Douglas Dynamics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Construction/Ag Equipment/Trucks
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): April 23, 2024
(Exact name of registrant as specified in its charter)
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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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(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)
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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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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:
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 April 23, 2024, at the Douglas Dynamics, Inc. (the "Company") 2024 annual meeting of shareholders (the "Annual Meeting"), the Company's stockholders approved the Douglas Dynamics, Inc. 2024 Stock Incentive Plan (the "2024 Plan"), which had previously been approved by the Company's Board of Directors (the "Board"), subject to stockholder approval. Additional information regarding the results of the Annual Meeting is set forth below under Item 5.07 of this Current Report on Form 8-K.
The Company previously maintained the Douglas Dynamics, Inc. 2010 Stock Incentive Plan (the "2010 Plan"). Effective upon stockholder approval at the Annual Meeting, the 2024 Plan replaced the 2010 Plan, and the 2010 Plan was terminated. No new awards will be granted under the 2010 Plan. Awards currently outstanding under the 2010 Plan will remain outstanding under the 2010 Plan in accordance with their terms.
The 2024 Plan is described in detail in the Company's definitive proxy statement, filed with the Securities and Exchange Commission on March 22, 2024, under the caption "Proposal 3 - Approval of the Company’s Stock Incentive Plan," which description is incorporated herein by reference. A copy of the 2024 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The name of each director elected at the 2024 Annual Meeting, a brief description of each other matter voted upon at the 2024 Annual Meeting and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below.
Election of Two Directors to Terms Expiring at the 2027 Annual Meeting of Stockholders
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Name of Nominee
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Shares Voted For
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Shares Withheld
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Broker Non-Votes
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Kenneth W. Krueger
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17,716,911
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2,040,448
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1,507,285
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Lisa R. Bacus
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19,091,024
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666,335
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1,507,285
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Advisory Vote on Approval of the Compensation of the Company’s Named Executive Officers
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Shares Voted For
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Shares Voted Against
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Abstentions
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Broker Non-Votes
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19,176,407
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479,937
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101,014
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1,507,285
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Affirmative Vote on Approval of the Company’s 2024 Stock Incentive Plan
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Shares Voted For
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Shares Voted Against
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Abstentions
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Broker Non-Votes
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19,026,390
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713,121
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17,847
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1,507,285
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Ratification of the Appointment of Deloitte& Touche LLP as Independent Registered Public Accounting Firm for 2024
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Shares Voted For
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Shares Voted Against
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Abstentions
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21,240,604
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15,898
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8,142
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Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The following exhibit is being filed herewith:
(104) Cover Page Interactive Data File (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 hereunto duly authorized.
Date: April 26, 2024
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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
Chief Financial Officer and Secretary
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