Form 8-K ALAMO GROUP INC For: Aug 06
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E-mailUNITED STATES
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): August 6, 2015
Alamo Group Inc.
(Exact name of registrant as specified in its charter)
State of Delaware | 0-21220 | 74-1621248 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
1627 E. Walnut Seguin, Texas 78155
(Address of Principal executive offices)
Registrant's telephone number, including area code: | (830) 379-1480 |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) James S. Skaggs, the Chairman of the board of directors of Alamo Group, Inc. (the “Company”), and Jerry E. Goldress, a director of the Company, have each notified the Company that they are interested in retiring from the Company’s board of directors by the end of the current calendar year.
(d) At a meeting of the Company’s board of directors on August 6, 2015, Mr. Robert P. Bauer and Mr. Eric Etchart were elected as directors of the Company effective immediately.
Mr. Bauer, 56, is the President and Chief Executive Officer and a director of L.B. Foster Company, a manufacturer, fabricator, and distributor of products and services for rail, construction, energy, and utility markets. From June 2011 to February 2012, Mr. Bauer served as President of Emerson Climate Technologies, Refrigeration Division, a business segment of Emerson Electric Co. From January 2002 through May 2011, he also served as President of Emerson Network Power, Liebert Division.
Mr. Etchart, 59, is the Senior Vice President, Business Development of The Manitowoc Company, Inc., a manufacturer of cranes and foodservice equipment. From May 2007 to January 2015, he was the President of the Manitowoc Crane Group and Senior Vice President of The Manitowoc Company, Inc. Since December 2010, he has been a director and member of the audit and compensation committee of Graco, Inc.
In connection with their respective election as directors, Mr. Bauer and Mr. Etchart will each receive 752 shares of restricted stock awards pursuant to the Company’s 2009 Equity Incentive Plan. The restrict stock awards will vest ratably over the next four years. In addition, each of Mr. Bauer and Mr. Etchart will be eligible to participate in the Company’s director compensation arrangements which are more fully described in the Company’s 2015 definitive proxy statement.
Neither Mr. Bauer, nor Mr. Etchart has been appointed to appointed to any committees of the Company’s board of directors yet.
The Company is not aware of any related party transactions between Mr. Bauer or Mr. Etchart, on the one hand, and the Company, on the other hand, subject to disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of the press release regarding the election of Mr. Bauer and Mr. Etchart to the Company’s board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02(d).
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 - Press Release dated August 6, 2015.
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.
August 6, 2015 | By: /s/ Robert H. George |
Robert H. George, | |
Vice President-Administration | |
EXHIBIT INDEX
Exhibit No. | Description |
99.1 | Press release |
For: | Alamo Group Inc. | |
Contact: | Robert H. George | |
Vice President | ||
830-372-9621 | ||
For Immediate Release | ||
Financial Relations Board | ||
Marilynn Meek | ||
212-827-3773 | ||
ALAMO GROUP INC. ANNOUNCES THE
APPOINTMENT OF TWO NEW BOARD MEMBERS
SEGUIN, Texas, August 6, 2015 -- Alamo Group Inc.’s (NYSE: ALG) Board of Directors are pleased to announce the appointment of two new independent directors to its Board, Eric Etchart and Bob Bauer. Concurrent with these appointments Alamo Group has expanded its Board from seven to nine members. These additions are being made in response to the anticipated retirement of two existing directors, Jim Skaggs and Jerry Goldress, both of whom have expressed their interest in retiring prior to the end of the year.
Mr. Etchart, 59,was President and General Manager of the Manitowoc Crane Group until January 2015 at which time he joined the corporate group as Senior Vice President of business development of the Manitowoc Company, Inc. (NYSE: MTW). He has been with Manitowoc since 2001 when it acquired the Potain Group whom he had served with since 1995. Mr. Etchart has over 30 years’ experience with global manufacturing companies. In addition he serves as an independent director of Graco Inc.
Mr. Bauer, 56, is President, CEO and a director at L. B. Foster Company (NASDAQ: FSTR). He has been with L. B. Foster since 2012 and prior to that was with Emerson Electric for 18 years. Mr. Bauer has been involved in all aspects of international manufacturing companies for over 30 years.
Jim Skaggs, Chairman of the Board of Alamo Group, commented, “We are delighted to have both Eric and Bob join the Board of Alamo. They bring a wealth of experience in working with global manufacturing companies like ours. Both have had a broad range of responsibilities. Eric in particular brings a strong international background and Bob has extensive operational experience. We believe their broad skill set will contribute to Alamo’s ongoing development.”
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ALAMO GROUP INC. ANNOUNCES APPOINTMENT OF NEW BOARD MEMBER PAGE 2
Alamo Group is a leader in the design, manufacture, distribution and service of high quality equipment for infrastructure maintenance, agriculture and other applications. Our products include truck and tractor mounted mowing and other vegetation maintenance equipment, street sweepers, snow removal equipment, excavators, vacuum trucks, other industrial equipment, agricultural implements and related after-market parts and services. The Company, founded in 1969, has approximately 3,100 employees and operates 25 plants in North America, Europe, Australia and Brazil as of June 30, 2015. The corporate offices of Alamo Group Inc. are located in Seguin, Texas and the headquarters for the Company’s European operations are located in Salford Priors, England.
Forward Looking Statements
This release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Among those factors which could cause actual results to differ materially are the following: market demand, competition, weather, seasonality, currency-related issues, and other risk factors listed from time to time in the Company’s SEC reports. The Company does not undertake any obligation to update the information contained herein, which speaks only as of this date.
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