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Form 8-K MANITOWOC CO INC For: Apr 27

May 3, 2016 5:12 PM


UNITED 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):  April 27, 2016
 
The Manitowoc Company, Inc.
(Exact name of registrant as specified in its charter)
 
Wisconsin
 
1-11978
 
39-0448110
(State or other jurisdiction
of incorporation)
 
(Commission File
Number)
 
(I.R.S. Employer
Identification Number)
 
2400 S. 44th Street, Manitowoc, Wisconsin 54221-0066
(Address of principal executive offices including zip code)
 
(920) 684-4410
(Registrant’s telephone number, including area code)
 
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 (see General Instructions A.2. below):
 
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.

On April 27, 2016, David J. Antoniuk accepted the appointment of the Board of Directors of The Manitowoc Company, Inc. (the “Company”) to the positions of Vice President and Chief Financial Officer, effective May 31, 2016. Mr. Antoniuk will also serve as the Company’s Principal Accounting Officer. On April 28, 2016, Carl J. Laurino informed the Company that he would be resigning as Senior Vice President and Chief Financial Officer, as well as Principal Accounting Officer, effective May 31, 2016. Mr. Laurino is expected to remain employed by the Company in a non-executive officer capacity through June 30, 2016, in order to help assure an orderly transition of responsibilities.

Mr. Antoniuk, age 58, has served as Vice President and Chief Financial Officer of Colorcon, a world leader in the development, supply and technical support of formulated coatings and functional excipients for the pharmaceutical and dietary/food/nutritional supplement industries, since 2015. He previously served as Vice President and Corporate Controller, as well as Principal Accounting Officer, of Gardner Denver Inc., a manufacturer and marketer of engineered industrial machinery and related parts and services, from 2005 until 2014. Prior to joining Gardner Denver in 2005, Mr. Antoniuk served as Vice President - Finance and Chief Financial Officer of Davis-Standard Corp., a manufacturer of high-performance plastics and rubber processing equipment, extrusion technology and converting systems. He previously held positions with increasing responsibility at Pirelli Cables North America, including serving as Corporate Controller and Division Operations Controller. Mr. Antoniuk began his career at KPMG after earning a B.S. degree in business administration from Seton Hall University.

Under the terms of an offer letter between Mr. Antoniuk and the Company, which was accepted by Mr. Antoniuk on April 27, 2016 (the “Offer Letter”), he will receive an annual base salary of $490,000. Mr. Antoniuk will be eligible to participate in the Company’s 2013 Omnibus Incentive Plan (the “2013 Plan”), which offers participants the opportunity to acquire shares of the Company’s common stock, receive monetary payments based on the value of such common stock and receive other incentive compensation. Mr. Antoniuk’s target annual incentive award will be 75% of his base salary (any award earned based on fiscal 2016 performance will be pro-rated based on Mr. Antoniuk’s start date). Mr. Antoniuk will receive a grant of restricted stock units (“RSUs”) with a fair market value of $500,000 shortly after his start date; the RSUs will vest on the third anniversary of the grant date. In addition, shortly after his start date, he will receive a pro-rated long-term incentive award for fiscal 2016 under the 2013 Plan valued at approximately $462,000, consisting of 50% stock options and 50% performance shares. The stock options will vest in four equal annual installments on the anniversary of the grant date, assuming continued employment, and the performance shares may be earned (from 0% to 200%) based on actual Company performance during the 2016 to 2018 performance period.

Mr. Antoniuk will be eligible for relocation services consistent with Company policy, and he will be eligible to participate in the Company’s 401(k) Retirement Plan and its Deferred Compensation Plan. Mr. Antoniuk will also be eligible to receive health, dental and life insurance under the Company’s plans beginning on the first day of the month following his completion of one month of continuous service to the Company. He will be provided with other benefits customarily offered to the Company’s executive officers, including a car allowance and reimbursement of tax preparation fees.

