UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| 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, Shinichi Iimura has served as a director of the Company since January 30, 2024.
On June 17, 2024, Mr. Iimura notified the Company of his resignation from the Board, effective immediately, due to personal health reasons. Mr. Iimura’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 Takashi Fukui, the Executive Officer, International Sales Division of Tadano, as its successor nominee, and upon such nomination by Tadano, the Company appointed Mr. Fukui to the Board, effective June 18, 2024. Mr. Fukui will serve as a director until the Company’s 2024 annual meeting of shareholders, which is scheduled to be held on June 25, 2024 (the “2024 Annual Meeting”), or until his successor is duly elected and qualified. Mr. Fukui has not been appointed to any committees of the Board at this time. Mr. Fukui 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.
In light of Mr. Iimura’s resignation, he is not available to, and will not, stand for election at the 2024 Annual Meeting. The Board has nominated Mr. Fukui to be a substitute nominee for election at the 2024 Annual Meeting in place of Mr. Iimura. Additional information relating to Mr. Fukui and his proposed election as a director at the 2024 Annual Meeting will be provided in a supplement to the Company’s Proxy Statement that will be filed with the Securities and Exchange Commission.
| Item 8.01. | Other Items. |
On June 18, 2024, the Company issued a press release regarding the resignation of Mr. Iimura from the Board and appointment of Mr. Fukui 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 |
Description | |
| 99.1 | Press Release dated June 18, 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: June 18, 2024