Columbus McKinnon Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$CMCO
Construction/Ag Equipment/Trucks
Industrials
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): July 21, 2024
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
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Registrant's telephone number including area code: (716 ) 689-5400
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Securities registered pursuant to Section 12(b) of the Act:
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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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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).
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| 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 | ||||
(e) At the 2024 annual meeting of shareholders (the “Annual Meeting”) of Columbus McKinnon Corporation (the “Company”) held on July 22, 2024, the Company’s shareholders approved the Columbus McKinnon Corporation Second Amended and Restated 2016 Long Term Incentive Plan (the “Plan”). The Company’s Board of Directors had previously approved the Plan on June 4, 2024, subject to receipt of shareholder approval. A description of the Plan was set forth in the Company’s 2024 definitive proxy statement filed with the Securities and Exchange Commission on June 10, 2024 under the heading “Proposal 4: Approve of Columbus McKinnon Corporation Second Amended and Restated 2016 Long Term Incentive Plan,” which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
| Item 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | ||||
On July 22, 2024, the Company held its Annual Meeting.
At the Annual Meeting, shareholders approved each of management’s proposals, which consisted of: (i) the election of nine (9) directors, each of whom will serve as directors of the Company for terms of one (1) year and until their successors are elected and qualified; (ii) the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2025; (iii) the approval of the advisory vote on executive compensation; and (iv) the approval of the Company's Plan.
Proposal 1: Election of Directors
The following table reflects the tabulation of the votes with respect to each director who was elected at the Annual Meeting. Each director received a majority vote.
| Name | Votes For | Votes Against | Votes Withheld | Broker Non-Vote | ||||||||||
| Gerald G. Colella | 25,267,099.04 | 406,551.71 | 7,643.00 | 1,543,515.00 | ||||||||||
| Kathryn V. Roedel | 25,286,091.75 | 385,488.00 | 9,714.00 | 1,543,515.00 | ||||||||||
| David J. Wilson | 25,384,997.04 | 288,654.71 | 7,642.00 | 1,543,515.00 | ||||||||||
| Aziz S. Aghili | 25,230,894.75 | 440,555.00 | 9,844.00 | 1,543,515.00 | ||||||||||
| Jeanne Beliveau-Dunn | 25,051,598.04 | 620,594.71 | 9,101.00 | 1,543,515.00 | ||||||||||
| Michael Dastoor | 25,310,115.75 | 363,436.00 | 7,742.00 | 1,543,515.00 | ||||||||||
| Chad R. Abraham | 25,385,392.88 | 288,158.87 | 7,742.00 | 1,543,515.00 | ||||||||||
| Rebecca Yeung | 25,345,637.75 | 328,311.00 | 7,345.00 | 1,543,515.00 | ||||||||||
| Chris J. Stephens, Jr. | 25,411,731.60 | 261,819.16 | 7,743.00 | 1,543,515.00 | ||||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The following table reflects the tabulation of the votes with respect to the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2025:
| Votes For | Votes Against | Abstained | Broker Non-Vote | ||||||||
| 26,553,451.04 | 622,582.00 | 48,775.71 | — | ||||||||
Proposal 3: Advisory Vote on Executive Compensation
The following table reflects the tabulation of the votes with respect to the approval of the advisory vote on executive compensation:
| Votes For | Votes Against | Abstained | Broker Non-Vote | ||||||||
| 24,187,186.23 | 1,166,795.52 | 327,312.00 | 1,543,515.00 | ||||||||
Proposal 4: Vote to approve Columbus McKinnon Corporation Second Amended and Restated 2016 Long Term Incentive Plan
The following table reflects the tabulation of the votes with respect to approve the Plan:
| Votes For | Votes Against | Abstained | Broker Non-Vote | ||||||||
| 23,584,773.88 | 2,083,043.71 | 13,476.16 | 1,543,515.00 | ||||||||
| Item 8.01 | OTHER EVENTS. | ||||
On July 22, 2024, the Company announced that its Board of Directors declared and approved on July 21, 2024 a dividend of $0.07 per common share. The dividend will be payable on or about August 19, 2024 to shareholders of record at the close of business on August 9, 2024.
A copy of the press release issued in connection with such action is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. | ||||
(d) Exhibits.
| EXHIBIT NUMBER | DESCRIPTION | |||||||
| Columbus McKinnon Corporation Second Amended and Restated 2016 Long Term Incentive Plan. | ||||||||
Press Release dated July 22, 2024. | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |||||||
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 thereunto duly authorized.
| COLUMBUS McKINNON CORPORATION | |||||
| By: | /s/ Gregory P. Rustowicz | ||||
| Name: | Gregory P. Rustowicz | ||||
| Title: | Executive Vice President - Finance and Chief Financial Officer | ||||
| (Principal Financial Officer) | |||||
Dated: July 22, 2024