The Company will enter into its standard form of Contingent Employment Agreement with Mr. Antoniuk, which provides for continued employment for a minimum of two years following a change in control and certain severance benefits in the event Mr. Antoniuk is terminated without “cause” or resigns with “good reason” prior to the end of the designated employment period. For additional information regarding the Contingent Employment Agreement and the other benefits available to the Company’s executive officers, please see the Company’s definitive proxy statement for its 2016 Annual Meeting of Shareholders, as amended, which was filed with the Securities and Exchange Commission on March 18, 2016.

The Company expects to enter into its standard indemnity agreement with Mr. Antoniuk, which provides that, subject to limited exceptions, the Company will indemnify Mr. Antoniuk to the fullest extent permitted or required by the Wisconsin Business Corporation Law against any liability incurred in any proceeding in which he is a party because of his service as an executive officer of the Company.

Notwithstanding any term or provision in the Offer Letter or any other agreements, Mr. Antoniuk will be an employee at will.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the Offer Letter, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Mr. Antoniuk does not have any direct or indirect material interest in any transaction involving the Company requiring disclosure under Item 404(a) of Regulation S-K.







Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description

10.1
Offer Letter, accepted as of April 27, 2016, by and between David J. Antoniuk and The Manitowoc Company, Inc.









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 thereunto duly authorized.
 
 
 
 
THE MANITOWOC COMPANY, INC.
 
 
(Registrant)
 
 
 
 
 
 
DATE: May 3, 2016
 
/s/ Louis F. Raymond
 
 
Louis F. Raymond
 
 
Vice President, General Counsel and Secretary









The Manitowoc Company, Inc.
Exhibit Index to Form 8-K

Exhibit No.
 
Description
10.1
 
Offer Letter, accepted as of April 27, 2016, by and between David J. Antoniuk and The Manitowoc Company, Inc.







EXHIBIT 10.1

Thomas G. Musial
2400 S. 44th Street
P.O. Box 66
Manitowoc, WI 54221-0066

April 26, 2016

David Antoniuk
77 Goldfinch Circle
Phoenixville, PA 19460

Dear David:
This is to confirm our offer of employment accepted by you today. As Chief Financial Officer for Manitowoc Cranes, you are scheduled to report to Barry Pennypacker, President and CEO of Manitowoc Cranes at a starting salary of $490,000.00 per year with a tentative starting date of May 31, 2016.
  
This offer is contingent upon your passing the Company pre-employment drug and background screens and the return of a signed copy of the following agreements:

Non-Solicitation Agreement
Non-Disclosure/Confidentiality Agreement

In addition to your starting salary, as dictated by the applicable plan or program, all of which are subject to change from time to time, you will be eligible to participate in the Manitowoc benefit programs listed below:
Immediate participation in The Manitowoc Company 401 (k) Retirement Plan.
The company will match your contributions to your 401(k) Retirement Plan as follows:
100% company matching contribution on the first 3% of pay that you contribute.
50% company matching contribution on the next 2% of pay that you contribute.

In addition to the 401(k) match described above, you may receive an annual company retirement contribution if you participate in the Company 401(k) Plan and if the company meets certain financial targets.  The payment formula for 2016 is based on your level of deferral contribution and how the Company performs relative to established criteria.

Participation in the Manitowoc Company, Inc. Short Term Incentive Plan (STIP) effective on your date of hire. Your target bonus is 75% of your eligible earnings (your prorated earnings during your first year of employment with Manitowoc) for meeting 100% of the (STIP) Target in your first year with Manitowoc.  The Plan allows for payment beyond the target percent up to 200% of your job’s targeted percent, which would be equivalent to 150% of your eligible earnings.  In addition, in accordance with the Manitowoc Short-Term Incentive Plan, you must remain employed with Manitowoc through the end of the Plan/calendar year in order to receive a payout.

