Form 8-K - Current report

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): February 22, 2024

Alamo Group Inc.

(Exact name of registrant as specified in its charter)


State of Delaware	0-21220	74-1621248
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)


1627 E. Walnut, Seguin, Texas						78155
(Address of Registrant’s principal executive offices)						(Zip Code)


	(830) 379-1480
Registrant's telephone number, including area code:

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, par value $.10 per share	ALG	New York Stock Exchange

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:

☐ 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))

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 February 22, 2024, Roderick R. Baty notified Alamo Group Inc. (the "Company") of his retirement from the Company's Board of Directors (the “Board”), effective April 30, 2024. Mr. Baty’s decision to retire is not due to any disagreement with the Company or the Board or any matter relating to the Company's operations, policies, or practices.

At a meeting of the Company’s Board on February 22, 2024, the Board increased the size of the Board from eight members to nine members and elected Mr. Paul D. Householder as a director effective immediately. Mr. Householder will initially be a member of the Compensation Committee of the Board.

Mr. Householder, 54, is the President and Chief Executive Officer of Ag Growth International Inc. (Toronto: AGN). Mr. Householder joined Ag Growth International Inc. in 2019 as Executive Vice President, International. In 2022, he was appointed President and Chief Executive Officer of Ag Growth International Inc. and elected to its Board of Directors. Ag Growth International Inc. is a manufacturer of portable and stationary grain handling, storage and conditioning equipment, including augers, belt conveyors, storage bins, handling accessories and aeration equipment. Prior to joining Ag Growth International Inc., Mr. Householder spent 28 years at Air Products & Chemicals, Inc. (NYSE: APD), holding several global leadership roles focusing on continuous improvement, business development, sales, and engineering.

In connection with his election as a director, Mr. Householder will receive 129 shares of restricted stock awards pursuant to the Company’s 2019 Equity Incentive Plan. The restricted stock awards will vest ratably over the next three years. In addition, Mr. Householder will be eligible to participate in the Company’s director compensation arrangements which are more fully described in the Company’s 2023 definitive proxy statement.

The Company is not aware of any related party transactions between Mr. Householder, on the one hand, and the Company, on the other hand, subject to disclosure pursuant to Item 404(a) of Regulation S-K.

A copy of the press release regarding the retirement of Mr. Baty from the Board and the election of Mr. Householder to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 - Press Release dated February 2 2, 202 4.

Exhibit 104 - Cover Page Interactive Data File - Inline XBRL for the cover page of this Current Report on Form 8-K

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.


February 22, 2024			By: /s/ Edward T. Rizzuti
			Edward T. Rizzuti,
			General Counsel & Secretary


			For:			Alamo Group Inc.

			Contact:			Richard J. Wehrle
						Executive Vice President & CFO
						830-372-9620

						Financial Relations Board
						Joe Calabrese
						212-827-3772

ALAMO GROUP INC. ANNOUNCES RETIREMENT OF BOARD MEMBER, APPOINTMENT OF NEW BOARD CHAIR AND APPOINTMENT OF NEW DIRECTOR

SEGUIN, Texas, February 22, 2024 -- Alamo Group Inc. (NYSE: ALG) today announced that Roderick (“Rock”) R. Baty will retire from the Board of Directors effective April 30, 2024. Mr. Baty joined the Board in August 2011 and has served in various capacities during his tenure. Mr. Baty was appointed Independent Board Chair on May 3, 2018. Upon Mr. Baty’s retirement from the Board, current Board member, Richard (“Rick”) W. Parod, will be appointed the new Independent Board Chair effective April 30, 2024.

The Company also today announced that it has appointed Paul D. Householder as a new independent member of the Board effective February 22, 2024. Mr. Householder is the President and Chief Executive Officer of Ag Growth International Inc. (Toronto: AGN). Mr. Householder joined Ag Growth International Inc. in 2019 as Executive Vice President, International. In 2022, he was appointed President and Chief Executive Officer and elected to the Board of Directors. Ag Growth International Inc. is a manufacturer of portable and stationary grain handling, storage and conditioning equipment, including augers, belt conveyors, storage bins, handling accessories and aeration equipment. Prior to joining Ag Growth International Inc., Mr. Householder spent 28 years at Air Products & Chemicals, Inc. (NYSE: APD), holding several global leadership roles focusing on continuous improvement, business development, sales, and engineering.

Alamo Chief Executive Officer and President, Jeffery A. Leonard, commented on the above changes as follows, “We will certainly miss Rock and want to thank him for his leadership and guidance in his role as Chair and for his devotion to the Company during his long tenure on the Board. He has been extremely instrumental in helping us get to where we are today. We are excited for Rick to step in as the new Independent Board Chair. We look forward to his capable leadership and guidance of the Board in the future. Finally, we are very pleased to have Paul join the Board and look forward to working with him. Paul brings decades of valuable international experience to the Board.”

About Alamo Group

Alamo Group is a leader in the design, manufacture, distribution and service of high quality equipment for vegetation management, infrastructure maintenance and other applications. Our products include truck and tractor mounted mowing and other vegetation maintenance equipment, street sweepers, snow

removal equipment, excavators, vacuum trucks, other industrial equipment, agricultural implements, forestry equipment and related after-market parts and services. The Company, founded in 1969, has approximately 4,350 employees and operates 29 plants in North America, Europe, Australia and Brazil as of December 31, 2023. The corporate offices of Alamo Group Inc. are located in Seguin, Texas.

Forward Looking Statements

This release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Among those factors which could cause actual results to differ materially are the following: adverse economic conditions which could lead to a reduction in overall market demand, supply chain disruptions, labor constraints, unanticipated acquisition results, increasing costs due to inflation, new or unanticipated effects of the COVID-19 pandemic, geopolitical risks, including effects of the war in Ukraine, competition, weather, seasonality, currency-related issues, and other risk factors listed from time to time in the Company’s SEC reports. The Company does not undertake any obligation to update the information contained herein, which speaks only as of this date.

Cover	Feb. 22, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 22, 2024
Entity Registrant Name	Alamo Group Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	0-21220
Entity Tax Identification Number	74-1621248
Entity Address, Address Line One	1627 E. Walnut
Entity Address, City or Town	Seguin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78155
City Area Code	830
Local Phone Number	379-1480
Title of 12(b) Security	Common Stock, par value$.10 per share
Trading Symbol	ALG
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000897077