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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): May 11, 2020

COLUMBUS MCKINNON CORPORATION
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of incorporation)

0-27618
 
16-0547600
(Commission File Number)
 
(IRS Employer Identification No.)
 
205 Crosspoint Parkway
Getzville
NY
14068
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number including area code: (716) 689-5400
 
_________________________________________________

(Former name or former address, if changed since last report)

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 per share
CMCO
NASDAQ Global Select Market

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))

☐
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 AGREEMENTS OF CERTAIN OFFICERS.

On May 14, 2020, Columbus McKinnon Corporation (the “Company”) announced that David J. Wilson has been named President and Chief Executive Officer effective June 1, 2020 ("Commencement Date"). Mr. Wilson has also been appointed a director of the Company. Mr. Wilson, 51, is the president of the Pumps Division of Flowserve Corporation (NYSE: FLS), a leading provider of flow control products and services for the global infrastructure markets. He assumed this role in July 2018 as a result of the combination of the industrial pumps division and the engineered pumps division. The pumps division is Flowserve’s largest division. From September 2017 to July 2018, he was president of the industrial pumps division. Before his tenure at Flowserve, Mr. Wilson advanced to significant leadership roles at SPX Corporation (NYSE: SPXC) and its spin-off SPX FLOW, Inc. (NYSE: FLOW) over a nearly 20-year period. As president of several businesses within SPX, Mr. Wilson developed innovative growth initiatives, implemented business simplification processes and restructurings, led acquisition and portfolio management strategies and defined strategic visions for the businesses. He ran global operations and resided in both Asia and Europe for several years. Mr. Wilson began his career as an engineer for Polaroid Corporation rapidly advancing into leadership roles. He earned his Bachelor of Science in Electrical Engineering at the University of Massachusetts Lowell.

There are no relationships between Mr. Wilson and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Under his employment agreement with the Company, Mr. Wilson will receive a base salary of $750,000 per year. He will be eligible for incentive compensation targeted at 100% of his base salary with the payout range being from 0% to 200% of such target. For fiscal 2021, the targeted annual bonus will be 50% of his base salary with a payout range being from 0% to 200% of such target due to a cost savings measure implemented by the Company in response to the COVID-19 pandemic. He will also participate in the Company’s Long Term Incentive Plan at an opportunity level not less than 240% of his annual base salary. Mr. Wilson will receive a sign on equity grant of 38,000 restricted stock units. 50% of those restricted stock units will vest on the Commencement Date and 50% on the second anniversary of the Commencement Date. He will also receive 28,000 performance stock units pursuant to the terms of the Company's fiscal 2021 Long Term Incentive Program.

Mr. Wilson will receive relocation and transition benefits covering the movement of his household goods, travel expenses, relocation assistance consistent with the Company's relocation policy, and six months of temporary housing.

Mr. Wilson has entered into a Change in Control Agreement with the Company providing, among other matters, for the payment of lump sum severance and health insurance costs, accelerated vesting of equity awards and other benefits upon certain terminations of employment of Mr. Wilson following a change in control (as defined in the agreement) involving the Company, which agreement is in form comparable to agreements entered into with other executive officers.
 
The foregoing summary of Mr. Wilson's agreements with the Company does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement and Change in Control Agreement attached hereto as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference. 

A copy of the press release announcing Mr. Wilson’s appointment is filed with this Form 8-K as Exhibit 99.1.
Item 9.01
FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits.
EXHIBIT
NUMBER
  
DESCRIPTION
  
  
  
 
Employment agreement between Columbus McKinnon Corporation and David J. Wilson
 
Change in Control Agreement
  
Press Release dated May 14, 2020
104
 
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)




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 thereunto duly authorized.

