MANITOWOC CO INC false 0000061986 0000061986 2019-12-12 2019-12-12

 

 

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 12, 2019

 

The Manitowoc Company, Inc.  

(Exact name of Registrant as Specified in Its Charter)

 

 

Wisconsin

1-11978

39-0448110

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

11270 West Park Place,

Suite 1000

Milwaukee, WI

 

53224

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (414) 760-4600

 

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 (see General Instructions A.2. below):

 

☐

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, $.01 Par Value

 

MTW

 

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 (§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 December 12, 2019, the Board of Directors (the “Board”) of The Manitowoc Company, Inc. (the “Company”) increased the size of the Board from eight members to nine members and elected Anne E. Bélec as a new director to fill the vacancy created by such increase effective immediately.  Ms. Bélec’s term will expire at the Company’s 2020 annual meeting of shareholders.

 

The Board of Directors appointed Ms. Bélec to serve on the Audit Committee.

 

Ms. Bélec will receive the same compensation as the Company’s other non-employee directors, as described under “Non-Employee Director Compensation” in the Company’s Proxy Statement for its 2019 annual meeting of shareholders, which was filed with the Securities and Exchange Commission on March 28, 2019.

 

There are no arrangements between Ms. Bélec and any other person pursuant to which Ms. Bélec was elected to serve as a director, nor are there any transactions in which the Company is a participant in which Ms. Bélec has a material interest requiring disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

 

A copy of the press release announcing this change to the Board is attached hereto as Exhibit 99 and incorporated herein by reference in its entirety.

 

 

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.  The exhibits listed in the exhibit index below are being filed herewith:

EXHIBIT INDEX

Exhibit Number

 

Exhibit Description

 

 

 

99

 

Press Release

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


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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.

 

 

 

THE MANITOWOC COMPANY, INC.

Date:  December 12, 2019

By:

/s/ Thomas L. Doerr, Jr.

 

 

Thomas L. Doerr, Jr.

 

 

Senior Vice President, General Counsel

and Secretary

 

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