Upon commencement of your employment with the Company, you will be granted an initial award of restricted stock units under the Company’s 2013 Omnibus Incentive Plan. The fair market value of the restricted stock units comprising the initial award will equal $500,000 -- determined in the same manner that grant value (and the number of restricted stock units awarded) was determined for the annual grants to other executive officers of the Company for 2016. This initial grant would be made shortly after your start date. The restricted stock units awarded under this section shall vest 100% in three year on the anniversary of the grant date. These restricted stock units will be administered by Charles Schwab as all Company grants.

   
Positions at this level have historically been eligible for our equity grant review by The Manitowoc Company Board of Directors. For this role, your long term incentive award grant target is Seven Hundred Ninety-One Thousand Dollars ($791,000.00) per year. The past practice has been to approve the grants during the Board meeting in late February. All grants are determined by the Company’s board of directors and are subject to the terms of an award agreement consistent with award agreements provided to other Manitowoc Cranes executives, including similar vesting and performance





conditions. However, you will receive a pro-rata 2016 grant equivalent to $462,000 in value of which 50% will be delivered in non-qualified stock options and 50% in performance shares. This initial grant would be made shortly after your start date as well.
 
You will be provided a two year (Double Trigger) Change in Control Agreement upon hire.

In addition, you are eligible to participate in the Deferred Compensation Plan. Attached are details of the plan as in effect today. To participate in the Deferred Compensation Plan, complete the deferral agreement and return to Nancy Musial, Human Resources Manager, P. O. Box 66, Manitowoc, WI  54221-0066.
            
The first day of the month after a one calendar month waiting period, you will be eligible for the Company Life Insurance, Health Coverage, Vision Care Plan, Flexible Spending Account, and Dental Plan (Plan 1 or Plan 2).  The costs below are the 2016 biweekly pretax deductions:


 
Bi-weekly Employee Contribution
 
Medical, Dental Plan 1, Vision
Medical, Dental Plan 2, Vision
Employee Only
$60.52
N/A
Employee + Child
$111.96
$118.24
Employee + Spouse
$160.44
$166.72
Employee + Children
$164.84
$172.46
Employee + Family
$235.96
$243.58


The Company currently observes 11 paid holidays per year.

Vacation policy is as follows*:
3 Weeks - Effective upon hire date in 2016**
4 Weeks - Effective January 1, 2017**
5 Weeks    -    After twenty-five (25) full years of continuous service
* should either you or the Company terminate your employment for any reason during the first calendar year of employment, any unused vacation will be forfeited
** The normal company policy is 2 weeks of vacation upon date of hire; however, the company will offer an accelerated vacation schedule consisting of three weeks of vacation eligibility beginning 2016 and four weeks each year thereafter, until the next level is reached per the normal schedule (five weeks after twenty-five years of continuous service).

You will be eligible for relocation services provided per enclosed Corporate Policy 905E The Employee Reimbursement Agreement and the Relocation Benefits Authorization Form must be completed and returned to my attention to initiate the relocation process.

We’re proud of the way we’ve built a strong, values-based organization and continue to do the right thing in all our actions and decisions. That’s why we’ve enclosed our policies regarding the Company’s commitment to Global Ethics in order to help you become familiar with how we do business at Manitowoc. Please review these policies and return the Global Ethics Certification on your first day of employment. Additional materials will be provided to you on your first day of employment regarding the Company’s policies and procedures.

While we hope you accept our offer, nothing in this letter should be construed as creating an employment contract or guaranteeing any benefit for a definite period of time, as all employees of the Company are employed at-will.

We look forward to you accepting your new role and building a successful future with the Manitowoc team. Should you have any questions or desire any additional information, please feel free to call me at 1.920.652.1738 (office) or 1.920.860.0484 (cell).

This offer is valid until May 2, 2016. If you intend to accept this offer, please sign below and return a copy of this offer to me by that date, along with signed copies of the documents identified above.







Sincerely,


THE MANITOWOC COMPANY, INC.
/s/ Thomas G. Musial
Thomas G. Musial
SVP Human Resources & Administration

    
Accepted By:

/s/ David Antoniuk
 
April 27, 2016
 David Antoniuk
 
Date


    
Cc: Barry Pennypacker



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