COLUMBUS McKINNON CORPORATION
  
  
By:
/s/ Alan S Korman
Name:
Alan S. Korman
Title:
V.P., Corporate Development, General Counsel & Corporate Secretary
  
 

Dated:  May 11, 2020


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
EXHIBIT 99.1
IMAGE00001A03A06.JPG  
News Release
 
205 Crosspoint Parkway ∙ Buffalo, NY 14068

 
Immediate Release    
    
Columbus McKinnon Appoints David J. Wilson
as President and Chief Executive Officer


BUFFALO, NY, May 14, 2020 - Columbus McKinnon Corporation (Nasdaq: CMCO), a leading designer and manufacturer of motion control products, technologies, automated systems and services for material handling, announced today that its Board of Directors has appointed David J. Wilson as President and Chief Executive Officer effective June 1, 2020. In conjunction with his appointment, Mr. Wilson will also be elected to serve on the Board of Directors of the Company.
Richard Fleming, Chairman and Interim CEO, commented, “I am extremely pleased that David will be leading Columbus McKinnon as our next President and Chief Executive Officer. After a thorough and extensive search, he became our candidate of choice because of his proven success with operational excellence and customer-centric commercial growth. Further, he brings to Columbus McKinnon superior international and business development skills and a demonstrated track record for delivering results. We believe that David will successfully advance our Blueprint for Growth strategy to become the leading industrial technology company in safe and productive motion control. In addition, we expect that his strong leadership capabilities will take our performance culture to even higher levels.”
Mr. Wilson commented, “I am thrilled to become the President and CEO of Columbus McKinnon Corporation. CMCO is an industry leader with excellent brands and strong customer relationships that is moving into a new chapter of strategic growth. While we are currently in unprecedented times with the pandemic, the team has acted quickly to adjust its operations to the current market environment while also pursuing select strategic initiatives that will advance its Blueprint for Growth strategy. I look forward to the opportunity to help us navigate through this period while we also build a sustainable growth platform that focuses on market segmentation, innovative product development and acquisitions.”
Mr. Wilson, 51, is the president of the Pumps Division of Flowserve Corporation (NYSE: FLS), a leading provider of flow control products and services for the global infrastructure markets. He assumed this role in July 2018 as a result of the combination of the industrial pumps division and the engineered pumps division. The pumps division is Flowserve’s largest division. From September 2017 to July 2018, he was president of the industrial pumps division.
Before his tenure at Flowserve, Mr. Wilson advanced to significant leadership roles at SPX Corporation (NYSE: SPXC) and its spin-off SPX FLOW, Inc. (NYSE: FLOW) over a nearly 20-year period. As president of several businesses within SPX, Mr. Wilson developed innovative growth initiatives, implemented business simplification processes and restructurings, led acquisition and portfolio management strategies and defined strategic visions for the businesses. He ran global operations and resided in both Asia and Europe for


several years. Mr. Wilson began his career as an engineer for Polaroid Corporation rapidly advancing into leadership roles. He earned his Bachelor of Science in Electrical Engineering at the University of Massachusetts Lowell.

About Columbus McKinnon
Columbus McKinnon is a leading worldwide designer, manufacturer and marketer of motion control products, technologies and automated systems and services that efficiently and ergonomically move, lift, position and secure materials. Key products include hoists, crane components, actuators, rigging tools, light rail work stations, and digital power and motion control systems. The Company is focused on commercial and industrial applications that require the safety and quality provided by its superior design and engineering know-how. Comprehensive information on Columbus McKinnon is available at www.columbusmckinnon.com.

Safe Harbor Statement
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning future sales and earnings, involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to differ materially from the results expressed or implied by such statements, including the impact of Covid-19 and the Company’s aggressive efforts to reduce costs, maintain liquidity and generate cash in the current pandemic, the effectiveness of the Company’s 80/20 Process to simplify operations, the ability of the Company’s Operational Excellence initiatives to drive profitability, global economic and business conditions, conditions affecting the industries served by the Company and its subsidiaries, conditions affecting the Company's customers and suppliers, competitor responses to the Company's products and services, the overall market acceptance of such products and services, the ability to expand into new markets and geographic regions, and other factors disclosed in the Company's periodic reports filed with the Securities and Exchange Commission. The Company assumes no obligation to update the forward-looking information contained in this release.

Contacts:
Gregory P. Rustowicz
Investor Relations:
Vice President - Finance and Chief Financial Officer
Deborah K. Pawlowski
Columbus McKinnon Corporation
Kei Advisors LLC
716-689-5442
716-843-3908
greg.rustowicz@cmworks.com
dpawlowski@keiadvisors.com