Current Report Filing (8-k)
February 20 2020 - 5:01PM
Edgar (US Regulatory)
0001287213
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0001287213
2020-02-18
2020-02-19
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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): February 19, 2020
DOUGLAS
DYNAMICS, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-34728
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13-4275891
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(State or
other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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7777 North 73rd Street, Milwaukee, Wisconsin 53223
(Address of principal executive offices,
including zip code)
(414) 354-2310
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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PLOW
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New York Stock Exchange
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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:
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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. ¨
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Item 5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
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On February 19, 2020,
James L. Janik submitted his notice of retirement as the Executive Chairman of Douglas Dynamics, Inc. (the “Company”),
effective as of April 28, 2020, the date of the Company’s annual meeting of shareholders (the “2020 Annual Meeting”).
As a result, Mr. Janik will no longer serve as an executive officer of the Company following the 2020 Annual Meeting.
Mr. Janik’s three-year
term as a director expires at the 2020 Annual Meeting, and the Board of Directors of the Company currently expects to recommend
Mr. Janik as a nominee for director for another three-year term. Subject to Mr. Janik’s election by the shareholders at the
2020 Annual Meeting, the Board of Directors also expects to appoint Mr. Janik to serve as non-executive Chairman of the Board effective
following the 2020 Annual Meeting.
A copy of the Company’s news release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits
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(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits.
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(104.1)
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Cover Page Interactive Data File (the Cover Page Interactive
Data File is 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.
Date: February 20, 2020
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DOUGLAS DYNAMICS, INC.
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By:
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/s/ Sarah Lauber
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Sarah Lauber
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Chief Financial Officer and Secretary
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