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
Date of report (Date of earliest event reported): June 3, 2020
MANITEX INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Michigan | 001-32401 | 42-1628978 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
9725 Industrial Drive, Bridgeview, Illinois 60455
(Address of Principal Executive Offices) (Zip Code)
(708) 430-7500
(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:
☐ |
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, no par value | MNTX | The NASDAQ Stock Market LLC | ||
Preferred Share Purchase Rights | N/A | The NASDAQ Stock Market LLC |
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 June 3, 2020, at the Annual Meeting of Stockholders (the Annual Meeting) of Manitex International, Inc. (the Company), the Companys stockholders approved a First Amendment (the Amendment) to the Manitex International, Inc. 2019 Equity Incentive Plan (the Plan). Pursuant to the Amendment, the number of shares authorized for issuance under the Plan was increased from 279,717 to 779,717.
The description in the first paragraph of this Item 5.02 is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K. For a more complete description of the Plan and the Amendment, please refer to Proposal 4: Approval of an Amendment to the Manitex International, Inc. 2019 Equity Incentive Plan in the Companys proxy statement filed with the Securities and Exchange Commission in connection with the Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Manitex International, Inc. held its Annual Meeting of Stockholders on June 3, 2020. The following is a summary of the matters voted on at that meeting.
(a) |
Proposal 1The stockholders elected Manitex International, Inc.s entire Board of Directors to serve until the 2021 Annual Meeting of the Stockholders. The persons elected to Manitexs Board of Directors and the number of shares cast for, the number of shares withheld, and broker non-votes, with respect to each of these persons, were as follows: |
For | Withheld | Broker Non-Votes | ||||||||||
Ronald M. Clark |
10,950,105 | 2,811,096 | 2,792,325 | |||||||||
Steve Filipov |
11,943,680 | 1,817,521 | 2,792,325 | |||||||||
Robert S. Gigliotti |
9,813,451 | 3,947,750 | 2,792,325 | |||||||||
Frederick B. Knox |
11,694,987 | 2,066,214 | 2,792,325 | |||||||||
David J. Langevin |
11,888,573 | 1,872,628 | 2,792,325 | |||||||||
Marvin B. Rosenberg |
10,772,524 | 2,988,677 | 2,792,325 | |||||||||
Ingo Schiller |
12,035,849 | 1,725,352 | 2,792,325 | |||||||||
Stephen J. Tober |
11,679,102 | 2,082,099 | 2,792,325 |
(b) |
Proposal 2The shareholders ratified the appointment of Grant Thornton LLP as Manitexs independent registered public accounting firm for the year ending December 31, 2020. The number of shares cast in favor of the ratification of Grant Thornton LLP, the number against, and the number abstaining were as follows: |
For |
Against |
Abstain |
||
16,410,134 | 67,346 | 76,046 |
(c) |
Proposal 3The shareholders approved in an advisory vote the compensation of the Companys named executive officers. The number of shares cast in favor, number against, the number abstaining, and broker non-votes are as follows: |
For |
Against |
Abstain |
Broker Non-Votes |
|||
12,498,536 | 324,147 | 938,518 | 2,792,325 |
(d) |
Proposal 4The shareholders approve an amendment to the Manitex International, Inc. 2019 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 500,000 shares. The number of shares cast in favor, number against, the number abstaining, and broker non-votes are as follows: |
For |
Against |
Abstain |
Broker Non-Votes |
|||
13,274,920 | 458,406 | 27,875 | 2,792,325 |
Item 9.01 Financial Statements and Exhibits.
Exhibits.
The following exhibit is filed herewith:
Exhibit
|
Description |
|
10.1 |
First Amendment to the Manitex International, Inc. 2019 Equity Incentive Plan |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MANITEX INTERNATIONAL, INC. |
||
By: | /S/ LAURA R. YU | |
Name: |
Laura R. Yu | |
Title: |
Chief Financial Officer |
Date: June 4, 2020
Exhibit 10.1
FIRST AMENDMENT TO THE
MANITEX INTERNATIONAL, INC.
2019 EQUITY INCENTIVE PLAN
THIS FIRST AMENDMENT (this Amendment) to the Manitex International, Inc. 2019 Equity Incentive Plan (the Plan) is made effective June 3, 2020, by Manitex International, Inc., a Michigan corporation (the Company).
INTRODUCTION
The Company previously adopted the Plan and reserved the right to amend the Plan pursuant to Section 7(a) thereof. The Company now desires to amend the Plan to increase the number of shares of Company common stock authorized for issuance thereunder from 279,315 to 779,315, subject to the approval of the stockholders of the Company.
NOW, THEREFORE, subject to the approval of the Companys stockholders at the 2020 Annual Meeting of the Companys Stockholder, the Plan is amended by deleting the first full sentence of Section 4(a)(i) in its entirety and replacing it with the following:
The number of shares with respect to which Awards may be granted under the Plan shall be 779,315 Shares, consisting of 279,315 Shares available for issuance under the Predecessor Plan as of the Effective Date and 500,000 additional Shares (collectively, the Total Share Reserve).
Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to this First Amendment.
IN WITNESS WHEREOF, the Company has executed this First Amendment effective as of the date first set forth above.