SEC Form DEFA14A filed by Manitex International Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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Check the appropriate box:

MANITEX INTERNATIONAL, INC.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

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MANITEX INTERNATIONAL, INC.

3000 South Austin Avenue

Georgetown, Texas 78626

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ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

JUNE 25, 2024

SUPPLEMENT TO PROXY STATEMENT

June 18, 2024

This proxy statement supplement (this “Proxy Supplement”), dated June 18, 2024, supplements the definitive proxy statement on Schedule 14A (the “Proxy Statement”) of Manitex International, Inc. (the “Company,” “we,” “us” or “our”) filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2024 and made available to stockholders in connection with the Company’s annual meeting of stockholders to be held at the Marriott of Burr Ridge, 1200 Burr Ridge Pkwy, Burr Ridge, IL 60527 on Tuesday, June 25, 2024 at 11:00 a.m. (Central Daylight Time) (the “Annual Meeting”) and any other additional proxy material filed with the SEC. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Proxy Statement. You should read the entire Proxy Statement, this Proxy Supplement (which contains important information that supplements and updates the Proxy Statement), and any additional proxy materials carefully before voting your shares. Other than as set forth herein, no items presented in the Proxy Statement are affected by this Proxy Supplement.

 

Whether or not you plan to attend the Annual Meeting, we urge you to vote. Returning the proxy card or voting by telephone or via the internet will not affect your right to attend the Annual Meeting and vote during the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON JUNE 25, 2024.

The Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders and the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2023

are available at https://www.proxyvote.com/MNTX

The following information supplements and updates “Proposal 1: Election of Directors” contained in the Proxy Statement.

Nominees for Director – Substitute Nominee

As previously disclosed by the Company on a Current Report on Form 8-K filed with the SEC on June 18, 2024, Director Shinichi Iimura resigned from the Company’s Board of Directors, effective immediately, due to personal health reasons.  Mr. Iimura was nominated to serve as a Director by Tadano Ltd., a Japanese company (“Tadano”) and a significant stockholder of the Company, pursuant to its rights under the Securities Purchase Agreement dated May 24, 2018, by and between the Company and Tadano (the “Purchase Agreement”).

Pursuant to its rights under the Purchase Agreement, Tadano nominated Takashi Fukui as its successor nominee, and the Board of Directors appointed Mr. Fukui as a Director of the Company effective June 18, 2024.

In light of Mr. Iimura’s resignation from the Board of Directors, he is not available to, and will not stand for election as a director at the Annual Meeting. The Board of Directors has nominated Mr. Fukui as a substitute nominee for election at the Annual Meeting in place of Mr. Iimura. Information relating to Mr. Fukui and his proposed election as a director at the Annual Meeting is being provided in this Proxy Supplement.

As stated in the Proxy Statement, in the event that any nominee for Director should become unavailable prior to the Annual Meeting, the Proxies will be voted for a substitute nominee designated by the Board of Directors. The Board of Directors has nominated Mr. Fukui as a substitute nominee in place of Mr. Iimura. Mr. Fukui has indicated that he is willing and able to serve as a Director on the Board of Directors.

The Company has updated its proxy card and voting instruction form to reflect this substitution of nominees. However, the proxy card or voting instruction form distributed with the Proxy Statement remains valid and shareholders who have already returned their proxy card or provided voting instructions do not need to take any action unless they want to change or revoke their voting instructions.   It is intended that the proxies solicited by the Board of Directors will be voted for the election of each of the named nominees for Director, as revised by this Proxy Supplement, unless otherwise specified, and that all shares represented by all valid proxies voted in favor of the election of Mr. Iimura will be voted in favor of the election of Mr. Fukui. See “Voting Information Update” below for additional information.

In the event that any of the current nominees for Director should become unavailable prior to the Annual Meeting, the Proxies will be voted for such further substitute nominees designated by the Board of Directors, or the number of Directors may be reduced accordingly.  At this time, the Board of Directors knows of no reason why any of the current Director Nominees, other than Mr. Iimura, whose nomination has been substituted with Mr. Fukui, might become unable to serve. Each of the nominees for Director, including Mr. Fukui, has consented to serve, if elected.

NOMINEES FOR DIRECTOR

Nominees to Serve Until the 2025 Annual Meeting

Name		Age		Director Since		Positions Held
Takashi Fukui		55		2024		Director

The following is information about the experience and attributes of Mr. Fukui. The experience and attributes described below illustrate the reasons that Mr. Fukui was nominated for re-election to the Board of Directors.

Takashi Fukui, Age 55, joined our Board of Directors in June 2024. Mr. Fukui is currently Executive Officer, International Sales Division of Tadano Ltd. based in Tokyo.  He concurrently serves on the Boards of Directors for Tadano’s subsidiaries in America, Australia, Singapore, Thailand and India.  Before joining Tadano in 2021, Mr. Fukui spent 30 years with Marubeni Corporation, mainly with its earth moving equipment business, with over 13 years of overseas assignments for distributor operations in the United Kingdom, Australia and Peru. Mr. Fukui is being re-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: sales, international business, strategy and manufacturing and distribution.

