Current Report Filing (8-k)
June 13 2019 - 10:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 12, 2019
MANITEX INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
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Michigan
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001-32401
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42-1628978
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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9725 Industrial Drive, Bridgeview, Illinois 60455
(Address of Principal Executive Offices) (Zip Code)
(708)
430-7500
(Registrants Telephone Number, Including Area Code)
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value
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MNTX
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The NASDAQ Stock Market LLC
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Preferred Share Purchase Rights
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N/A
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The NASDAQ Stock Market LLC
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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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On June 12, 2019, at the Annual Meeting of Stockholders
(the Annual Meeting) of Manitex International, Inc. (the Company), the Companys stockholders approved the Manitex International, Inc. 2019 Equity Incentive Plan (the 2019 Plan), which provides for a variety
of types of awards, including options, stock appreciation rights, stock awards (including restricted stock and restricted stock units) and performance awards. The 2019 Plan authorizes 279,717 shares for future issuance. In connection with the
approval of the 2019 Plan by the Stockholders, the Companys Amended and Restated 2004 Equity Incentive Plan (the 2004 Plan) will terminate. Accordingly, the approval of the 2019 Plan by Stockholders will not increase the total
number of shares available for equity grants. Instead, the 2019 Plan is intended to broaden the categories of participants eligible to receive equity grants, to add specific provisions regarding the term of the plan and the effects of a change in
control on the Company, and to make certain other administrative and technical changes to the terms of the 2004 Plan.
The
description in the first paragraph of this Item 5.02 is qualified in its entirety by reference to the 2019 Plan filed as Exhibit 10.1 to this Current Report on
Form 8-K.
For a more complete
description of the 2019 Plan, please refer to Proposal 5: Manitex International, Inc. 2019 Equity Incentive Plan in the Companys proxy statement filed with the Securities and Exchange Commission in connection with the Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Manitex International, Inc. held its Annual Meeting of Stockholders on June 12, 2019. The following is a summary of the matters voted on
at that meeting.
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(a)
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Proposal 1
The stockholders elected Manitex International, Inc.s entire Board of Directors
to serve until the 2020 Annual Meeting of the Stockholders. The persons elected to Manitexs Board of Directors and the number of shares cast for, the number of shares withheld, and broker
non-votes,
with
respect to each of these persons, were as follows:
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For
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Withheld
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Broker Non-Votes
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Ronald M. Clark
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10,180,763
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4,382,384
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2,927,431
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Robert S. Gigliotti
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9,773,559
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4,789,588
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2,927,431
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Frederick B. Knox
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10,901,881
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3,661,266
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2,927,431
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David J. Langevin
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10,869,777
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3,693,370
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2,927,431
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Marvin B. Rosenberg
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10,938,715
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3,624,432
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2,927,431
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Ingo Schiller
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10,954,235
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3,608,912
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2,927,431
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Stephen J. Tober
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10,888,881
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3,674,266
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2,927,431
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(b)
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Proposal 2
The shareholders ratified the appointment of Grant Thornton LLP as Manitexs
independent registered public accounting firm for the year ending December 31, 2019. The number of shares cast in favor of the ratification of Grant Thornton LLP, the number against, and the number abstaining were as follows:
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For
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Against
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Abstain
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17,348,970
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35,974
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105,634
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(c)
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Proposal 3
The shareholders approved in an advisory vote the compensation of the Companys
named executive officers. The number of shares cast in favor, number against, the number abstaining, and broker
non-votes
are as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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13,571,077
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329,817
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662,253
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2,927,431
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(d)
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Proposal 4
The shareholders recommended that the advisory vote to approve the compensation of
the Companys named executives be conducted annually. The number of shares cast for 1 Year, 2 Years, 3 Years and abstaining are as follows:
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1 Year
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2 Years
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3 Years
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Abstain
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13,287,430
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114,032
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475,983
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685,702
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(e)
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Proposal 5
The shareholders approved the Manitex International, Inc. 2019 Equity Incentive Plan.
The number of shares cast in favor, number against, the number abstaining, and broker
non-votes
are as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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14,272,594
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247,581
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42,972
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2,927,431
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Item 9.01 Financial Statements and Exhibits.
Exhibits.
The following exhibit is filed
herewith:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MANITEX INTERNATIONAL, INC.
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By:
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/S/ DAVID J. LANGEVIN
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Name:
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David J. Langevin
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Title:
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Chairman and Chief Executive Officer
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Date: June 13, 2019
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