false 0001302028 0001302028 2024-01-24 2024-01-24

 

 

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): January 24, 2024

 

 

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

(Registrant’s 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

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.

As previously disclosed, on May 24, 2018, Manitex International, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Tadano Ltd., a Japanese company (“Tadano”). Pursuant to the Purchase Agreement, so long as Tadano owns at least 10% of the issued and outstanding shares of the Company’s common stock, Tadano will have the right to nominate one individual to serve on the Company’s board of directors (the “Board”), and the Company will nominate and recommend Tadano’s nominee at each election of directors. Pursuant to this arrangement and upon nomination by Tadano, Takashi Kiso has served as a director of the Company since January 30, 2023.

On January 24, 2024, Mr. Kiso notified the Company of his resignation from the Board, effective upon the appointment of Tadano’s successor nominee to the Board. Mr. Kiso’s resignation was not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Pursuant to the Purchase Agreement, Tadano nominated Shinichi Iimura, the CEO and President of Tadano America Holdings, as its successor nominee, and upon such nomination by Tadano, the Company appointed Mr. Iimura to the Board, effective January 30, 2024. Mr. Iimura will serve as a director until the next annual meeting of shareholders of the Company or until his successor is duly elected and qualified. Mr. Iimura has not been appointed to any committees of the Board. Mr. Iimura will receive the standard compensation for non-employee directors pursuant to the Company’s Non-Employee Director Plan, consisting of $10,000 cash fees per quarter and periodic equity grants pursuant to the Company’s 2019 Equity Incentive Plan.

 

Item 8.01.

Other Items.

On January 24, 2024, the Company issued a press release regarding the resignation of Mr. Kiso from the Board and appointment of Mr. Iimura to the Board. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

   

Description

99.1    Press Release dated January 24, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ JOSEPH DOOLAN

Name:   Joseph Doolan
Title:   Chief Financial Officer

Date: January 24, 2024

Exhibit 99.1

 

LOGO

MANITEX INTERNATIONAL APPOINTS

SHINICHI IIMURA TO BOARD OF DIRECTORS

Bridgeview, IL, January 24, 2024 – Manitex International, Inc. (NASDAQ: MNTX) (“Manitex” or the “Company”), a leading international provider of truck cranes, specialized industrial equipment, and construction equipment rental solutions to infrastructure and construction markets, today announced the appointment of Shinichi Iimura to its Board of Directors, effective January 30, 2024, succeeding Takashi Kiso, who has served as a director since January 30, 2023. Both Mr. Iimura and Mr. Kiso are representatives of Tadano Ltd, the largest equity shareholder of Manitex.

Mr. Iimura is currently Chairman of Tadano America Corporation and CEO & President of Tadano America Holdings Inc. Previously, Mr. Iimura was the former Head of Tadano Singapore from 1998 to 2001, President of Tadano Faun GmbH Germany from 2002 to 2009, and had oversight of Faun Products Europe. Mr. Iimura has executive oversight of Pan-American Operations at Tadano, maintaining an office in Houston, Texas.

“We are pleased to welcome Shinichi to the Manitex Board of Directors,” stated David Langevin, Executive Chairman. “With more than 40 years of experience in the global heavy equipment market, Shinichi is a proven, highly respected industry leader who will provide an important strategic voice on our Board as we continue to successfully execute on our Elevating Excellence value-creation strategy. We would also like to thank Takashi Kiso for his dedicated service to the Board and wish him well in his new responsibilities within Tadano.”

ABOUT MANITEX INTERNATIONAL

Manitex International is a leading provider of mobile truck cranes, industrial lifting solutions, aerial work platforms, construction equipment and rental solutions that serve general construction, crane companies, and heavy industry. The company engineers and manufactures its products in North America and Europe, distributing through independent dealers worldwide. Our brands include Manitex, PM, Oil & Steel, Valla, and Rabern Rentals.

IR CONTACT

Paul Bartolai or Noel Ryan

MNTX@val-adv.com

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