The Shyft Group Inc. filed SEC Form 8-K: Leadership Update
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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.
Potential Departure of Certain Named Executive Officers
As disclosed in Current Reports on Form 8-K filed with the SEC on December 16, 2024 and December 20, 2024, on December 16, 2024, The Shyft Group, Inc., a Michigan corporation (“Shyft”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 16, 2024, by and among Shyft, Aebi Schmidt Holding AG, a Switzerland Aktiengesellschaft (“Aebi Schmidt”), ASH US Group, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Aebi Schmidt (“Holdco”), and Badger Merger Sub, Inc., a Michigan corporation and direct, wholly owned subsidiary of Holdco (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Shyft (such transaction, the “Merger”), with Shyft surviving the Merger as a direct, wholly owned subsidiary of Holdco and as an indirect, wholly owned subsidiary of Aebi Schmidt.
Mr. Joshua Sherbin, our Chief Legal, Administrative and Compliance Officer and Corporate Secretary, has informed Shyft’s board of directors and Aebi Schmidt that if the Merger is consummated, Mr. Sherbin intends to resign his employment for “good reason” (as described in The Shyft Group, Inc. Executive Severance Plan), and therefore Mr. Sherbin does not intend to become an executive officer of the combined company following the Merger.
In the event that such resignation constitutes “good reason,” such resignation will constitute a “qualifying termination” for purposes of The Shyft Group, Inc. Executive Severance Plan. To constitute “good reason,” (i) the underlying event giving raise to such resignation must qualify as a basis for “good reason,” (ii) Mr. Sherbin must provide notice of his intention to terminate his employment for “good reason” within 90 days after Mr. Sherbin has knowledge, or reasonably would have knowledge, of such underlying event, and (iii) Shyft has 30 days to cure such underlying event.
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.
| THE SHYFT GROUP, INC. | ||
| Dated: May 5, 2025 | By: | /s/ Joshua A. Sherbin |
| Joshua A. Sherbin | ||
| Chief Legal, Administrative and Compliance Officer | ||