrial, aerospace and defense industries. Founder-Led Growth Company RBC was built through a series of acquisitions led by CEO Dr. Michael J. Hartnett, culminating in 29 transactions over 35 years withthe most recent completed on July 18, 2025. The combination of organic and inorganic growth has resulted in double-digitthrough-cycle revenue growth coupled with healthy margin expansion and free cash flow generation. The Company has beenpublicly listed since 2005 and is now traded on the NYSE. >70%Estimated percentage of