- Current report filing (8-K)
April 15 2010 - 5:21PM
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
April 15, 2010
Date of Report (Date of earliest event reported)
Generac Holdings Inc.
(Exact name of
registrant as specified in its charter)
Delaware
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001-34627
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20-5654756
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of
incorporation)
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File Number)
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Identification
No.)
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S45
W29290 Hwy. 59
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Waukesha,
Wisconsin
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53187
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(Address of
principal executive offices)
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(Zip Code)
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(262) 544-4811
(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 (
see
General Instruction A.2. below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April 15, 2010, the
board of directors (the Board) of Generac Holdings Inc. (the Company)
increased the
size of the board from seven (7) to eight (8) members. To fill the
vacancy created by the increase in the size of the Board, the Board
unanimously elected and appointed David Ramon to serve as a Class III
director of the Corporation, to serve until the conclusion of the Annual Meeting
of the Company held in the calendar year 2012, and if reappointed at such
Annual Meeting, to subsequently serve for three-year terms, or until his
successor is duly elected or appointed and qualified.
The Board also
appointed Mr. Ramon to the Audit Committee of the Board (the Audit
Committee) as a replacement for Timothy Walsh, and, as a result,
the Company
will have a majority of independent directors on the Audit Committee within
90 days after the date of effectiveness of the registration statement filed
in connection with the Companys initial public offering as required by
Securities and Exchange Commission and New York Stock Exchange rules. Mr. Walsh
will remain on the Board and will continue to serve as the lead director and
the Chair of the Compensation Committee of the Board.
Mr. Ramon has more than 25 years of broad
management, operations and investment experience with both established and
emerging companies. He co-founded Vaduz Partners in 1998, a private investment
firm
for which he continues to serve as a Managing Partner
. From 2000 through 2007, Mr. Ramon
was also President, Chief Executive Officer, and director of USA.NET, Inc.
In 1997 to 1998, he was President of the Coleman Outdoor Recreation Group. From
1993 to 1997, Mr. Ramon held various senior management positions including
President and Chief Operating Officer of New World Television, Inc. and
director of New World Communications Group, Inc. From 1982 to 1994, Ramon
served as the Executive Vice President and Chief Financial Officer of Gillett
Holdings, Inc. Prior to 1982, Mr. Ramon was employed by Arthur Young &
Company and earned a Bachelor of Business Administration degree in accounting
from the University of Wisconsin. He also serves on the board of directors of
Systems Maintenance Services Holding, Inc. and management board of TTBG,
LLC.
In connection with Mr. Ramons appointment as a
director, he will receive from the Company an amount of shares of fully vested
common stock of the Company, par value $0.01 (Common Stock), equal to $37,500
in value, which shall be granted on the second business day after the Company
issues its earnings release for the first quarter of 2010 and based on the
closing price of the Common Stock on such day.
Mr. Ramon will not receive any additional remuneration for serving
on the Board other than the standard fees paid by the Company to all of its
non-management directors. At this
time, the Company pays its non-management directors
a quarterly fee
of $12,500 and, beginning in 2011, will provide i
ts non-management directors with
an annual grant
of fully vested shares of Common Stock equal to $50,000 in value
.
Mr. Ramon has not had transactions or
relationships with the Company or its management up to this date and there are
not any currently proposed transactions in which Mr. Ramon will have a
direct or indirect material interest that would require disclosure under Item
404(a) of Regulation S-K. Mr. Ramon
is considered to be an independent director as defined by New York Stock
Exchange rules and the Securities and Exchange Commission Rules. There are
no arrangements or understandings between Mr. Ramon and any other person
pursuant to which Mr. Ramon was selected as a director.
2
Item 9.01 Financial
Statements and Exhibits
(d)
Exhibit No.
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Description
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99.1
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Press Release,
dated April 15, 2010
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3
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.
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GENERAC HOLDINGS INC.
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/s/
Aaron Jagdfeld
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Name:
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Aaron Jagdfeld
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Title:
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Chief Executive Officer
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Date: April 15,
2010
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4
EXHIBIT
INDEX
99.1
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Press Release,
dated April 15, 2010
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5
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