Mr. Fukui has not been appointed to any committees of the Board of Directors.

Corporate Governance

Director Independence

The Board of Directors has determined that four of our six directors are independent under NASDAQ Rule 5605(a)(2). These independent directors are: Ronald M. Clark, Takashi Fukui, Frederick B. Knox, and Stephen J. Tober. Each of the directors serving on the Compensation Committee, the Audit Committee, and the Committee on Directors and Board Governance are also independent under the NASDAQ independence standards applicable to members of such committees.

Board Diversity Matrix

The NASDAQ diversity matrix, as updated to reflect Mr. Fukui as the substitute nominee for Director in lieu of Mr. Iimura, is set forth below as required under the listing requirements of NASDAQ.

 

Vote Required

 

The six (6) nominees receiving the highest numbers of  favorable votes of the shares of Common Stock present in person or by proxy at the Annual Meeting shall be elected as Directors. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR NAMED IN OUR PROXY STATEMENT, AS UPDATED BY THIS PROXY SUPPLEMENT, and which now include Takashi Fukui as a substitute nominee in place of Shinichi Iimura.

 

PRINCIPAL STOCKHOLDERS

The following table supplements the Principal Stockholders Table beginning on page 4 of the Proxy Statement. This table shows how many shares of common stock our substitute nominee for Director owned on April 26, 2024, and the number of shares he had the right to acquire within 60 days of that date. This table also shows, as of April 26, 2024, the number of common stock units credited to the accounts of our substitute nominee under the terms of the benefit and deferral plans in which he participates.  Except as otherwise indicated, each Stockholder listed below has sole voting and investment power with respect to the shares beneficially owned by such person.

Name and Address of Beneficial Owner		Number of Shares Beneficially Owned(2)				Percentage of Common Stock Beneficially Owned(2)
Substitute Director Nominee
Takashi Fukui **			—			*

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DIRECTOR COMPENSATION

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.  Mr. Fukui was appointed as a Director in June 2024 and, as a result, received no compensation from the Company during 2023.

VOTING INFORMATION UPDATE

As discussed above under “Proposal 1: Election of Directors,” the Board has nominated Mr. Fukui to be a substitute Director nominee for election at the Annual Meeting in place of Mr. Iimura.

The proxy card initially distributed with the Proxy Statement remains valid. You do not need to authorize a proxy again unless you want to change your vote or revoke your proxy. Stockholders who have already returned their proxy card or authorized a proxy over the internet or by telephone do not need to take any action unless they want to change or revoke their voting instructions.

You do not have to attend the Annual Meeting to vote. The Board is soliciting proxies so that your vote will be counted if you do not attend the Annual Meeting. If you vote by proxy, you will be appointing David J. Langevin, our Executive Chairman, and Joseph Doolan, our Chief Financial Officer, as your proxies, to vote your shares as you instruct, each with the power to act without the other and with full power of substitution. If you sign and return your proxy card or vote over the internet or by telephone without giving specific voting instructions, these individuals will vote your shares by following the Board’s recommendations, as applicable. The proxy holders also have authority to vote in their discretion on any other business that properly comes before the Annual Meeting or any adjournments or postponements thereof. If any other business properly comes before the Annual Meeting, the proxy holders will vote on those matters in accordance with their discretion. Pursuant to the discretionary voting authority granted to the proxy holders, any shares represented at the Annual Meeting by the proxy card initially distributed with the Proxy Statement will be voted with respect to the election of Mr. Fukui, as substitute nominee for Mr. Iimura, as Director.

If you have already authorized a proxy to vote your shares at the Annual Meeting:

You do not need to authorize a proxy again unless you want to change your vote or revoke your proxy. The proxy holders will use their discretion to vote as follows: any proxy authorized with respect to Mr. Iimura will be voted in the same manner (either For or Withhold) for Mr. Fukui as the substitute nominee in place of Mr. Iimura.

Authorizing a proxy again will revoke your prior proxy voting instructions. If you authorize a proxy again using the updated proxy card distributed with this Proxy Supplement, or if you authorize a proxy again over the internet or by telephone, you will revoke your prior proxy and any proxy will be voted in accordance with your updated voting instructions.

If you have not yet authorized a proxy to vote your shares at the annual meeting:

Use the new proxy card to authorize a proxy to vote your shares before the applicable deadline. The Company has updated its proxy card to reflect the substitute nominee. We recommend that you use the updated proxy card distributed with this Proxy Supplement to grant your proxy. Any proxy will be voted in accordance with your voting instructions.

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