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): March 3, 2020

 
 
Horizon Global Corporation
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
Delaware
001-37427
47-3574483
_____________________
(State or Other Jurisdiction
_____________
(Commission
______________
(IRS Employer
of Incorporation)
File Number)
Identification No.)
 
 
 
47912 Halyard Drive, Suite 100, Plymouth, Michigan
_____________________
 

48170
___________
(Zip Code)
(Address of principal executive offices)
 
Registrant’s telephone number, including area code:
 
(734) 656-3000
_____________
Not Applicable
________________________________________
(Former name or former address, if changed since last report)
 
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, $0.01 par value
HZN
New York Stock Exchange
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 March 3, 2020, the Board of Directors (the “Board”) of Horizon Global Corporation (the “Company”) increased the size of the Board from eight to nine directors, and appointed Debra S. Oler to fill the newly created directorship, effective immediately. Ms. Oler will serve until her term expires at the Company’s 2020 annual meeting of stockholders, at which time she will stand for reelection for a further term expiring at the Company’s 2021 annual meeting of stockholders. Ms. Oler was also appointed to the Board’s Compensation Committee and Corporate Governance and Nominating Committee.

As a non-employee director, Ms. Oler will receive compensation in the same manner as the Company’s other non-employee directors, which compensation the Company disclosed in its definitive proxy statement for its 2019 annual meeting of stockholders filed with the Securities and Exchange Commission on May 24, 2019. In addition, Ms. Oler will receive a one-time cash payment in the amount of $50,000 in connection with her appointment as a director of the Company.

From September 2014 through her retirement on December 31, 2019, Ms. Oler served as senior vice president/president, North American sales and service for W.W. Grainger, Inc. (“Grainger”), a leading global supplier of maintenance, repair and operating supplies for businesses and institutions. Ms. Oler previously held roles of increasing responsibility with Grainger, including vice president sales from 2004 to 2009, and vice president/general manager from 2009 to September 2014. Prior to joining Grainger, Ms. Oler gained extensive sales and leadership experience with Alliant FoodService, Inc., a broadline foodservice distributor, distributing dairy products, seafood and Italian product lines, from 1996 to 2002, and with Kraft Foods, a multinational confectionery, food and beverage manufacturing and processing conglomerate, from 1986 to 1996. Ms. Oler currently serves on the board of directors of Pool Corporation, a position she has held since October 30, 2018.

A copy of the Company’s press release announcing the appointment of Ms. Oler is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.
Exhibit No.
 
Description
 
 
 
 
 
99.1
 
 
 
 
 
 
 
 

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.

 
 
 
 
HORIZON GLOBAL CORPORATION
 
 
 
 
 
 
 
Date:
 
March 4, 2020
 
By:
 
/s/ Jay Goldbaum
 
 
 
 
Name:
 
Jay Goldbaum
 
 
 
 
Title:
 
General Counsel and Corporate Secretary






HORIZONLOGOSCMYA07.JPG
 
 
CONTACT:
Jeff Tryka, CFA
 
 
 
Investor Relations, Lambert & Co.
 
 
 
(616) 295-2509
 
 
 
jtryka@horizonglobal.com

HORIZON GLOBAL BOARD OF DIRECTORS APPOINTS DEBRA S. OLER AS DIRECTOR

Plymouth, Michigan, March 4, 2020 — Horizon Global Corporation (NYSE: HZN), the world’s leading manufacturer of branded towing and trailering equipment, announced today that the Company’s Board of Directors increased the size of the Board from eight to nine directors, and appointed Debra S. Oler as a Director, effective immediately. Ms. Oler was also appointed to the Board’s Compensation Committee and Corporate Governance and Nominating Committee.
John C. Kennedy, Chair of Horizon Global’s Board of Directors, stated, “We are pleased to announce Deb’s appointment to the Board. Deb is a proven leader with substantial commercial experience, including, notably, in the aftermarket and e-commerce sales channels. We look forward to Deb’s immediate contributions to the Board.”
Ms. Oler served as senior vice president/president, North American sales and service for W.W. Grainger, Inc. (“Grainger”), a leading global supplier of maintenance, repair and operating supplies for businesses and institutions, from 2014 until her retirement at the end of 2019. Ms. Oler joined Grainger in 2002 and held several roles with increasing responsibility from 2002 to 2014. Ms. Oler currently serves on the board of directors of Pool Corporation, a position she has held since October 30, 2018.

About Horizon Global
Horizon Global is the #1 designer, manufacturer and distributor of a wide variety of high-quality, custom-engineered towing, trailering, cargo management and other related accessory products in North America and Europe. The Company serves OEMs, retailers, dealer networks and the end consumer as the category leader in the automotive, leisure and agricultural market segments. Horizon provides its customers with outstanding products and services that reflect the Company's commitment to market leadership, innovation and operational excellence. The Company’s mission is to utilize forward-thinking technology to develop and deliver best-in-class products for our customers, engage our employees and create value for our shareholders. Horizon Global is home to some of the world’s most recognized brands in the towing and trailering industry, including: BULLDOG, Draw-Tite, Fulton, Reese, Tekonsha, and Westfalia. Horizon Global has approximately 3,600 employees. For more information, please visit www.horizonglobal.com.

Forward-Looking Statements
This release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained herein speak only as of the date they are made and give our current expectations or forecasts of future events. These forward-looking statements can be identified by the use of forward-looking words, such as “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan” or other comparable words, or by discussions of strategy that may involve risks and uncertainties. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which could materially affect our business, financial condition or future results including, but not limited to, risks and uncertainties with respect to; the Company’s ability to meet its covenants in the agreements governing its debt, or obtain any amendments or waivers thereto; the Company’s ability to successfully refinance all or a portion of its secured debt; the Company’s ability to maintain compliance with the New York Stock Exchange’s continued listing standards; the Company’s leverage; liabilities imposed by the Company’s debt instruments; market demand; competitive factors; supply constraints; material and energy costs; technology factors; litigation; government and regulatory actions, including the impact of any tariffs, quotas or surcharges; the Company’s accounting policies; future trends; general economic and currency conditions; various conditions specific to the Company’s business and industry; the success of our Action Plan, including the actual amount of savings and timing thereof; the success of our business improvement initiatives in Europe-Africa, including the amount of savings and timing thereof; the Company's exposure to product liability claims from customers and end




users, and the costs associated therewith; and other risks that are discussed in the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. The risks described herein are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deemed to be immaterial also may materially adversely affect our business, financial position and results of operations or cash flows. We caution readers not to place undue reliance on such statements, which speak only as of the date hereof. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.