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): December 16, 2015
 
Alamo Group Inc.
(Exact name of registrant as specified in its charter)
 
State of Delaware
0-21220
74-1621248
(State or other jurisdiction of incorporation)
(Commission File No.)
(IRS Employer Identification No.)
 
 
1627 E. Walnut Seguin, Texas 78155
(Address of Principal executive offices)
 
Registrant's telephone number, including area code:
(830) 379-1480
 
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:
 
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.

(b) As previously announced on August 6, 2015, James B. Skaggs, the Chairman of the board of directors of Alamo Group Inc. (the “Company”), and Jerry E. Goldress, a director of the Company, each notified the Company that they were interested in retiring from the Company’s board of directors by the end of the current calendar year.

At a meeting of the Company’s board of directors on December 16, 2015, Mr. Skaggs and Mr. Goldress have each notified the Company of their decision to retire from their respective positions effective January 5, 2016.







Item 8.01. Other Events.
On December 16, 2015, the board of directors appointed Gary L. Martin as the Chairman of the board of directors to replace Mr. Skaggs effective January 5, 2016. Mr. Martin has been a member of the board of directors since May 2007.






Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1    Press release of the Company dated December 16, 2015.






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 authorized officer.
 
 
Alamo Group Inc.
December 16, 2015
By:  /s/ Robert H. George              
 
Robert H. George,
 
Vice President-Administration
 







Exhibit Index

Exhibit No.
 
Description
 
 
 
 
 
99.1
 
Press release of the Company dated December 16, 2015
 
 
 
 
 







 
For:
Alamo Group Inc.
 
 
                                                                             
 
Contact:
Robert H. George
 
 
Vice President
 
 
830-372-9621
For Immediate Release
 
 
 
 
Financial Relations Board
 
 
Marilynn Meek
 
 
212-827-3773

ALAMO GROUP INC. ANNOUNCES RETIREMENT
OF TWO DIRECTORS AND NAMES NEW CHAIRMAN

SEGUIN, Texas, December 16, 2015 -- Alamo Group Inc. (NYSE: ALG) today announced that, as previously indicated, James B. Skaggs and Jerry E. Goldress will retire from the Board of Directors effective January 5, 2016.

Mr. Skaggs joined the Board in 1996 and has served as Chairman of the Board since 2011. Mr. Goldress has been a director since 2000. Both have contributed significantly to Alamo’s success during this dynamic period in which the Company’s revenues have grown more than 400%.

As previously announced, Eric Etchart, Senior Vice President of Business Development of the Manitowoc Company, Inc., and Robert Bauer, President, CEO and a director of L. B. Foster Company were appointed to Alamo’s Board in August in anticipation of the retirement of Messrs. Skaggs and Goldress.

Alamo Group is also pleased to announce that Gary Martin, who has been a member of the Board of Directors since 2007, has been named Chairman of the Board effective January 5, 2016.

Ron Robinson, Alamo Group’s President and CEO said, “We will certainly miss both Jim and Jerry. They have been great directors who always provided a voice of reason, put shareholders’ interests first, challenged the management to move forward and set a tone of honesty and integrity. They have also been great friends and a pleasure to serve with. Their absence will be felt on many levels and we wish them all the best in their future activities, which I know will be varied and interesting.

“We are pleased that Eric and Bob had the opportunity to overlap for several meetings with Jim and Jerry as that has helped with their transition onto Alamo’s Board. They are both already demonstrating their ability to contribute to the Company’s ongoing success.






“We are also very pleased to have Gary assume the role of Chairman. He has been on the Alamo Board for eight years and has served at various times as chairman of the Compensation Committee and the Corporate Governance Committee. He was previously President, CEO and Chairman of the Board of Capital Southwest Corporation until his retirement in 2013. Gary’s background, maturity and knowledge of Alamo position him to be effective immediately as Chairman. We all look forward to benefiting from his guidance going forward.”

Jim and Jerry offered the following joint comments: “We feel extremely fortunate for the opportunity to work with this great Board and management team in achieving Alamo’s remarkable growth and success. As we retire, we are delighted with our highly capable replacements and have strong confidence this team will continue to excel in the years ahead.”

Alamo Group is a leader in the design, manufacture, distribution and service of high quality equipment for infrastructure maintenance, agriculture and other applications. Our products include truck and tractor mounted mowing and other vegetation maintenance equipment, street sweepers, snow removal equipment, excavators, vacuum trucks, other industrial equipment, agricultural implements and related after-market parts and services. The Company, founded in 1969, has approximately 3,100 employees and operates 25 plants in North America, Europe, Australia and Brazil as of September 30, 2015. The corporate offices of Alamo Group Inc. are located in Seguin, Texas and the headquarters for the Company’s European operations are located in Salford Priors, England.

This release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Among those factors which could cause actual results to differ materially are the following: market demand, competition, weather, seasonality, currency-related issues, and other risk factors listed from time to time in the Company’s SEC reports. The Company does not undertake any obligation to update the information contained herein, which speaks only as of this date.



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