Manitowoc : 2016 Proxy

printmgr file EXPLANATORY NOTE

The Manitowoc Company, Inc. (the "Company") is filing the attached revised Definitive Proxy Statement on Schedule 14A related to the Company's 2016 Annual Meeting of Shareholders to correctly identify Robert G. Bohn on page 14 as the lead director, to correct the presentation of amounts in the Grants of Plan-Based Awards table on page 51, to include a paragraph regarding severance benefits for Hubertus M. Muehlhaueser on page 59 that was inadvertently omitted and to correct certain clerical errors.

THE MANITOWOC COMPANY, INC. 2400 South 44th Street P.O. Box 66 Manitowoc, Wisconsin 54221-0066 (920) 684-4410

March 18, 2016

Dear Shareholder:

You are cordially invited to attend the 2016 Annual Meeting of Shareholders of The Manitowoc Company, Inc., which will be held at the Holiday Inn Manitowoc, located at 4601 Calumet Avenue, Manitowoc, Wisconsin 54220, on Tuesday, May 3, 2016, at 9:00 a.m. (CDT).

As set forth in the enclosed proxy materials, the following matters of business are scheduled to be acted upon at the meeting:

1. The election of eight directors;

2. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016;

3. An advisory vote to approve the compensation of the Company's named executive officers;

4. An advisory vote on a shareholder proposal regarding shareholder rights plans ("poison pills"), if properly presented; and

5. Such other business as may properly come before the Annual Meeting.

The Board of Directors of the Company recommends the following votes:

• FOR election of the eight directors named in the enclosed proxy materials; if elected, each director will serve a one-year term expiring at the Annual Meeting of Shareholders in 2017;
• FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016;
• FOR approval of the compensation of the Company's named executive officers, as disclosed in the Compensation Discussion and Analysis and the Executive Compensation sections of the Proxy Statement; and
• AGAINST the shareholder proposal.

Whether or not you are able to attend the 2016 Annual Meeting, we welcome your questions and comments about the Company. To make the best use of time at the meeting, we would appreciate receiving your questions or comments, in writing, in advance of the meeting, so they can be answered as completely as possible at the meeting. If you wish to make a comment or ask a question in writing, we would appreciate receiving it by April 22, 2016.

It is important that your shares be represented and voted at the meeting. You should have already received an Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting with instructions on how to access the proxy materials and vote. As indicated in that notice, you may view the proxy materials online at www.proxydocs.com/mtw and you may also access and complete the proxy card online at www.proxypush.com/mtw. Or if you prefer, you may request a copy of the proxy materials, free of charge, including a hard copy of the proxy card, through the website www.investorelections.com/mtw, by phone at 1-866-648-8133, or by email at paper@investorelections.com.

To help us plan for the meeting, please mark your proxy card telling us if you will be attending in person.

Sincerely,

Barry L. Pennypacker President and CEO

THE MANITOWOC COMPANY, INC. 2400 South 44th Street P.O. Box 66 Manitowoc, Wisconsin 54221-0066 (920) 684-4410

March 18, 2016

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on Tuesday, May 3, 2016. We encourage you to access and review all of the important information contained in the proxy materials before voting.

The proxy statement and annual report to shareholders are available at www.proxydocs.com/mtw.

If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before April 22, 2016 to facilitate timely delivery. To the Shareholders of THE MANITOWOC COMPANY, INC.

The Annual Meeting of Shareholders of The Manitowoc Company, Inc. will be held as follows: Meeting date: Tuesday, May 3, 2016

Meeting time: 9:00 a.m. Central Daylight Time

Meeting place: Holiday Inn Manitowoc, 4601 Calumet Avenue, Manitowoc, Wisconsin 54220 Materials available: Proxy Statement, Proxy Card and Annual Report

View Materials: www.proxydocs.com/mtw

Request materials: Internet: www.investorelections.com/mtw

Phone: 1-866-648-8133

Email: paper@investorelections.com

The Annual Meeting of Shareholders of The Manitowoc Company, Inc. will be held for the following purposes:

1. To elect eight directors, all as set forth and described in the Proxy Statement;

2. To ratify the appointment of PricewaterhouseCoopers LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016;

3. To consider an advisory vote to approve the compensation of the Company's named executive officers;

4. To consider an advisory vote on a shareholder proposal regarding shareholder rights plans ("poison pills"), if properly presented; and

5. To transact such other business as may properly come before the Annual Meeting.

Shareholders of record as of the close of business on February 29, 2016 are cordially invited to attend and are entitled to vote at the Annual Meeting. However, whether or not you expect to attend the Annual Meeting in person, you are requested to properly complete the proxy card online at www.proxypush.com/mtw or to obtain, complete, date, sign, and promptly return a hard copy of the proxy card, which can be obtained by request through the website, toll free number or email address noted above.

By Order of the Board of Directors

LOUIS F. RAYMOND

Vice President, General Counsel and Secretary

Manitowoc, Wisconsin

TABLE OF CONTENTS

Page

Proposals Requiring Your Vote 4

Proposal 1 - Election of Directors 4

Proposal 2 - Ratification of the Appointment of PricewaterhouseCoopers LLP 7

Proposal 3 - Advisory Vote to Approve the Compensation of Our Named Executive Officers 8

Proposal 4 - Advisory Vote on a Shareholder Proposal Regarding Shareholder Rights Plans

("Poison Pills") 12

Governance of the Board and its Committees 14

Corporate Governance Committee Report 18

Audit Committee Report 20

Equity Compensation Plans 22

Ownership of Securities 23

Non-Employee Director Compensation 26

Compensation Discussion and Analysis and Compensation Committee Report 29

Compensation Discussion and Analysis 29

Compensation Committee Report 46

Executive Compensation 48

Miscellaneous 60