Current Report Filing (8-k)

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) June 12, 2019

TEREX CORPORATION

(Exact Name of Registrant as Specified in Charter)



Delaware	1-10702	34-1531521
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)



200 Nyala Farm Road, Westport, Connecticut	06880
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code (203) 222-7170

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 (see General Instruction A.2. below):

[ ] 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))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	TEX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01. Entry Into a Material Definitive Agreement.

On February 2, 2017, Marcato Capital Management LP, Marcato International Master Fund, Ltd. (collectively, “Marcato”) and Matthew Hepler, entered into a letter agreement (the “Letter Agreement”) with Terex Corporation (“Terex” or the “Company”). Effective June 12, 2019, Marcato, Mr. Hepler and Terex amended and restated the Letter Agreement ( the “Amended Letter Agreement”).

In connection with the entry into the Amended Letter Agreement, Richard T. McGuire III, Managing Partner of Marcato said, “The recent sales of Terex shares by Marcato are the result of ordinary course capital flows and portfolio rebalancing to manage position concentration. Marcato remains optimistic about the future of the Company and is committed to working with the board and management of Terex to help continue to enhance value for all of the Company’s shareholders.”

Pursuant to the Amended Letter Agreement, Mr. Hepler will continue to serve as a director of the Company. The foregoing summary of the Amended Letter Agreement is qualified in its entirety by reference to the actual language of the Amended Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


(d)	Exhibits

10.1 Letter Agreement among Marcato Capital Management LP, Marcato International Master Fund, Ltd., Matthew Hepler and Terex Corporation, dated June 12, 2019.

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.

Date: June 13, 2019

TEREX CORPORATION

By: /s/ Eric I Cohen

Eric I Cohen

Senior Vice President, Secretary and General Counsel