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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
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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 19, 2020
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Horizon
Global Corporation
(Exact Name of
Registrant as Specified in Charter)
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Delaware
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001-37427
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47-3574483
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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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47912
Halyard Drive, Suite 100, Plymouth, Michigan
_____________________
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48170
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(Zip
Code)
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(Address of
principal executive offices)
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Registrant’s
telephone number, including area code:
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(734)
656-3000
_____________
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Not
Applicable
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________________________________________
(Former name or
former address, if changed since last report)
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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))
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, $0.01 par
value
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HZN
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New York Stock
Exchange
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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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth
company þ
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. þ
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On June 19, 2020,
at the 2020 Annual Meeting of Stockholders (the
“Annual
Meeting”)
of Horizon Global Corporation (the “Corporation”),
the stockholders of the Corporation approved the Horizon Global
Corporation 2020 Equity and Incentive Compensation Plan (the
“2020
Plan”).
The following description of the 2020 Plan is qualified in its
entirety by reference to the 2020 Plan, which is incorporated
herein by reference from Exhibit 10.1 to this Current Report on
Form 8-K.
In general, the
2020 Plan will be administered by the Compensation Committee (the
“Compensation
Committee”) of the Corporation’s Board
of Directors (the “Board”)
and will enable the Compensation Committee to provide equity and
incentive compensation to (1) the Corporation’s officers and
other employees (and those of its subsidiaries),
including persons
who have agreed to commence serving in such capacity within 90 days
of the grant of the applicable award, (2) the Corporation’s
non-employee directors and (3) certain other individuals,
including certain consultants, who provide employee-type services.
Pursuant to the 2020 Plan, the Corporation may grant equity-based
and cash-based compensation generally in form of stock options,
appreciation rights, restricted shares, restricted stock units,
performance shares, performance units, cash incentive awards,
dividend equivalents and other stock-based awards upon terms and
conditions as further described in the 2020 Plan.
Subject to
adjustment as described in the 2020 Plan, and subject to the 2020
Plan’s share counting rules, a total of 3,800,752 shares of common
stock of the Corporation are available for awards granted under the
2020 Plan, plus (A) the total number of shares remaining available
for awards under the Corporation’s 2015 Equity and Incentive
Compensation Plan (including as amended or amended and restated,
the “2015
Plan”) as
of June 19, 2020, plus (B) the shares that are subject to awards
granted under the 2020 Plan or the 2015 Plan that are added (or
added back, as applicable) to the aggregate number of shares
available under the 2020 Plan pursuant to the share counting rules
of the 2020 Plan. These shares may be shares of original issuance
or treasury shares, or a combination of both.
The 2020 Plan
provides that no non-employee director of the Corporation will be
granted, in any period of one calendar year, compensation for such
service having an aggregate maximum value (measured at the grant
date as applicable, and calculating the value of any awards based
on the grant date fair value for financial reporting purposes) in
excess of $500,000. However, the independent members of the Board
may make exceptions to this non-employee director compensation
limit up to an additional $200,000 for a non-executive chair of the
Board, provided that the non-employee director receiving such
additional compensation may not participate in the decision to
award such compensation.
The 2020 Plan
provides that awards granted under the 2020 Plan (other than
cash-based awards) will generally vest no earlier than the first
anniversary of the applicable grant date, subject to certain
exceptions as described in the 2020 Plan.
The 2020 Plan
permits the Compensation Committee to make certain
performance-based awards to participants under the 2020 Plan. The
following is a non-exhaustive list of performance measures that
could be used for such performance-based awards (including relative
or growth achievement regarding such metrics):
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Profits (e.g.,
gross profit, EBITDA, operating income, EBIT, EBT, net income, net
sales, cost of sales, earnings per share, residual or economic
earnings, inventory turnover, operating profit, economic profit -
these profitability metrics could be measured before certain
specified special items and/or subject to GAAP
definition);
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Cash Flow (e.g.,
free cash flow, free cash flow with or without specific capital
expenditure target or range, including or excluding divestments
and/or acquisitions, net cash provided by operating activities, net
increase (or decrease) in cash and cash equivalents, total cash
flow, cash flow in excess of cost of capital or residual cash flow
or cash flow return on investment);
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Returns (e.g.,
profits or cash flow returns on: assets, invested capital, net
capital employed, and equity);
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Working Capital
(e.g., working capital divided by sales, days’ sales outstanding,
days’ sales inventory, and days’ sales in payables);
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Profit Margins
(e.g., profits divided by revenues, gross margins and material
margins divided by revenues, and material margin divided by weight
or volume);
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Liquidity
Measures (e.g., debt-to-capital, debt-to-EBITDA, total debt
ratio);
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Sales Growth,
Gross Margin Growth, Cost Initiative and Stock Price Metrics (e.g.,
revenues, revenue growth, revenue growth outside the United States,
gross margin and gross margin growth, material margin and material
margin growth, stock price appreciation, market capitalization,
total return to shareholders, sales and administrative costs
divided by sales, and sales and administrative costs divided by
profits); and
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Strategic
Initiative Key Deliverable Metrics consisting of one or more of the
following: product development, strategic partnering, research and
development, vitality index, market penetration, market share,
geographic business expansion goals, cost targets, selling, general
and administrative expenses, customer satisfaction, employee
satisfaction, management of employment practices and employee
benefits, supervision of litigation and information technology,
productivity, economic value added (or another measure of
profitability that considers the cost of capital employed), product
quality, sales of new products, and goals relating to acquisitions
or divestitures of subsidiaries, affiliates and joint
ventures.
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The Board
generally will be able to amend the 2020 Plan, subject to
stockholder approval in certain circumstances as described in the
2020 Plan.
Item 5.07 Submission
of Matters to a Vote of Security Holders.
There were a
total of 25,472,634 shares of Common Stock outstanding and entitled
to vote at the Annual Meeting and there were 21,794,416 shares of
Common Stock represented in person or by proxy at the Annual
Meeting, which constituted a quorum to conduct business at the
Annual Meeting.
The items voted
upon at the Annual Meeting and the results of the vote on each
proposal were as follows:
Proposal
1.
The election of eight directors to serve until the Company's 2021
annual meeting of stockholders:
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FOR
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WITHHELD
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BROKER NON-VOTES
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Terrence G. Gohl
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17,311,952
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151,729
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4,330,735
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Frederick A.
Henderson
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17,301,783
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161,898
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4,330,735
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John C. Kennedy
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17,314,986
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148,695
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4,330,735
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Ryan L. Langdon
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17,311,759
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151,922
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4,330,735
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Brett N. Milgrim
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17,316,002
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147,679
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4,330,735
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Debra S. Oler
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17,319,254
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144,427
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4,330,735
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Mark D. Weber
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17,282,659
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181,022
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4,330,735
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Harry J. Wilson
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17,274,549
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189,132
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4,330,735
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Proposal
2.
The approval of the Horizon Global Corporation 2020 Equity and
Incentive Compensation Plan:
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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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15,107,848
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2,324,826
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31,007
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4,330,735
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Proposal
3.
The ratification of the appointment of Deloitte & Touche LLP as
the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2020:
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FOR
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AGAINST
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ABSTAIN
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21,222,201
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372,878
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199,337
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Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
Number
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Description
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10.1
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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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HORIZON GLOBAL
CORPORATION
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Date:
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June 24,
2020
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By:
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/s/ Jay
Goldbaum
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Name:
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Jay
Goldbaum
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Title:
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General Counsel,
Chief Complaince Officer and Corporate Secretary
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